Kazakhstan: Amendments To The Legislation Of RK On Registration Of Legal Entities, Branches And Representative Offices

On January 2013, the Law No. 60-V ZRK 'On Amendments to Some Legislative Acts of the Republic of Kazakhstan on the Issues of State Registration of Legal Entities and Record Registration of Branches and Representative Offices' was adopted.

The Law introduces amendments to several legislative acts regulating the issues of registration of legal entities and record registration of branches and representative offices.

The amendments are aimed at simplifying the procedure for registration of legal entities, branches and representative offices established in the Republic of Kazakhstan.

Changes and amendments to the laws on registration can be divided into two main categories:

- changes relating to the registration (re-registration) of legal entities, branches and representative offices;

- changes related to the reorganisation, activity termination and liquidation of legal entities, branches and representative offices.

Below, we discuss each of these categories. 

Changes relating to the registration (re-registration) of legal entities,branches and representative offices

1. Eliminate the concepts such as the Uniform State Register of Legal Entities and the Register of Branches and Representative Offices.

All information on the registered legal entities, branches and representative offices from January 2013 is kept in the National Register of Business Identification Numbers.

2. Legal entities which are small businesses are registered by filing an e-application.  Such legal entities are not subject to the grounds for refusal of state registration (re-registration).

3. Abolishe the issue of a hard copy of the State (Record) Registration Certificates for legal entities, branches and representative offices.

The document confirming the fact of state (record) registration (re-registration) of a legal entity (branch, representative office) is the Certificate of Registration.

Certificate of State (record) Registration (Re-Registration) of a legal entity (branch, representative office) issued prior to this Law shall be valid until the termination of the legal entity.

4. Remove the requirements to private business entities, except for non-profit organisations and joint stock companies:

• to notify the state registering authority on the changes to the foundation documents of legal entities that do not involve re-registration. However, the entity must notify the registration authority of the new actual address in case of the change of location;
• to submit Charters (regulations) to state registering authority in registration;
• to notarise the Charters of business partnerships, medium and large business entities.

However, despite the deletion of the requirement, the Charter and the Memorandum remain the foundation documents of legal entities, and, therefore, must be signed and approved by the parties in due course. The same applies to the Regulations on branches and representative entities. 

5. Introduce the requirement to notarise the authentication of a signature of an individual in the share transfer agreement in case of the change of participants of business partnerships, if a party to the agreement is an individual.

6. Change the requirements in relation to a person, who signs and submits an Application for the state registration of a business entity. Thus, at the registration of private business entities, the application shall be signed and filed to the registering authority by the founder or one of the founders, or by an authorised person, if the only founder is a foreign person.

The application filed to the registration authority shall be sealed by the head legal entity.

7. Reduce the list of documents to be submitted for registration of legal entities, record registration of branches and representative offices, which are private business  entities, for example:

• no documents certifying the location of a legal entity is required for the registration of legal entities, branches or representative offices;
• no certificate of the tax authority on the absence of founder's tax debt  to the budget is required for the registration of legal entities, branches or representative offices.

8. Significantly reduce the period for registration of legal entities, branches and representative offices, as well as for the issue of documents:

• state registration, re-registration of private business entities, record registration of branches and representative offices should be completed within one (1) business day following the date of application;
• state registration (re-registration), registration of amendments to the foundation documents of companies, which are not private business entities, as well as of joint stock companies and record registration (re-registration) of their branches and representative offices should be completed within ten (10) business day following the date of application;
• issue of Certificates of state (record) registration, re-registration, as well as the return of the charter (regulations):

- of private business entities, branches and representative offices, is made on the next business day after filing the application;

- of companies that are not private business entities, as well as joint stock companies, their branches and representative offices, is made within fourteen (14) business days after filing the application.

9. Remove the procedure for issuing duplicate charters (regulations) of private business entities, except for companies, which are non-profit entities, as well as joint stock companies and their branches and representative offices. Remove the procedure for issuing duplicate Certificate of State registration.

Changes related to reorganisation, activity termination and liquidation of legal entities, branches and representative offices

10. Simplify the list of documents submitted to the registration authority, in the case of the liquidation of a legal entity, as well as remove the requirement to submit interim liquidation balance sheet, liquidation balance sheet, certificate of tax clearance, decision of the property owner of a legal entity and some others.

11. Simplify the procedure for registration of termination of branches and representative offices of legal entities, significantly reduce the list of the documents required.

12. Establish the time frame for the submission of application for registration of the termination of a legal entity, branch or representative office - not earlier than two (2) months after the publication of the notice of termination.

13. Establish the time frame for the registration of the termination of a legal entity and de-registration of the branch (representative office) - five (5) calendar days after the filing the application with the documents required.

The above amendments significantly simplify the procedure of registration, re-registration and liquidation of legal entities, branches and representative offices, and should contribute to the further development of business in the Republic of Kazakhstan.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.