LLC structure is composed from two founders. The proportion share of the first founder - 70% and the second one is 30%. The first of them being as a Director of the company for three years does not appear at the firm and are not interested in the company activity. Because of this society is actually on the verge of bankruptcy. Moreover, the location of seals and stamps LLC is not known. How can the second founder (share in the authorized capital 30%) change the director of? How can we get a duplicate seal and stamp of the Company? How can we exclude the first participant with 70% of shares from the founders of LLC?
According to paragraph 8 of Article 8 of the Law of Uzbekistan "On Limited and Additional Liability Companies" there is provided that "members of society share in the aggregate not less than ten percent of the authorized capital of the Company are entitled to request a court of exclusion member which violates their duties or its actions (or inaction) makes it impossible for the activities of the company or significantly impedes it"
Due to the fact that the first party with 70% of the shares, for the past 3 years is not active and does not participate in the activities of company, the second participant, having 30% shares in the Company shall be entitled to apply to the Commercial Court at the place of registration of the company, with the exception claim to exclude the first participant from the Society. Court taking into account the arguments of parties of the case and making sure in disinterest of first participant in the activities of company, will decide to expel him from the Society.
After receiving the court's decision remaining party of the Company will be entitled to change the director and request Company’s seal and stamp from the illegal possession of the third person. This can be also done during the trial. At the same time, duplicates of stamp and seal won’t be given, in case of originals existence. Since duplicates can be done only in the permanent loss of the original.
According to paragraph 53 of the "Regulations on the production, storage and use of seals and stamps" №1077 from 27.10.2001 issuance of a permit for the produce of seals and stamps because of their loss, theft, destruction carried out by bodies of internal affairs on the basis of statements of the legal entity. To the application should be attached:
1) ad in the newspaper on invalidation of the lost (destroyed, stolen) seals and stamps;
2) a certificate from the table finds on the absence of the found items lost (stolen) seals and stamps;
3) an explanation of the person responsible for the safety and enjoyment of the lost (stolen, destroyed) seals and stamps describing the place, time, cause and other circumstances of the accident;
4) the documents submitted in accordance with the provisions in the internal affairs bodies for permission to produce appropriate seals and stamps.
After exclusion of the first participant, the remaining members shall appoint a director and a new director on behalf of the Company, shall send to the bodies of internal affairs, the application for permission to duplicate seals and stamps.
After receiving the stamps and seals Director can send a modified constitutive documents for re-registration with the distribution of the remaining shares of the participants in the Company to 100 % with the transition of 70% share of the first party to the second party.
However, this can be done only after share of the first participant, excluded from Society, will go to the Society, with payment of the share by Society and the remain second party does not buy out Society’s 70% share of the excluded party in accordance with Article 22 of the Law of Uzbekistan "On Limited and Additional Liability Companies".
February 24, 2015
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