Corporate Law and Commercial Vehicles
The commercial corporate law is presented by the Civil Code of Kazakhstan (as general) and the Laws of Kazakhstan “On Joint Stock Companies and Protection of Rights of Shareholder”, “On companies with limited and additional liability” and “On business partnerships”.
Above legislation provides that commercial legal entity could be founded in form of: (i) joint stock company; (ii) limited liability company; (iii) additional liability company; and (iv) general business partnership and limited business partnerships.
A joint stock company is a legal entity, which provides its shareholders with limited liability to the extent of value of their shareholding (subject of few excerptions). The charter capital of a JSC comprises the nominal value of the company’s shares acquired by the shareholders. All shares must have the same nominal value.
A limited liability company is a legal entity established by one or more physical (individuals) or legal entities with a charter capital divided into participatory interests whose size is determined by the foundation documents. In contrast to shares of the joint stock companies, the participating interests are not securities. The holders of participatory interests in an additional liability company have broader (joint and several) liabilities in comparison to an limited liability company, the liability of which is limited to the value of the participants’ contributions.
There are two types of partnerships: a General Business Partnership and a Limited Business Partnership. A General Business Partnership is a partnership whose partners engage in business activity on behalf of the partnership and are jointly and severally liable for its obligations with all their assets. A Limited Business Partnership is a partnership in which there are one or several limited partners, who do not participate in the partnership’s business and who bear the risk of losses connected with the partnership’s activities only to the extent of their contributions.
Any legal entity established in Kazakhstan is subject to the state registration.
Non-corporate forms of commercial vehicles include (i) a representative office of a foreign commercial legal entity or (ii) permanent establishment of a foreign commercial legal entity.
A representative office of a foreign legal entity is a vehicle, which could not engage in a commercial activity.
The registration of branches and representative offices includes checking the compliance of the documents submitted for record registration with the legislative acts of the Republic of Kazakhstan, issuing them a certificate of accounting registration with the assignment of a business identification number (BIN), entering information about branches and representative offices in the National Register of Business Identification Numbers.
Our law firm offers the following services in the sphere of Corporate Law:
- advising clients on a wide range of matters related to corporate law and commercial vehicles;
- handling regulatory corporate matters, including calling of general meetings of participants(shareholders), participating thereon on behalf of the client, voting and taking decisions on the instruction of represented persons;
- representation of clients in front of management bodies of the local company in course of execution and implementation of any rights of the client as the holder of participatory interests or shares;
- assistance with the state registration of the local legal entities, including participating in negotiations with other co-founders, drafting of the foundation documents and internal corporate regulations, verifying of constitutive documents of existing companies in respect to their correspondence to the company law;
- providing of LDD of local companies and issuing of a legal opinions as regard to duly registration and existence thereof;
- consulting on various legal issues related to international merger and acquisition of the legal entities;
- • corporate and tax restructuring of an existing business in preparation for an investment transaction, M & A transaction, a public offering;
- building a holding structure depending on the client’s goals (asset protection, optimization of cash flow within the holding, building the optimal structure of contractual relations with external counterparties).