Article 41. Constituent documents of a legal entity of the Civil Code of the Republic of Kazakhstan
1. Unless otherwise provided by this Code and legislative acts of the Republic of Kazakhstan, a legal entity carries out its activities on the basis of:
1) the charter and the founding agreement;
2) the charter;
3) the charter and a written decision on the establishment of a legal entity (the decision of the sole founder) in the event that the legal entity is established by one person.
In cases stipulated by the legislative acts of the Republic of Kazakhstan, a legal entity that is a non-profit organization may act on the basis of the general regulations on organizations of this type or a standard charter, the content of which is determined by the relevant authorized state body.
A legal entity that is a small, medium and large business entity may carry out its activities on the basis of a standard charter, the content of which is determined by the Ministry of Justice of the Republic of Kazakhstan.
2. The founding agreement of a legal entity is concluded, and the charter is approved by its founders. A foundation agreement is not concluded if a commercial organization is established by one person.
3. The constituent documents of a non-profit organization and a state-owned enterprise must define the subject and objectives of the legal entity's activities.
The constituent documents of a business partnership, a joint-stock company and a production cooperative may provide for the subject and objectives of their activities.
4. In the founding agreement, the parties (founders) undertake to create a legal entity, determine the procedure for joint activities to create it, the conditions for transferring their property to its ownership (operational management) and participation in its activities. The agreement also defines the conditions and procedure for the distribution of net income between the founders, the management of the activities of a legal entity, the withdrawal of the founders from its membership, and approves its charter, unless otherwise provided for by this Code or legislative acts on certain types of legal entities.
Other conditions may be included in the founding agreement upon the consent of the founders.
4-1. The decision of the sole founder must contain the conditions for the transfer of ownership (economic management, operational management) of property and other decisions that do not contradict the legislation of the Republic of Kazakhstan.
The decision of the sole founder of a legal entity is made by its bodies, which have the right to make such decisions in accordance with the legislation of the Republic of Kazakhstan and the charter of this legal entity.
5. The charter of a legal entity defines: its name, location, the procedure for the formation and competence of its bodies, the conditions of reorganization and liquidation.
If a legal entity is established by one person, its charter also defines the procedure for the formation of property and the distribution of income.
The charter may contain other provisions that do not contradict the legislation of the Republic of Kazakhstan.
6. In case of contradictions between the founding agreement and the charter of one legal entity, the following conditions must apply::
1) the founding agreement, if they relate to the relationship of the founders;
2) the articles of association, if their application may be relevant to the relations of a legal entity with third parties.
7. All interested persons have the right to familiarize themselves with the charter of the legal entity.
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