Article 45. Reorganization of a legal entity of the Civil Code of the Republic of Kazakhstan
1. The reorganization of a legal entity (merger, accession, division, separation, transformation) is carried out by decision of the owner of its property or the body authorized by the owner, the founders (participants), as well as the body authorized by the constituent documents of the legal entity, or by decision of judicial authorities in cases provided for by legislative acts of the Republic of Kazakhstan. The legislation of the Republic of Kazakhstan may provide for other forms of reorganization.
The reorganization of a legal entity – a voluntary accumulative pension fund, insurance (reinsurance) organization, Insurance Benefit Guarantee Fund, special financial company, payment organization, microfinance organization is carried out taking into account the specifics provided for by the legislation of the Republic of Kazakhstan on social protection, insurance and insurance activities, Insurance Benefit Guarantee Fund, project financing and securitization, payments and payment financial systems, microfinance activities.
The reorganization of joint-stock companies is carried out taking into account the specifics established by the legislative act of the Republic of Kazakhstan on joint-stock companies.
2. Reorganization can be carried out voluntarily or forcibly.
3. Compulsory reorganization may be carried out by decision of judicial authorities in cases stipulated by legislative acts.
If the owner of the property of a legal entity, the body authorized by him, the founders or the body of the legal entity authorized to reorganize its constituent documents does not reorganize the legal entity within the time period specified in the decision of the judicial body, the court appoints the manager of the legal entity and instructs him to reorganize this legal entity. From the moment the manager is appointed, the authority to manage the affairs of a legal entity passes to him. The manager acts on behalf of the legal entity in court, draws up a separation balance sheet and submits it to the court for approval along with the constituent documents of the legal entities resulting from the reorganization. The court's approval of these documents is the basis for the state registration of newly emerging legal entities.
4. A legal entity is considered to be reorganized, except in cases of reorganization in the form of incorporation, from the moment of registration of newly formed legal entities.
When reorganizing a legal entity by joining another legal entity to it, the first of them is considered reorganized from the moment information about the termination of the activities of the affiliated legal entity is entered into the National Register of Business Identification Numbers.
Constitution Law Code Standard Decree Order Decision Resolution Lawyer Almaty Lawyer Legal service Legal advice Civil Criminal Administrative cases Disputes Defense Arbitration Law Company Kazakhstan Law Firm Court Cases
