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The Republic of Kyrgyzstan Law on Non-Commercial Organizations (Adopted 1
October 1999)

Chapter 1. GENERAL PROVISIONS

Article 1. Scope of Application of the Law
This Law shall regulate public relations regarding organization, activity, re-organization,
and liquidation of non-commercial organiza tions, including foreign non-commercial
organizations, functioning on the territory of the Kyrgyz Republic.
This Law shall apply to non-commercial or ganizations, created in a form of public
associations, foundations and institutions. This Law shall not apply to political parties,
trade unions, religious organizations and cooperatives, whose status, procedure of
creation and principles of activities are regulated by other laws of the Kyrgyz Republic.

Article 2. Major Definitions

A non-commercial organization shall be a voluntary, self-sustained organization created
by individuals and (or) legal entities on the basis of community of interests for
implementing spiritual and other non-material needs in the interests of its members and
(or) the whole society, where the deriving a profit is not a major objective, and the
obtained profit is not distributed among members, founders and official persons.
Founders of a non-commercial organization may be legal entities and capable individuals,
irrespective of a place of registration of legal entities and a place of living or citizenship
of individuals.
Members of a non-commercial organization may be legal entities and individuals
irrespective of a place of registration of legal entities a nd a place of living or citizenship
of individuals.
Non-commercial activity shall be such activity carried out by legal entities and (or)
individuals independently or jo intly, being or not being registered as an independent legal
entity, and not pursuing a purpose of deri ving a profit. Every participant of a non-

commercial activity, not being created as an independent legal entity, shall be liable in
case of inflicting a damage to a third party as provided for by the current legislation.
A public association shall be a voluntary association of citizens who join on the basis of
community of their interests for satisfying their spiritual and other non-material needs.
A Foundation shall be a non-membership organiza tion founded by individuals and (or)
legal entities on the basis of voluntary property fees, which pursues social, charitable,
cultural, educational and profit-for-public goals.
An institution shall be an organization founded by its owner for implementing
managerial, social, cultural and other non-commercial f unctions, which is fully or
partially financed by this owner.
Property of a non-commercial organization shall be any property of a non-commercial
organization, its property or non-property ri ghts, its income from entrepreneurial and
other activity, as well as commercial information on its activities.

Article 3. Legislation on Non-Commercial Organizations
Legal status of non-commercial organizations, procedure of their creation, activity, re-
organization and liquidation shall be based on the Constitution of the Kyrgyz Republic,
and shall be regulated by the Civil Code of the Kyrgyz Repub lic, this Law and other laws
and regulation acts of the Kyrgyz Republic, as well as international acts and treaties
approved and ratified by the Kyrgyz Republic.

Article 4. Principles of Creation and Activity of Non-Commercial
Organizations
All non-commercial organizati ons shall be created and shall act on the basis of
voluntarianism, self-governan ce, lawfulness and openness.
Participation or non-participat ion of a citizen in the activity of a non-commercial
organization shall not serve as a ground for restricting his/her rights and freedoms.
Permanent employees of an or ganization shall work according to the laws of the
Kyrgyz Republic on Labor, Social Provision and Medical Insurance.

Article 5. Interaction between the Gov ernment and Non-Commercial Organizations

The Government shall guarantee conditions for non-commercial organizations to fulfil their Charter objectives. The Governmental bodies and officials shall provide that the rights and legal interests of non-commercial organizations are observed in accordance with the Constitution of the Kyrgyz Republic and shall support their activities.
A governmental support may have a form of purposive funding of several profit-for-
public programs of non-commercial organizations , as well as other forms not prohibited
by the legislation.
Interference of state bodies or officials into the activity of non-commercial organizations, as well as interference of non-commercial organizations into the activity of state bodies and officials shall not be acceptable, except for cases stipulated by the Law.

Article 6. The Legal Status and Organizational-Legal Forms of Non-Commercial
Organizations
A non-commercial organization shall obtain a status of a legal entity starting from the
date of its state registration.
A non-commercial organization can be created with or without registration as a legal
entity in a form of a public association, foundation or institution.

Article 7. Associations (Unions) of Non-Commercial Organizations and (or)
Commercial Legal Entities
In order to coordinate the act ivity, as well as present and pr otect common interests, non-
commercial organizations, upon mutual agreement, may create associations in a form of
non-commercial associations or unions.
General provisions of this Law, as well as provisions, regulating public associations, shall
apply to such associations (unions).

Article 8. Branches a nd Representative Offices of Non-Commercial
Organizations
Non-commercial organizations, in accordan ce with the legislation, may establish
branches and representative offices on the te rritory of the Kyrgyz Republic and abroad.
Branches and representative offices shall not be legal entities. They shall be invested with
the property by the main office, and shall act on the basis of Provisions, approved by
them. The property of a branch or a representa tive office shall be recorded on a separate
balance-sheet and on the balance-sheet of the main office.

A head of a branch (representative office) shall be appointed by a non-commercial
organization and he/she shall act on the ba sis of power of attorney issued by an
authorized agency of this organization.
A branch (representative office) shall carry ou t its activity on behalf of the main office.
The main office shall be responsible for activity of its branch or representative office.

Article 9. Registra tion of a Non-Commercial Organization
The registration of non-commercial organizations shall be carried out in accordance with
the Law of the Kyrgyz Republic ?O n Registration of Legal Entities?.

Article 10. Charter of a Non-Commercial Organization
Requirements of the Charter of a non-comme rcial organization shall be binding for the
organization itself, its founders, members (of public associations), officials and governing
bodies.
The Charter of an organization shall determine the following:
-a name and abbreviation of the organization, its legal address;
-subject and goals of activity, procedure for manageme nt of its activities;
-governing and controlling bodies, auditing bodies, their authority, procedure of electing
and recalling, as well as responsib ilities of appointed persons;
-rights and responsibilities, conditions and procedure of admission to the organization
and resigning from it (for public associations);
-procedure of amending the founding documents of the organization, procedure of re-
organization and liquidation;
-procedure of distribution of property in case of liquidation;
-for foundations and institutions — persons (ben eficiaries) who obtain assistance from the
organization, except for cases, when the number of such persons is not limited;
-terms of activity of the organization, if specified.
The Charter may also contain other provisi ons that do not contradict the Law. If
Provisions of the Charter cont radict this Law, provisions of this Law shall apply.

Changes and amendments to the Charter of an organization shall be introduced at the
decision of its supreme governing body.

Article 11. Legal Address, Name and Symbols of a Non-Commercial Organization
A non-commercial organization shall have a name indicating its organizational-legal
form. An organization, whose name is registered according to the established procedure,
has an exclusive right to use it.
The legal address of an organization shall be determined according to the whereabouts of
its governing body. The legal address of an organization can be as of place of living of an
individual ? a head of the executive governing body.
If the legal address is cha nged, the supreme body of an orga nization shall be obliged to
notify the registering agency within and not later then 10 days from the date of such
change in the legal address.
A non-commercial organization may have its symbols: a flag, emblem, pennant, and
other symbols. Symbols of an organization shall not copy the national symbols of the
Kyrgyz Republic, symbols of foreign states, as well as symbols of previously registered
legal entities.

Article 12. Activity of a Non-Commercial Organization
A non-commercial organization shall have the ri ght to conduct any type of activity which
is not prohibited by Law and do not contradict the goals and objectives established in the
Charter, program documents and other acts of an organization.
A non-commercial organization shall have the right to conduct economic activities,
including production, provided that the prof it is not distributed among the founders,
members, appointed persons and other employees and members of the governing bodies.
Such activities may include production and sales of goods, performance of services,
rendering of paid services, and other types of business activities, provided that such
activities do not contradict goals and objectives of the organization.
Restrictions of some certain types of activities of a non-commercial organization may be
established by Law only. In cases specified by th e legislation, certain types of activities
may be carried out with an appropriate license or a special permit.

Article 13. Conflict of Interests

Transactions between an organization and interested persons involving the organization?s
property disposal, suppose to have conflict of interests.
The interested persons shall be functionaries, members of the governing bodies of a non-
commercial organization, as well as persons who, due to their relations with the
organization, may influence the organization in property disposal, and who transact with
the organization personally or through their representatives.
Conflict of interests is also anticipated, when the non-comm ercial organization transacts
with the relatives of the interested persons or their creditors.

Article 14. Settlement of Conflict of Interests
A transaction, which, supposedly, may have conflict of interests, must be approved by the
authorized body of a non-commercial organization. The interested person shall inform the
authorized body of the organization on su ch transaction prior to its conclusion.
If transaction, which has conflict of interests, was not approved by the authorized body,
the interested person shall bear responsibil ity for compensating the losses incurred by a
non-commercial organization as a result of this transaction.
In addition to compensating losses, the inte rested person shall also return to a non-
commercial organization all the profit obtained by him from this transaction.
If several interested persons inflict losses to the organization, they shall bear
solidary responsibility.

Article 15. Respon sibility of Governmental Bodies
The governmental bodies crea ting conditions for restricting activities of non-
commercial organizations shall bear respons ibility in accordance with the legislation.

Article 16. Reorganization and Liquidation of a Non-Commercial Organization

A non-commercial organization can be reorganized or liquidated in the procedure,
stipulated by the Civil Code of the Kyrgyz Republic, this Law and other laws of the
Kyrgyz Republic.

The property remained after the satisfaction of demands of creditors shall be
distributed at the decision of the liquida tion commission or a body who made a decision
on liquidation in accordance with the Charter of the organization.

Article 17. Openness of a Non-Commercial Organization
Information on revenue return structure and the amount of property of a non-commercial
organization shall be submitted to the state bodies in accordance with the current
legislation.

CHAPTER II. PUBLIC ASSOCIATIONS

Article 18. General Provisions
Public associations shall have the ri ght to conduct economic activity, including
production, which should correspond to objectives of the organization.
Members of public associations shall not have rights to the property transferred to such
associations by them.

Article 19. Creation of a Public Association
A public association shall be established on the initiative of at least three capable
individuals for an indefinite or definite term.
Founders of a public association shall conve ne a constituent meeting (Conference) and
adopt a decision on establishing public a ssociation, approve its Charter and form
governing and controlling-auditing bodies.
Public associations may create their unions, associations and other alliances.

Article 20. General Meeting of a Public Association
General Assembly shall be a supreme body of the public association, which
consists of all its members. General Assembly shall have a quorum if a decision is made

not less then by one thirds of members of public association, or, if there are more then
100 members in the association, not less then by 25 members.
The following issues shall be within the exclusive authority of the General Assembly:
-introduction of amendments and additions to the Charter;
-prioritizing the directions of activity of public association and procedure of use of its
property;
-admission and expulsion from the membership of the association (unless otherwise is
provided for in the Charter);
-procedure of forming the governing bodies;
-approval of annual report on activity and annual balance;
-making a decision on establishing bran ches and representative offices;
-participation in activities of other legal entities;
-reorganization and liquidation;
-other issues except for those within the author ities of other bodies of the association, as
written in the Charter.
Public association can adopt decisions by means of conduc ting meetings of General
Assembly and by polling members of the organization in writing. The procedure of
conducting meetings of General Assembly a nd written polls shall be regulated by the
Charter.

Article 21. Other Governing Bodies of a Public Association
A public association may establish other governing bodies.
The Charter of public association shall regu late authority, procedure of creating and
activity of these governing bodies.

CHAPTER III. FOUNDATIONS

Article 22. General Provisions
Property transferred to a foundation by its founders (founder) sh all be the property of the
foundation. Founders shall not b ear responsibility for any liability of the foundation
created by them, as well as the foundation shall not bear responsibility for any liability of
its founders.
The foundation shall use its property for purposes determined in the Charter of the
foundation.

Article 23. Creation of a Foundation
A foundation may be established by one or mo re capable individuals or (and) legal
entities for a definite or indefinite term.
Rights of a founder (founders) can not be transferred to successors of a founder
(founders). A person who transfers propert y to the foundation after it has been
established, does not obtain the rights of a founder.

Article 24. Creation of a Foundation on the Basis of a Notarized Will
A foundation may be established on the basis of a notarized will, that should include the
decision on establishing and other documentation in accordance with provisions of
Article 9 of this Law.
If the will does not specify an executor who should prepare documents for the registration
of the foundation and submit these documents to the authorized state registering agency,
the notary office, where the will has been notarized, shall appoint an executor who has
rights and duties to implement the will.
If the decision on establishing a foundation in the will does not meet the requirements of
Article 25 of this Law, the executor of the will may appoint, if necessary, members of the
Board and the Supervisory Council of the foundation. He also may determine other
conditions for establishing the foundation, whic h have not been specified in the will.
Prior to the appointment of members of the Board and the Supervisory Council, the
executor of the will shall have rights followe d from decision on establishing a foundation
and the right to administer property transferred to the foundation in accordance with the
Charter of the foundation.

The executor of the will shall have the right to demand recovery of the necessary
expenses followed by the execution of his (her) assignment in actual amounts of valid
expenses, unless otherwise is determined in the will.
Authorities of the executor of the will shall terminate after the registration of the
foundation or if such registration is impossible.

Article 25. Decision on Creation of a Foundation
A foundation shall be established upon decision of the founder (founders), which shall
include the following information:
-name and legal address of the foundation;
-list of founders ? individuals, with the indication of their full names, dates of birth,
address, home and work telephone numbers, as well as the list of founders ? legal entities,
with the indication of their names, legal addresses, location, date and number of state
registration, and contact telephone numbers;
-total cost of the property in the amount of money or (and) in other form, which is being
transferred to the foundation by its founders , and the procedure for such transfer;
-approval of the Charter of the foundation;
-names and addresses of members of the Board and the Supervisory Council of the
foundation.
All founders shall sign the decision on esta blishing the foundation and notarize their
signatures.

Article 26. The Board of a Foundation
A foundation shall have the Board, which shall manage and represent the foundation. The
Board may consist of one or more memb ers – legally capable physical persons*.
When managing the foundation, the Board shall follow lawful orders of the Supervisory
Council of the foundation.
The Board shall submit reports on the Charter act ivity and financial activity in writing to
the Supervisory Council at least every six months if the foundation is involved into any
production or other business activities, and ever y year if the foundation is not involved in
such activities. The Board, upon requests of members of the Supervisory Council and

founders, shall provide any information regarding management of the foundation and
submit reports on activities of the foundation, unless otherwise is provided for in the
Charter. The Board shall immediately inform the Supervisory Council on any threat to
material or financial state of the foundation or other circumstances that may cause such
threat.
Powers of the Board shall be specified in the Charter of the foundation.
The Board shall have a quorum if not less th en a half of its members participate on the
meeting.

Article 27. Appointment, Change and Removal of Members of the Board
Members of the Board shall be appointed upon decision of the Supervisory Council.
Any change in the membership of the Board: appointment and removal of members of
the Board shall take place upon decision of the Supervisory Council in the procedure
provided for in the Charter.
Members of the Board shall not transfer their ri ghts to third persons, if it is not stipulated
in the Charter or by the decision of the Supervisory Board of the foundation.
If a member of the Board can not permanen tly or continuously (for more then six
months) fulfil their duties, the Supervisory C ouncil, in accordance with the Charter, may
appoint a new member of the Board. A tempor al member of the Board may exercise his
powers until the member of the Board replaced by him may return to execution of his
duties, or until the Supervisory Council appoint a permanent member of the Board.
The Supervisory Council may recall a member of the Board any time and irrespective of
a reason, unless otherwise is st ipulated in the Charter.

Article 28. The Supervisory Council of a Foundation
The Supervisory Council of a foundation shall control activities of the foundation,
decisions of its governing bodies and enforcem ent of these decisions, utilization of the
funds of the foundation, and observance of the legislation and its Charter by the
foundation.
The Supervisory Council of the foundati on shall implements its activity pro bono.
The procedure of forming and functioning of the Supervisory Council shall be
determined by the Charter of the foundati on approved by its founders. The Supervisory

Council shall carry out the internal supervision of activities of the foundation. A meeting
of the Supervisory Council shall have a quor um if a half of its members attend the
meeting.
The Supervisory Council shall have the following authority:
-to control and determine the directions of activity and the policy of the foundation;
-to introduce amendments and additions to the Charter;
-to adopt a decision on reorganization of the foundation;
-to appoint and remove the members of the Board;
-to approve decisions of the Board regardi ng transactions in the amounts exceeding the
amounts specified in the Charter, as well as tr ansactions with certain types of the property
specified by the Charter;
-to approve transactions that have conflict of interest;
-to approve annual report on act ivities of the foundation prepared by the Board of the
foundation;
-to approve decisions of the Board regarding involvement in commercial corporations or
termination of such involvement;
-to solve other issues in accordance with the Charter.
A decision on any issue related to the activity of the foundation, including issues of
competence of the Supervisory Council, mentio ned above in this Article, may be referred
by the Charter to the competence of th e founders. A founder (founders unanimously)
shall have the right to veto any decision of the Supervisory Council, unless otherwise is
determined by the Charter.
In case of a substantial damage caused to th e foundation as a result of delay of approval
of transactions, the preliminary approval of transactions by the Supervisory Council listed
in paragraphs 6 and 7 of section 4 of this Article shall not be necessary.
The decision on liquidation of a foundation sh all be made by court upon application of
the interested legal and physical persons.
The Supervisory Council shall have the righ t to examine all documents of the foundation
and do auditing, to check the availability of th e property and consistency of activity of the
foundation to the Charter and this Law. A ny member of the Supervisory Council shall
have the right to require any information re garding activities of the foundation from the
Board. The Supervisory Council shall have th e right to require from the Board any

information regarding activities of the foundation, including reports on activity of the
foundation and the balance report.
The Supervisory Council shall represent the f oundations in disputes and transactions of
the foundation with members of the Board.
The Supervisory Council may have other right s specified by this Law and the Charter of
the foundation.

Article 29. Appointment, Change and Rem oval of Members of the Supervisory
Council
The Supervisory Council shall consist of three members, unless the Charter determines
the greater number of members. Legally capab le physical persons can be members of the
Supervisory Council.
The Board of the foundation shall submit to the registering agency a list of members of
the Supervisory Council. In the event of any changes in the membership of the
Supervisory Council, the Board shall notify the registering agency about such changes
within seven days.
The procedure of appointment and recall of the members of the Supervisory Council shall
be determined by the Charter.
If a member of the Supervisory Council is physically disable to fulfill the work in the
Supervisory Council, or he/she causes, in any form, a substantial damage to the
foundation, such member can be recalled from the Supervisory Council upon request of a
founder (s) and other members of the Supervisory Council, or at his own initiative.

CHAPER IV. INSTITUTION

Article 30. General Provisions
The property of an institution shall belong to it on the basis of the right of efficient
control of property, in accordance with the Civil Code of the Kyrgyz Republic.
An institution shall bear responsibility for its liabilities by means of paying out its funds.
In the event of lack of such funds, the owner of the institu tion shall take on subsidiary
liability for the debts of such.

Article 31. Creation of an Institution
An institution may be created by one or more legally capable physical or (and) legal
entities for a definite or indefinite term.

Article 32. Decision on Creating an Institution
An institution can be established at the decision of the owner (owners). Such decision
shall include the following information:
-name and legal address of the institution;
-the list of owners ? physical persons, with the indication of their full names, dates of
birth, address, home and work telephone numbers , as well as the list of founders ? legal
entities, with the indication of their names, legal addresses, location, date and number of
official registration, and contact telephone numbers;
-total cost of the property in the monetary and (or) other form, which is being transferred
to the institution by its owner (owners), and the procedure for such transfer;
-approval of the Charter of the institution;
-names and addresses of members of the Board and the Supervisory Council of the
institution.
All owners shall sign the decision on organiza tion of the institution and their signatures
shall be notarized.

Article 33. Governing Bodies
The structure, procedure of forming and activ ity, as well as authority of governing bodies
shall be specified by the owner (owners) in the Charter of the institution.

Article 34. Relations Between the Institution and its Owner (Owners)
An institution shall perform its activities in accordance with its Charter and the Civil
Code of the Kyrgyz Republic.

Rights of the owner can be transferred to successors of the owner. A person, who
transfers property to the institution after it ha s been established, does not obtain the rights
of the owner.

CHAPTER V. CONCLUDING PROVISION

Article 35. International Conventions and Treaties
In case if provisions of this Law are othe rwise regulated by international conventions,
international and bilateral treaties, provisions of the appropria te international conventions
and international and bilateral treaties shall apply.

Article 36. Making Regulatory Legal Acts Consistent with This Law
The Government of the Kyrgyz Republic shall make regulatory normative legal acts
consistent with this Law.

Article 37. Entering Into Force of This Law
This Law shall enter into force from the moment of its publication.

Article 38. Accepting the Earlier Adopted Legal Regulations as Invalid
From the date of this Law enters into force, the following documents accept as invalid:
The Law of the Kyrgyz Republic ?On Public Associations? (Newsletter of the Supreme
Council of the Kyrgyz Republic, #3, page 111, 1991);
Resolution of the Zhogorku Kenesh of the Ky rgyz Republic ?On entering the Law of the
Kyrgyz Republic ?On Public Associations? into force (Newsletter of the Supreme
Council of the Kyrgyz Republic, #3, page 112, 1991).

Article 39. Re-registration of Non-Commerc ial Organization Due to the Entering
This Law Into Force

Non-commercial organizations registered before this Law has entered into force,
can re-register in accordance with this Law within one year from the moment of this Law
enters into force.

Article 40. Payment for the re-Registration of Non-Commercial Organizations

The re-registration of non-commercial organizations, in accordance with this
Law, shall be done free of charge.

President
of the Kyrgyz Republic
A. Akaev

Bishkek,
House of Government,
October 15, 1999.
No. 111

———————————————————— ————
* “legally capable physical persons” are physical individuals who have legal capacity.
Tranlsator’s note