Article 105. General conditions for the voluntary reorganization of a bank, a bank holding company of the Law on Banks and Banking Activities in the Republic Kazakhstan

Home / Laws / Article 105. General conditions for the voluntary reorganization of a bank, a bank holding company of the Law on Banks and Banking Activities in the Republic Kazakhstan

1. Voluntary reorganization (merger, affiliation, division, separation, transformation, conversion) of banks (bank holding companies) may be carried out by a decision of the general meeting of shareholders (participants) with the permission of the authorized body for the voluntary reorganization of the bank (bank holding company).

In case of voluntary reorganization of a bank (bank holding company) in the form of a merger or merger, obtaining permission from the authorized body for the voluntary reorganization of the bank (bank holding company) is required for each reorganized bank (bank holding company).

The procedure for granting permission for the voluntary reorganization of a bank (bank holding company) or refusal to grant such permission, including the conditions for the voluntary transformation of a bank into an organization engaged in certain types of banking operations, is determined by a regulatory legal act of the authorized body.

2. The procedure for reorganizing a bank in the form of conversion into an Islamic bank is established by Chapter 18 of this Law.

3. The following documents must be attached to the application for permission from the authorized body to conduct a voluntary reorganization of the bank (bank holding company):

1) the decision of the general meeting of shareholders of the bank (the supreme governing body of the bank holding company) on its voluntary reorganization, and in the case of voluntary reorganization of banks in the form of a merger or merger – the decision of the joint general meeting of shareholders of the reorganized banks;

2) documents describing the proposed conditions, forms, procedure and terms of the voluntary reorganization of the bank (bank holding company);

3) financial forecast of the consequences of the voluntary reorganization, including the settlement balance of the bank (bank holding company) after its voluntary reorganization and (or) legal entities formed as a result of the voluntary reorganization of the bank (bank holding company).

In addition to the documents specified in part one of this paragraph, the application for permission from the authorized body to conduct a voluntary reorganization in the form of merger must be accompanied by an agreement on merger signed by the heads of the executive bodies of the reorganized banks on the basis of a decision taken at a joint general meeting of shareholders of the reorganized banks in accordance with the Law of the Republic of Kazakhstan "On Joint Stock Companies".

4. An application for permission to conduct a voluntary reorganization of a bank (bank holding company) must be considered by the authorized body within sixty working days from the date of its receipt.

5. The reorganized bank (bank holding company), within two weeks from the date of receipt of the authorized body's permission for voluntary reorganization, is obliged to inform all its depositors, other creditors, clients, correspondents and borrowers about the upcoming changes by publishing an appropriate announcement in the media, including posting on the bank's Internet resource.

6. The state registration or re-registration of legal entities formed as a result of reorganization is carried out in accordance with the legislative act of the Republic of Kazakhstan.

7. The requirements of this article do not apply to non-residents of the Republic of Kazakhstan who are a bank holding company, a person with the characteristics of a bank holding company, provided one of the following conditions is met:

the presence of an individual credit rating not lower than the A rating of one of the rating agencies, the list of which is established by the authorized body, as well as written confirmation from the financial supervisory authority of the country of origin of the bank holding company, a person with the characteristics of a bank holding company, that these non–resident persons of the Republic of Kazakhstan are subject to consolidated supervision;

the existence of an agreement on the exchange of information in the field of banking supervision, including in the form of a memorandum of understanding, letters and (or) correspondence on the exchange of supervisory information between the authorized body and the financial supervisory authority of the relevant foreign state, as well as the minimum required rating of one of the rating agencies. The minimum rating and the list of rating agencies are established by a regulatory legal act of the authorized body.

The Law of the Republic of Kazakhstan dated January 16, 2026 No. 258-VIII SAM.

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Republic of Kazakhstan

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