Development of Company Law in Kazakhstan: Main Trends and Issues

Supporting Materials to Main Presentation

Tartu, 22 October 2015

Farkhad Karagussov

Structure of Legal Framework for Business Companies / Corporations in Europe (1 of 2)

English Law

Partnerships Law Company Law

Private and public limited companies:• organizations with

limited liability of there members/shareholders*

Partnerships with unlimited liability of their [general] partners

*includes capital markets regulation applicable to public limited companies.

Company Law in continental Europe (jurisdictions of Civil Code)

Regulates organizational forms for entrepreneurial /commercial activities

Partnerships [Capital] companies / societies**

**close interaction and correlation of corporate law and business law, including capital market legislation and regulations for public limited companies / joint-stock companies.

Codified Act(e.g. Civil or Commercial code)

ora codified act for general provisions and

lower-level laws for detailed regulation of different types of companies

The legal framework for business entities

Slide 1

Structure of Legal Framework for Business Companies and Corporations in Europe (2 of 2)

The Russian Federation

Legal basis for set up corporate type organizations and regulate their activities *

*corporate organizations can be either commercial or non-commercial organizations

RF’s Civil Code for general provisions and lower-level laws for

detailed regulation of different types of corporations

Laws concerning economic societies as

business entities (obschestva) (JSC / LLC

(ООО)

Law concerning partnerships (tovarischestva), e.g. general and limited partnerships, and

production cooperatives

Laws on non-commercial corporate organizations

Slide 2

Structure of the RK Law concerning organizational forms for Legal entities involved in entrepreneurial activities

Civil Code (General Part)Notion of a legal entity; classification of

organizational forms for business; general / most important provisions concerning their legal status

Special LawsDetailed regulation of legal status of an entity in

various organizational forms

Law on economic partnerships

• General provisions for all forms of EP, including LLP / ALP;

• General Partnerships;

• Limited Partnerships.

Law on production

cooperatives

• Production cooperatives

State Property Law

• State enterprises;• JSCs with state

participation;• LLPs with state

participation.

JSC Law; and Securities Market Law

• JSC, including those with state participation.

LLP Law

• LLPs, including those with state participation;

• ALPs.

Regulations (regulation of specific aspects)

• securities market regulations;• state procurement and other aspects, associated with states participation in

JSC and LLPs;• other relevant aspects.

Slide 3

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Civil Law

Corporate Legislation Legislation on State

Enterprises

Legislation on non-commercial

organizations

Limited liability and additional partnerships

(LLP / ALP)

General and limited

partnerships

Economic partnerships

Public Law

-foundation, reorganization / liquidation; -corporate governance; -contractual relationships and representation;-protection of rights;-property liability;-other aspects.

Legal Entities- accounting;- financial reporting;- other reporting and disclosure;- capital adequacy;- state participation in capital;- state procurement;- assets and/or capital participation transfers;- administrative and criminal liability;-regulatory consents and waivers;- and other aspects.

Joint-stock companies

Forms / types of business corporations under the RK Law

Production cooperatives

Business corporations

Non-corporate entities and non-commercial corporate organizations

Slide 4