Tashkent, Uzbekistan (UzDaily.com) -- A draft Law on Limited Partnership has been published for discussion.

The purpose of the bill is to create legal conditions for attracting investment in the economy of Uzbekistan and implementing investment projects on the basis of a limited partnership agreement, Norma.uz reports.

Under a limited partnership agreement, two or more persons (partners) undertake to combine their deposits and carry out joint investment activities with the formation of a legal entity.

The participation of partners is carried out to the extent and extent established by the limited partnership agreement (hereinafter - the Agreement). In this case, one or more partners (management company) carry out their common business on behalf of all partners.

Parties to the Agreement may be:

Partners - legal entities and individuals who entered into an Agreement and contributed to the common property of partners;

Management company - a commercial organization carrying out general business and managing investment deposits in accordance with the concluded agreement;

qualified investors - legal entities and individuals, including foreign ones, who have made investment contributions to investment companies in the form of cash, in the amount of at least 2,500 DBD in national and / or foreign currency in equivalent at the Central Bank rate on the date of its deposit.

The number of participants in a limited partnership should not exceed 50.

Limited partnerships may carry out any legal activity, with the exception of banking. It also has all the rights and benefits provided by law or the Agreement, together with the accompanying powers of the legal entity.

The establishment of a limited partnership and its registration does not require a charter and a memorandum of association. The constituent documents in this case are the Agreement and the policy of conducting general affairs (investment declaration).

The name of the limited partnership shall be indicated in the Agreement, including the word “limited partnership” and the TIN obtained upon its registration in the Unified State Register of Entrepreneurship Entities.

The contract on the date of its conclusion must also contain information:

on the total amount of common property of limited partnerships and the composition of partners' contributions to their common cause;

on the amount, timing and procedure for making contributions;

on the ratio of the shares of each of the partners in the ownership of the common property of the partners and the procedure for changing this ratio;

on the liability of partners for violation of the obligation to make deposits;

the address of the registered office of the limited partnership;

about the name and mailing address of each management company and other conditions.

The Agreement also indicates the term or purpose as a condition for the completion of its validity. Moreover, its validity should not exceed 15 years.

At the same time, after registration in the Unified State Register of business entities, limited partnerships must be registered with the authorized body for regulating the securities market. Why an application is sent with the necessary documents attached.

The bill defines the rights and obligations of partners. Partners are required to contribute to the common cause. Partners are entitled to:

receive part of the profit from participation in the Agreement in proportion to the value of their contribution to the common cause, unless otherwise provided by the Agreement;

to get acquainted with the documentation for the management of the common affairs of partners in the manner and extent determined by the Agreement;

to receive his share in the common property of partners in the manner established by the Agreement upon the expiration of its validity or upon achievement of its purpose;

participate in the adoption of decisions defined by the bill and the Treaty.

The bill also defines the limits of liability of partners for common obligations. For common obligations arising not from the Agreement, the partners shall be jointly and severally liable. In this case, the partners' liability arises if the court establishes their guilt in violation of these obligations. For common contractual obligations related to the implementation of joint investment activities by partners, each partner is responsible proportionally and within the value of its share in the ownership of the partners' common property and does not respond with its other property. If the value of the partners' common property is insufficient to meet the requirements of the creditors, the managing partners jointly and severally bear subsidiary liability with all their property.

The responsibilities of the management company are also defined:

separate accounting of income and expenses in the manner prescribed by the authorized body for regulation of the securities market;

opening a bank account, bank accounts for transactions with funds under the Agreement;

maintaining tax records in connection with the implementation of activities under the Agreement;

maintaining a register of participants in the Agreement and providing information about them to state bodies or persons entitled to receive them;

providing the parties to the Agreement with information on the amount of expenses incurred by it for their common affairs, the amount of its remuneration and the current size of the share of each partner in accordance with the terms of the Agreement.

The contract may also provide for the procedure for the distribution of profits between partners. Unless otherwise specified in the Agreement, the profit of a limited partnership is distributed among partners in accordance with the size of their contribution to joint investment activities.

Profit earned by limited partnership as a result of investment activities under the Agreement is not taxable subject to the provisions of the Tax Code on the avoidance of double taxation.

The taxable amount is determined from the amount attributable to partners as a source of payment from individuals and is subject to taxation by the partner himself when funds are credited to the account as profit from legal entities.

The draft law also contains other information, including on the change of parties to the Agreement, amendment, termination, termination of the Agreement, etc.