On 28 December 2018, amendments have been made to the provisions of the Civil Code of the Republic of Azerbaijan on legal entities.
The amendments are mainly about the provisions on Limited Liability Company (hereinafter: LLC). The criterion for the transaction of special importance on LLC has been amended. According to the amendments, transaction amounting to more than 50% of the value of the net assets of LLC shall be considered as being of special importance. A decision on making an agreement for the transaction of special importance shall be made at the General Assembly of shareholders.
Furthermore, according to the amendments, the general assembly is valid if shareholders owning more than 50% of shares participate in the general assembly. If there is no quorum in general assembly of shareholders, the general assembly to be convened anew without changing the agenda. Anew convened general assembly is valid if the shareholders owning 50% of shares participate in this assembly. If there is no quorum in anew convened assembly, general assembly to be convened repeatedly, and repeatedly convened general assembly is valid if shareholders owning 25% of shares participate.
The procedure for the purchase of shares in LLC has also been amended. An official offer should be made to all the shareholders when purchasing 50% or more of shares in LLC.