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CIVIL CODE OF AZERBAIJAN REPUBLIC, CHAPTER IV LEGAL ENTITIES (1999) (unofficial translation, excerpt)

43.5 Legal entity can be the organization the goal of activity of which is to gain profit (commercial legal entities) or which neither aims at gaining profit nor shares gained profit among its actors (non-commercial legal entities).

43.6 Non-commercial legal entities can be created as public unions, funds, association of legal entities as well as in other forms provided for by the legislation. Non-commercial legal entities can be engaged in entrepreneurial activity only if the very activity serves achieving its goals and corresponds with them. In order to be engaged in entrepreneurial activity non-commercial legal entities can establish economic associations or participate in their work.

Article 47. Charter of the legal entity

47.2 The charter of the legal entity determines the name of the legal entity, its location, procedure of its management as well as the procedure of its liquidation. The charter of the non-commercial legal entity determines the subject of its activity and goals.

Article 48. State registration of the legal entities

48.1 Legal entity must be registered with the relevant body of executive power. Data on state registration including the name of non-commercial legal entities shall be included in the state register of legal entities open for common familiarization.

Article 50. Name of legal entity

50.1 The legal entity shall have the name indicating its organizational-legal form. The name of the non-commercial legal entity shall reflect the character of the activity of the legal entity.

§ 3. Non-commercial organizations

Article 114. Public associations

114.1 The property donated to the public association by its founders (actors) is considered property of the association. The public association uses this property to achieve goals determined by its charter.

114.2 Actors of public associations do not reserve the right to the property donated by them to the very associations, as well as to membership fees. They do not bear any responsibility for obligations of public associations and public associations do not bear any responsibility for obligations of their actors as well.

114.3 While liquidating, the property of the public association shall be directed to the goals stipulated in its charter, or to the state budget, when the former is impossible.

114.4. Characteristic and legal status of different types of public associations is determined by this Code and the legislation.

Article 115. Funds

115.1 Fund is the organization which has no membership and is founded by natural and (or) juridical persons on the basis of their voluntary property rights and pursues social, charity, cultural, educational or other generally useful goals.

115.2 The property donated to the fund by its founder(s) is the property of the fund. Fund uses this property to achieve goals determined by its Charter.

115.3 Fund is obliged to publish annual reports on use of its property.

115.4 Founders do not bear any responsibility for obligations of the fund and the fund does not bear any responsibility for obligations of its founders.

115.5 The procedure of management of the fund and of organization of its bodies is determined by the charter approved by the founders of the fund.

115.6 Besides data reflected in Article 47.2. of this Code, the charter of the fund shall cover the following: the name of the fund which must include the word "fund", data on the fund's goals; data on fund's bodies, including the board of guardians which carries out control over activity of the fund, on procedure of appointment and dismissal of the officials of the fund, as well as on procedure of disposing of the property of the fund while its liquidation.

115.7 Characteristic and legal status of different types of funds, including charity organizations is determined by this Code and the legislation.

Article 116. Alterations to charter of fund and its liquidation

116.1 Charter of the fund can be altered by bodies of the fund only if this opportunity is provided for by the charter. If remaining of the charter without alterations causes unpredictable results and charter itself does not specify the opportunity of making alterations and charter is not altered by the authorized persons, the right to make alterations belongs to the court due to the application of the fund's bodies or of the body which is authorized to control activity of the fund according to its charter.

116.2 The decision on the liquidation of the fund can only be rendered by the court due to the application of the concerned persons. The fund can be liquidated in the following cases:

116.2.1 When the property of the fund is not sufficient for realization of its goals and when the possibility of obtaining required property is not real;

116.2.2 When it is not possible for the fund to reach its goals and these goals can not be duly changed;

116.2.3 When the fund deviates from the goals provided for by its charter;

116.2.4 In other cases provided for by the legislation.

116.3 While liquidating, the property of the fund shall be directed to the goals stipulated in its charter, or to the state budget, when the former is impossible.

Article 117. The union of legal entities

117.1 Commercial organizations can establish unions in order to co-ordinate their entrepreneurial activity and to represent and protect general property interests. If the union is authorized to conduct entrepreneur activity on the basis of the decision of the actors, then such a union becomes an economic companionship or company in the order provided for by this Code or can create an economic company or participate in such a company for carrying out entrepreneurial activity.

117.2 Non-commercial organizations can establish unions in order to co-ordinate their activity and to represent and protect general interests.

117.3 Actors of the union remain independent and reserve their rights as legal entities.

117.4 The property donated to the union by its founders (actors) is the property of the union. The union uses this property to achieve goals determined by its charter.

117.5 The union does not bear any responsibility for obligations of its actors. For obligations of the union the actors bear subsidiary responsibility in an amount and procedure stipulated in the charter of the union.

117.6 The name of the union shall include the major subject of the actors' activity as well as the word "union".

117.7 While liquidating, the property of the union shall be directed to the goals stipulated in its charter, or to the state budget, when the former is impossible.

117.8 Characteristic and legal status of different types of unions are determined by this Code and the legislation.

Article 118. Charter of the Association

Besides data mentioned in Article 47.2 of this Code, the charter of the union must reflect data on amount of fee paid by actors of the union, its composition and procedure of payment, on actors' responsibility for violation of obligation to pay fee, on composition and authorities of the control bodies of the union, on the procedure of making decisions by these bodies, as well as on the procedure of disposing of the property of the union while its liquidation.

Article 119. Rights and responsibilities of the actors of the union

119.1 If another procedure is not provided for by the charter of the union, actors of the union can use its services free of charge.

119.2 The actor can leave the union when the financial year is over. In this case, if the other time limit is not stipulated in the charter of the union, within a month since his leaving he bears subsidiary responsibility for obligations of the union proportionate to his fee. The actor of the union can be removed from the union by the decision of other actors in the procedure and circumstances provided for by the charter. Responsibility of the removed actor is regulated according to the rules on leaving the union.

119.3 By a consent of the actors a new actor can join the union. Joining of a new actor can be conditioned by his subsidiary responsibility for the obligations of the union appeared before his joining.

§ 1. BASIC PROVISIONS

Article 43. Concept of the legal entity and its types