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b. Subsidiaries

This fact allows claiming existence of corporate or company law in Kazakhstan.

Stefan Grundmann on European Company Law - Part 1

Practically all of them have been focused on regulation of corporate governance in joint-stock companies. In addition to JSCs, the Civil Code also regulates other forms of commercial and non-commercial organisations based on membership, though without qualifying them expressly as corporations. At the same time, in the old CPC was amended with the notion of corporate disputes and clear specification of corporate disputes as a type of disputes under civil law. Additionally, the list of grounds for the acknowledgement of a corporate dispute has been significantly extended.

Similar provisions have been reproduced in the new version of the CPC , which has been in effect since 1 January The following most important periods of development of Kazakhstani legislation concerning business corporations can be identified although this description is very simplified, it seems to be sufficiently illustrative :.

European corporate law - Wikipedia

First of all, the Civil Code in its General Part defines the basic concept of a legal entity and establishes various classifications of legal entities, depending on such different criteria as: i whether the entity is a commercial or non-commercial organisation and ii who are the founders of the legal entity and what the legal nature of the relations between the entity and its founder s is. Legal entities of corporate type can be set up by one or more persons by way of cash or other property contributions to the capital or assets of a company in exchange for membership rights with respect to the company and its profit.

There are also other types of legal entities both commercial and non-commercial , which can be founded by a single founder who transfers property to the legal entity but remains the owner of the property transferred, and such entities cannot be considered corporations. There is no classification of legal entities in Kazakhstani law analogous to that in Germany or Estonia wherein an organisation can be either a private-law company or a public-law company.

Overview of Directives

Secondly, each legal entity can be founded and perform its activities in one of the organisational forms allowed by the law, in a manner depending on the commercial or non-commercial nature of the entity and on specifics of its foundation. The numerus clausus principle applies to regulate legal forms of commercial organisations. For each type of legal entities commercial and non-commercial , the Civil Code proposes allowed organisational forms. For entrepreneurial activity, if the founder is the State either the Republic of Kazakhstan or a local state authority and if the law allows this, it may choose to found a state enterprise and remain the owner of the property transferred to the entity while the enterprise would exercise the so-called right of economic management pravo khozyaistvennogo vedeniya with respect to the property.

Nevertheless, the vast majority of commercial legal entities in Kazakhstan perform in organisational forms based on principles of association and membership. The Civil Code allows the following organisational forms for such commercial entities: economic partnership khozyaistvennoye tovarischestvo , production co-operative proizvodstvennyi kooperativ , and joint-stock company aktcionernoye obschestvo. Although the corporate legislation or company law of most European countries is acknowledged as developed, our study reveals that there are a lot of aspects wherein our European colleagues see the potential for its further development.

Similar issues related to development of corporate law are urgent in Kazakhstan. But, besides these, there are many other problems awaiting an adequate legislative solution.

a. Branches

Reclassification of corporations is also required, to differentiate between regulation of partnerships and of capital companies. Reconsideration of the legal framework for general and limited partnerships, as well as for LLPs, is necessary. Also, significant modernisation of the legislation concerning joint-stock companies is on the agenda. As a separate challenge there is a task to eliminate such types of property rights as the right of economic management pravo khozyaistvennogo vedeniya from the law of Kazakhstan and cease to use the form of a state enterprise gosudarstvennoye predpriyatiye for legal entities performing business activities.

The following can be considered to be important tasks on the route of development of corporate law in Kazakhstan:. Since , the National Bank of Kazakhstan has concentrated on creation of a proper corporate governance and financial reporting system and their improvements in joint-stock companies acting in the jurisdiction of Kazakhstan. Enactment of the current JSC Law, in , has been implemented as a major step in this regard. And in this context the JSC Law has been amended to a significant extent numerous times.

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However, the idea of a better legal framework for corporate governance practice and organisational structure in JSCs still remains important. The work focused on creation of a legislative basis harmonised with modern patterns of legal regulation for corporate relations in the EU and worldwide is ongoing. This is needed to exclude inconsistency in current legislation addressing the status and activity of different types of economic partnership, as well as to increase investment-attractiveness of Kazakhstani business.

The need for such reform is obvious in Kazakhstan, and it has great significance in terms of both legal development in the field of private law and economic growth in Kazakhstan. This work remains unfinished for various reasons, of different nature. One of them was the failure to agree on the role and significance of the proposed EurazEC civil code: i whether it should serve as a binding legal instrument or as a set of recommendations to improve national legislation and ii whether such improvement should be made with a view to unification or harmonisation, or as something else.

Nevertheless, this co-operation had a very positive impact on creation of common approaches to regulate corporate relations and improve national laws on private-law corporations. Particularly, this gave rise to discussions of whether only commercial organisations having members can be considered to be corporations or, instead, such entities as non-commercial organisations can also be subject to corporate law. The newly introduced classification into corporations and non-corporate organisations has been carried out in addition to the existing separation between commercial and non-commercial organisation.

Therefore, it appears to be more practicable if corporate law or company law were institutionalised in Kazakhstan primarily or only as the law regulating relations pertaining to implementation of the material interest and property rights of private persons in connection with their participation in business entities of any corporate form. Such an approach differs from the one reflected in Russian law wherein the distinction between commercial and non-commercial organisations has not been made so clear.

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Trademarks as Essential Assets

Authentic language. EUROVOC descriptor: protection of shareholders organisation legal status right of establishment company law Subject matter: Internal market - Principles Approximation of laws Freedom of establishment Directory code: Miscellaneous information. Relationship between documents. Member States shall take the measures required to ensure compulsory disclosure by companies of at least the following documents and particulars: a The instrument of constitution, and the statutes if they are contained in a separate instrument; b Any amendments to the instruments mentioned in a , including any extension of the duration of the company; c After every amendment of the instrument of constitution or of the statutes, the complete text of the instrument or statutes as amended to date; d The appointment, termination of office and particulars of the persons who either as a body constituted pursuant to law or as members of any such body: i are authorised to represent the company in dealings with third parties and in legal proceedings; ii take part in the administration, supervision or control of the company.

It must appear from the disclosure whether the persons authorised to represent the company may do so alone or must act jointly; e At least once a year, the amount of the capital subscribed, where the instrument of constitution or the statutes mention an authorised capital, unless any increase in the capital subscribed necessitates an amendment of the statutes; f The balance sheet and the profit and loss account for each financial year.

The Council will adopt such a Directive within two years following the adoption of the present Directive; g Any transfer of the seat of the company; h The winding up of the company; i Any declaration of nullity of the company by the courts; j The appointment of liquidators, particulars concerning them, and their respective powers, unless such powers are expressly and exclusively derived from law or from the statutes of the company; k The termination of the liquidation and, in Member States where striking off the register entails legal consequences, the fact of any such striking off.

For purposes of paragraph 1 f , companies which fulfil the following conditions shall be considered as besloten naamloze vennootschappen: a They cannot issue bearer shares; b No bearer certificate of registered shares within the meaning of Article 42 c of the Netherlands Commercial Code can be issued by any person whatsoever; c Their shares cannot be quoted on a stock exchange; d Their statutes contain a clause requiring approval by the company before the transfer of shares to third parties, except in the case of transfer in the event of death and, if the statutes so provide, in the case of transfer to a spouse, forebears or issue; transfers shall not be in blank, but otherwise each transfer shall be in writing under hand, signed by the transferor and transferee or by notarial act; e Their statutes specify that the company is a besloten naamloze vennootschap; the name of the company includes the words "Besloten Naamloze Vennootschap" or the initials "BNV".

Article 3 1. Article 4 Member States shall prescribe that letters and order forms shall state the following particulars: - the register in which the file mentioned in Article 3 is kept, together with the number of the company in that register; - the legal form of the company, the location of its scat and, where appropriate, the fact that the company is being wound up.

Article 5 Each Member State shall determine by which persons the disclosure formalities are to be carried out. Article 6 Member States shall provide for appropriate penalties in case of: - failure to disclose the balance sheet and profit and loss account as required by Article 2 1 f ; - omission from commercial documents of the compulsory particulars provided for in Article 4. SECTION II Validity of obligations entered into by a company Article 7 If, before a company being formed has acquired legal personality, action has been carried out in its name and the company does not assume the obligations arising from such action, the persons who acted shall, without limit, be jointly and severally liable therefor, unless otherwise agreed.

Article 8 Completion of the formalities of disclosure of the particulars concerning the persons who, as an organ of the company, are authorised to represent it shall constitute a bar to any irregularity in their appointment being relied upon as against third parties unless the company proves that such third parties had knowledge thereof. Article 9 1. SECTION III Nullity of the company Article 10 In all Member States whose laws do not provide for preventive control, administrative or judicial, at the time of formation of a company, the instrument of constitution, the company statutes and any amendments to those documents shall be drawn up and certified in due legal form.

Article 11 The laws of the Member States may not provide for the nullity of companies otherwise than in accordance with the following provisions: 1. Nullity must be ordered by decision of a court of law; 2.

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Nullity may be ordered only on the following grounds: a that no instrument of constitution was executed or that the rules of preventive control or the requisite legal formalities were not complied with; b that the objects of the company are unlawful or contrary to public policy; c that the instrument of constitution or the statutes do not state the name of the company, the amount of the individual subscriptions of capital, the total amount of the capital subscribed or the objects of the company; d failure to comply with the provisions of the national law concerning the minimum amount of capital to be paid up; e the incapacity of all the founder members; f that, contrary to the national law governing the company, the number of founder members is less than two.

Article 12 1. Nullity shall entail the winding up of the company, as may dissolution.

European corporate law

SECTION IV General provisions Article 13 Member States shall put into force, within eighteen months following notification of this Directive, all amendments to their laws, regulations or administrative provisions required in order to comply with provisions of this Directive and shall forthwith inform the Commission thereof.

The Conference tends to assemble the affirmed scientists and practitioners from the fields of company law, corporate governance, accounting and auditing in order to stimulate the multidimensional and interdisciplinary deliberation. The Conference also looks at the future. It is also intended for the students of economic and legal study programs, who are about to face the internal market and shape it in the future. The representatives of civil associations, public sector, professionals, scholars, researches and academic community are all welcomed as potential beneficiaries of the Conference.