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LAW No. 2198 of 17th APRIL 1995 OF THE REPUBLIC OF KAZAKHSTAN
CONCERNING THE STATE REGISTRATION OF LEGAL ENTITIES AND ACCOUNTING REGISTRATION OF AFFILIATES AND REPRESENTATIONS
Article 1. The Definition of State Registration of Legal Entities and Accounting Registration of Affiliates and Representations
The state registration of legal entities shall comprise the checking of the conformity of documents presented for state registration with the legislation of the Republic of Kazakhstan, issue to them of a certificate of state registration with the allocation of a business identification number, entry of information about legal entities in the National Register of Business Identification Numbers.
The accounting registration of affiliates and representations shall comprise the checking of the conformity of documents presented for accounting registration with legislative acts of the Republic of Kazakhstan, issue to them of a certificate of accounting registration with the allocation of a business identification number, entry of information about affiliates and representations in the National Register of Business Identification Numbers.
Article 2. The Purposes of State Registration of Legal Entities and Accounting Registration of Affiliates and Representations
The state registration of legal entities and accounting registration of affiliates and representations shall be carried out for the purposes of:
certifying a fact of establishment, re-registration, registration of introduced amendments and additions to the foundation documents, reorganisation and termination of activity of a legal entity, and also establishment, accounting re-registration, registration of introduced amendments and additions to documents and termination of activity of affiliates and representations;
recording legal entities established, re-registered, reorganised and terminated their activity, and also affiliates and representations established, passed accounting re-registration and terminated their activity in the territory of the Republic of Kazakhstan;
maintaining the National Register of Business Identification Numbers;
selling generally available information about legal entities, their affiliates and representations (except for information constituting service or commercial secret) through the procedure established by the legislation of the Republic of Kazakhstan.
Article 3. The Legal Entities, Affiliates and Representations Which are Subject to Registration
All the legal entities which are formed in the territory of the Republic of Kazakhstan, irrespective of the purposes of their creation, type and nature of their activities, composition of their participants (members) shall be subject to the state registration.
Affiliates and representations of legal entities which are located in the territory of the Republic of Kazakhstan shall be subject to accounting registration without issuing to them of the right to legal entity.
Article 4. State Bodies Performing Registration
State registration of legal entities and the accounting registration of affiliates and representations shall be carried out by the bodies of justice, state registration of participant legal entities in the regional financial centre of the city of Almaty shall be performed by the National Bank of the Republic of Kazakhstan (registering bodies).
Article 5. The Terms of Reference of the Ministry of Justice of the Republic of Kazakhstan in Carrying Out the State Registration of Legal Entities and Accounting Registration of Affiliates and Representations
The Ministry of Justice of the Republic of Kazakhstan shall carry out the following:
state registration of legal entities and accounting registration of affiliates and representations in accordance with this Law;
maintenance of the National Register of Business Identification Numbers;
methodological guidance of the activities associated with the state registration of legal entities and accounting registration of affiliates and representations;
supervision of compliance of territorial bodies of the Ministry of Justice with the requirements of this Law;
consideration of complaints on the actions of its territorial bodies in issues of the state registration of legal entities and accounting registration of affiliates and representations;
disclosure of information to the state bodies which are entrusted with the supervisory and monitoring functions, pursuant to their request in the cases provided for by legislative acts of the Republic of Kazakhstan;
other powers provided for by this Law, other laws of the Republic of Kazakhstan, acts of the President of the Republic of Kazakhstan and Government of the Republic of Kazakhstan.
Article 6. The Procedure for State Registration of Legal Entities
For state registration of the legal entity an application shall be filed to the registering authority under the form established by the Ministry of Justice of the Republic of Kazakhstan, and the foundation documents shall be attached as specified in Article 7 of this Law, to be made in the Kazakh and Russian languages and to be presented in three copies.
By-laws of (regulations concerning) legal entities referred to midscale and major business entities, their affiliates and representations, except for by-laws of (regulations concerning) joint-stock companies, their affiliates and representations, shall not be presented in case of state registration.
State registration of legal entities referred to small business entities shall be carried out through the procedure provided for by Article 6-1 of this Law.
For state registration of legal entities that are participants in the regional financial centre of the city of Almaty an application shall be filed to the registering authority under the form established by the National Bank of the Republic of Kazakhstan (henceforth * the National Bank). Information about legal entities that are participants in the regional financial centre of the city of Almaty shall be entered in the National Register of Business Identification Numbers by the justice authorities based on notices sent by the National Bank.
In cases stipulated by the legislation of the Republic of Kazakhstan, for state registration of a legal entity, whose scope of activity is the rendering of financial services, permission from the National Bank shall be required additionally.
State registration of market entities holding a dominant or monopoly position in an appropriate commodity market, and also of state-owned enterprises, legal entities, more than fifty per cent of shares in (participatory interest in the authorised capital of) which is held by the state, and persons affiliated with them, which will carry out their activity in the territory of the Republic of Kazakhstan, except for cases where such organisation is directly provided for by laws of the Republic of Kazakhstan, shall be carried out by the registering authority with preliminary consent of the antimonopoly authority. The antimonopoly authority shall present to the registering authorities a register of market entities holding a dominant or monopoly position in an appropriate commodity market, and a list of state-owned enterprises, legal entities, more than fifty per cent of shares in (participatory interest in the authorised capital of) which is held by the state, and persons affiliated with them, which are organised with consent of the antimonopoly authority.
In case of state registration of legal entities referred to midscale and major business entities the application shall be signed and filed to the registering authority by the foundation party, or by one of the foundations parties, or by a person authorised by the foundation party in cases where the sole foundation party or one of the founders is a foreigner or foreign legal entity, the Government of the Republic of Kazakhstan or state authorities, or National Bank, with attachment of the foundation documents certified through the notarial procedures in cases stipulated by legislative acts of the Republic of Kazakhstan.
In case of state registration of legal entities not referred to private business entities, the application shall be signed and filed to the registering authority by the foundation party (foundation parties) or by a person authorised appropriately with the attachment of the foundation documents certified through the notarial procedures in cases stipulated by legislative acts of the Republic of Kazakhstan.
The state registration of legal entities referred to midscale and major business entities with foreign participation shall be performed through the procedure established for state registration of legal entities of the Republic of Kazakhstan referred to midscale and major business entities. Unless otherwise is established by international treaties ratified by the Republic of Kazakhstan, the following must be presented additionally:
legalized excerpt from the trade register or another legalized document certifying that the foundation party, which is a foreign legal entity, is a legal entity according to legislation of a foreign country, with notarised translation in the Kazakh and Russian languages;
copy of the passport or another document identifying the foundation party which is a foreigner, with notarised translation in the Kazakh and Russian languages.
The state registration of public and religious societies shall be carried out through the procedure established by this Article subject to special considerations provided for by the Laws of the Republic of Kazakhstan ‘Concerning Public Societies’, ‘Concerning Political Parties’, ‘Concerning Religious Activity and Religious Societies’.
Simultaneously, a receipt or another document confirming the payment to the budget of registration fees for state registration of the legal entity shall be presented to the registering authority.
It shall be prohibited to request any documents and information whatsoever which are not stipulated by this Law and other legislative acts of the Republic of Kazakhstan.
The state registration of a legal entity may be performed based on an electronic application filed via Internet through the procedure to be determined by the Ministry of Justice of the Republic of Kazakhstan.
Article 6-1. The Notification Procedure for State Registration of Legal Entities Referred to Small Business Entities
For state registration of the legal entity that is recognized a small business entity, the founder (founders) shall present to the registering body a notice on the commencement of business activity under the form established by the Ministry of Justice of the Republic of Kazakhstan. The notice on the commencement of business activity shall have attached a copy of the receipt or another document confirming payment to the budget of registration fees for state registration of the legal entity.
Where the notice is presented by means of making out an electronic document that is filled in on the “electronic government” web-lock, payment of registration fees shall be made via the “electronic government” payment lock, or the notice on the commencement of business activity shall have attached an electronic copy of the receipt or another document confirming payment to the budget of registration fees for state registration of the legal entity.
By-laws of (regulations concerning) legal entities referred to small business entities, their affiliates and representations shall not be presented in the process of state registration.
The state registration of legal entities referred to small business entities with foreign participation shall be performed through the procedure established for registration of legal entities of the Republic of Kazakhstan referred to small business entities. Unless otherwise is established by international treaties ratified by the Republic of Kazakhstan, the following must be presented additionally:
legalized excerpt from the trade register or another legalized document certifying that the foundation party, which is a foreign legal entity, is a legal entity according to legislation of a foreign country, with notarised translation in the Kazakh and Russian languages;
copy of the passport or another document identifying the foundation party which is a foreigner, with notarised translation in the Kazakh and Russian languages.
The issue of a certificate of state registration of the legal entity shall be confirmation of the acceptance of the notice on the beginning of carrying out business activity.
The issue of a certificate of state registration of the legal entity shall be carried out not later than one working day following the date of presentation of the notice on the beginning of carrying out business activity.