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Corporate law

ARNA PARTNERS’ team has extensive experience in settlement of various corporate questions, beginning with the registration of commercial and noncommercial organizations, branches and representative offices, joint ventures with foreign partners to the construction of the internal corporate structure and its subsequent maintenance.

Registration of branches and representative offices of Kazakhstan companies includes the following steps:

  • drafting incorporating documents such as resolution of a parent company on the registration of a branch/representative office, branch/representative office regulations, the power of attorney to manager and etc.;
  • collection of incorporating documents of a parent company in accordance with Kazakhstan laws;
  • filling in the application for registration of a branch/representative office;
  • payment of the registration fee for registration of a branch/representative office;
  • submission of the application for registration and accompanying documents to the competent state authority and monitoring of the application consideration process.

Registration of branches and representative offices of foreign companies in Kazakhstan consists of the following steps:

  • registration of a foreign company and its head manager in the tax authorities of Kazakhstan;
  • registration of a manager of the branch/representative office of a foreign company in Kazakhstan tax authorities;
  • drafting the incorporating documents of a branch/representative office of foreign company, including the resolution of a foreign company on the registration of a branch/representative office, branch/representative office regulations, power of attorney for director and etc.;
  • adjusting the incorporating documents of a foreign company in accordance with the requirements of Kazakhstan laws, including translation of documents into Russian and Kazakh languages;
  • filling in the application for registration of a branch/representative office of a foreign company;
  • payment of the registration fee for registration of a branch/representative office of a foreign company;
  • submission of the application for registration and accompanying documents to the competent state authority and monitoring of the application consideration process;
  • obtaining the corporate seal of a branch/representative office of a foreign company.

Registration of the Limited Liability Partnership (hereinafter – the “LLP”) includes the following steps:

  • drafting and approving the incorporating documents for LLP in accordance with the requirements of Kazakhstan legislation, including resolution/protocol on the establishment of LLP, charter, incorporation agreement, order on hiring a manager, etc.;
  • filling in the application for LLP registration and collecting the full package of required documents;
  • submission of the application for LLP registration and accompanying documents to the competent state authority and monitoring of the application consideration process.

The joint venture between Kazakhstan company and a foreign partner could be established in any organizational and legal form of legal entity.  Thereby joint venture could be created by establishment of a new legal entity or purchasing the participation interest/shares by one of the partners in the existing legal entity.

Establishment of a joint venture with foreign partners may consist of the following steps:

  • registration of foreign partner in Kazakhstan tax authorities;
  • registration of a foreign person – the head manager of a joint venture in Kazakhstan tax authorities;
  • drafting and approving the incorporating documents for joint venture in accordance with the requirements of Kazakhstan legislation, including incorporation agreement, charter, protocol on the establishment and etc.;
  • adjusting the incorporating documents of a foreign partner in accordance with the requirements of Kazakhstan laws;
  • registration/re-registration of a legal entity in order to establish joint venture and monitoring of the application consideration process.

Non-profit organization is an organization, which main purpose is not in profit. Basic types of non-profit organization under the laws of Kazakhstan are public association, fund, institution, association and etc.

Registration of a nonprofit organization may include the following steps:

  • drafting incorporating documents for non-profit organization in accordance with the requirements of Kazakhstan legislation, including protocol on the establishment of a non-profit organization, incorporation agreement, charter, protocol on the election of governing bodies and etc.;
  • collection of documents on the founders of non-profit organization and adjusting them in accordance with the legislation of Kazakhstan;
  • filling in and submission of the application for registration of a non-profit organization to the competent state authority and monitoring of the application consideration process.

Liquidation of a legal entity is the cessation of legal entity’s activity based on  the resolution of legal entity’s owner (voluntary liquidation) or by court order (compulsory liquidation).

Below we present procedure of voluntary liquidation of legal entity, which consists of the following steps:

  • notifying the state authorities on liquidation;
  • formation of a liquidation commission and establishment of liquidation terms and procedure;
  • publishing the information about liquidation in mass media;
  • notifying the creditors and settlement of creditors’ claims;
  • preparation of the interim liquidation balance sheet;
  • approval of the liquidation balance sheet and settling payments with creditors;
  • liquidation tax audit;
  • obtaining statement from the tax authority about tax clearance and removal of a legal entity from the the tax registration;
  • destruction of the seal;
  • registration of the legal entity liquidation in the state authorities.

ARNA PARTNERS additionally provides legal assistance in any disputes with creditors during liquidation.

Liquidation of a branch/representative office is the removal of a branch/representative office from the record registration. Liquidation should be implemented in strict accordance with the statutory procedure.

Elimination of a branch/representative office may consist of the following steps:

  • liquidation tax audit;
  • obtaining statement from the tax authority about tax clearance and removal of a legal entity from the the tax registration;
  • submission of the application and accompanying documents required by  Kazakhstan laws in order to cease the activity of a branch/representative office to the competent state

Re-registration of commercial organizations is required in case of reducing the size of the charter capital, change of the name or change of the participants.

During the re-registration commercial organizations should do the following:

  • make amendments in the incorporating documents by approving them in the revised version or in the form of amendments and additions to existing documents;
  • filling in and submission of the application for the state re-registration and required accompanying documents to the competent state authorities.

If changing legal address, organization should make the relevant amendments in the incorporating documents of a legal entity and notify the state authorities within a month.

Failure in notifying the state authorities within this period causes an administrative fine for legal entities.

For change of legal address, it is required to do the following:

  • draft documents on change of legal address (amendments to the charter, resolution/protocol on change of legal address, etc.);
  • prepare a notification on change of legal address;
  • submit a notification on change of legal address with required documents to the state authorities within established time period.

In case of changing the structure of governing bodies, competence of the governing bodies, decision-making procedures, changing the proportions of participation interests/shares, relevant amendments and additions in the incorporating documents should be made.

Such amendments and additions could be implemented in the incorporating documents by approving incorporating documents in the revised version or in the form of amendments and additions to existing documents.

All amendments and additions should be approved by the authorized body of a legal entity.

Change of the head manager of a legal entity or a branch/representative office is significantly different from the change of any other employee of the organization and requires compliance with the following procedures:

  • preparation of the resolution of the founder(s) on the change of the head manager;
  • conducting the procedure of termination of the employment contract with the manager and formalization of the labour relations with the new manager;
  • notification of judicial authorities about change of the head manager;
  • notification of the tax authorities about change of the head manager.

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