Article 122. Recognition of transactions as invalid and return of property of the Law on Banks and Banking Activities in the Republic Kazakhstan

Home / Laws / Article 122. Recognition of transactions as invalid and return of property of the Law on Banks and Banking Activities in the Republic Kazakhstan

1. The liquidation commission of a bank being forcibly liquidated, including at the request of creditors, for transactions made by the bank within three years prior to the date of entry into force of the court decision on the forced liquidation of the bank, has the right to apply to the court with an application for invalidation of transactions if there are grounds for invalidity of transactions provided for by the Civil Code of the Republic of Kazakhstan, laws Of the Republic of Kazakhstan and (or) this article.

2. The grounds for invalidity of transactions, except as provided for by the Civil Code of the Republic of Kazakhstan and the laws of the Republic of Kazakhstan, are:

1) the terms of the transaction differ significantly for the worse for the bank from the conditions under which similar transactions are made in comparable circumstances, if the consequences of the transaction have led to losses for the bank;

2) the transaction was made by the bank in violation of the requirements and (or) restrictions established by the legislation of the Republic of Kazakhstan and (or) the supervisory response measures applied by the authorized body, if the consequences of the transaction led (will lead) to losses of the bank;

3) the bank's property has been transferred (including for temporary use) free of charge or alienated on terms significantly different for the worse for the bank from the terms of transfer (alienation) of similar property under comparable economic conditions, or without grounds to the detriment of the interests of the bank's creditors;

4) a transaction completed within six months prior to the date of commencement of the settlement or compulsory liquidation of the bank resulted in the preferred satisfaction of the claims of some creditors of the bank over others;

5) changes have been made to the terms of the pledge agreement, providing for a change in the collateral for the worse for the bank, if the consequences of the changes have led to losses for the bank.

3. If the transaction is declared invalid, the defendant is obliged to return everything received under the transaction, and if it is impossible to return in kind, reimburse the cost of the property to be returned, the work performed or the services rendered.

If it is impossible to return the property or if the property is transferred free of charge in connection with its loss, damage or subsequent acquisition in good faith by third parties, the original purchasers of the claimed property are responsible for compensating the losses incurred in this regard within the limits of the value of the property lost, damaged or acquired in good faith by third parties.

If it is impossible for the original purchasers to recover the value of the property, the person who made the decision to alienate the bank's property must be held vicariously liable in court.

4. The provisions of paragraphs 1 and 3 of this Article shall apply, inter alia, to decisions of the bank on the accrual and payment of dividends to major participants of the bank, bank holding companies, as well as to agreements and orders on the payment of remuneration to senior employees of the bank and to such payments themselves.

The basis for the invalidity of the bank's decisions on accrual and (or) payment of dividends to major participants of the bank, bank holdings, as well as agreements and (or) orders on remuneration to senior employees of the bank and such payments themselves is a violation of the requirements and (or) restrictions established by the legislation of the Republic of Kazakhstan and (or) supervisory response measures applied by the authorized body. by the authority to the procedure and (or) grounds for accrual and (or) payment:

dividends to the bank's shareholders;

remuneration to the bank's senior employees.

5. The provisions of paragraph 2 of this Article shall not apply to the transaction(s) under the general financial agreement, except in the following cases:

1) the transaction (transactions) under the general financial agreement was completed after the date of the beginning of the compulsory liquidation of the bank or within one month before the date of the beginning of the compulsory liquidation of the bank;

2) the transaction (transactions) under the general financial agreement was completed within one month prior to the date of revocation of the bank's banking license for all types of transactions;

3) the transaction (transactions) within the framework of the general financial agreement was made (completed) within six months prior to the date of commencement of the settlement or compulsory liquidation of the bank with a person associated with the bank by special relations, or in his interests;

4) the transaction (transactions) under the general financial agreement was completed within six months prior to the date of commencement of the settlement or compulsory liquidation of the bank or the date of revocation of the bank's banking license to conduct all types of transactions with a person who knew (or should have known) about the presence of signs of financial instability of the bank;

5) the parties to the transaction (transactions) under the general financial agreement have been changed (except for the change of parties as a result of universal succession) in one of the following cases:

after the date of the beginning of the compulsory liquidation of the bank or within one month before the date of the beginning of the compulsory liquidation of the bank;

within one month prior to the date of revocation of the bank's banking license for all types of operations;

within six months prior to the date of commencement of the settlement or compulsory liquidation of the bank with a person associated with the bank in a special relationship;

within six months prior to the date of commencement of the settlement or compulsory liquidation of the bank or the date of revocation of the bank's banking license to conduct all types of transactions with a person who knew (or should have known) about the presence of signs of financial instability of the bank.

6. The invalidity of one or more transactions under the general financial agreement does not entail the invalidity of the general financial agreement itself and the remaining transactions under the general financial agreement, if there are no grounds for invalidating the general financial agreement and the remaining transactions.

If one or more transactions under the general financial agreement are declared invalid after the determination of the net obligation (net claim), the net obligation (net claim) is subject to recalculation by the party to the transaction that determined the net obligation (net claim) by excluding from it the results of the transaction or transactions that were declared invalid.

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

President

Republic of Kazakhstan

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