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Limited liability companies



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Kobulov\'s STC Final Paper 2021

Limited liability companies

In accordance with the article 3 of the company law of the People’s Republic of China a limited liability company is an enterprise legal person. In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions, and the company shall be liable for its debts to the extent of all its assets6.
According to the article 62 of the civil code of the Republic of Uzbekistan a limited liability company is a company established by one or more persons, the authorized capital (authorized capital) which is divided into shares of the sizes determined by the constituent documents. The participants of a limited liability company are not liable for its obligations and bear the risk of losses related to the company's activities, within the value of their contributions.
Those articles above show the following similarities and differences in the both legislation of the states:
Firstly, the interpretation to the terminology limited liability company in China is givenin the company law meanwhile the same terminology in Uzbekistan is regulated by the civil code of country;
Secondly, a limited liability company in the legislation of Uzbekistan can be established by one or more persons but in Chinese legislation the company can be established at least two shareholders;
Thirdly, the participants of a limited liability company in both countries bear the risk of losses related to the company's activities as the authorized capital of the company divided into shares.
Fourthly, in the legislation of the both countries the number of the shareholders may not have more than 50 shareholders, if the number grows, the company must be reorganized into other form (in Uzbekistan it reorganizes into a joint-stock company).
Moreover, limited liability company in China requires only to have a single director and a single supervisor, although shareholders can choose to appoint more than that. In Uzbekistan the sole executive body of the limited liability company (director) is elected by the general meeting of the company's participants for a term determined by the company's charter. The sole executive body of the company may also be elected not from among its members.
In Chinese legislation, a transfer of the limited liability company’s shares between shareholders can be done without any restrictions. However, a transfer of company shares from one shareholder to an individual or entity that is not currently a shareholder requires approval by shareholders accounting for at least 50 percent of the company’s registered capital. The same process can be done in the legislation of Uzbekistan, a participant of the company has the right to sell or otherwise cede its share in the authorized fund (authorized capital) of the company or its part to one or several participants of the company. The consent of the company or other members of the company to make such a transaction is not required, unless otherwise provided by the company's charter however, the sale or assignment by a participant of the company in any other way of his share (part of the share) to third parties is allowed, unless it is prohibited by the charter of the company.


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