Article 50. The procedure for liquidation of a legal entity of the Civil Code of the Republic of Kazakhstan

     1. The owner of the property of a legal entity or the body that made the decision to liquidate the legal entity must immediately notify the judicial authority or the Government for Citizens State Corporation, which carries out the registration of legal entities, and the state revenue authority at the place of registration, in writing or via an online resource using an electronic digital signature.

     2. The owner of the property of a legal entity or the body that made the decision to liquidate the legal entity shall appoint a liquidation commission and establish, in accordance with this Code, the procedure and deadlines for liquidation.

     From the moment the liquidation commission is appointed, the powers to manage the property and affairs of a legal entity are transferred to it. The liquidation commission acts in court on behalf of the liquidated legal entity.

     3. The Liquidation Commission shall publish information on the liquidation of a legal entity, as well as the procedure and deadline for filing claims by its creditors in periodicals distributed throughout the Republic of Kazakhstan. The deadline for filing claims may not be less than two months from the date of publication of the liquidation announcement, except in cases of bankruptcy. In case of bankruptcy, creditors' claims against the bankrupt must be filed no later than one month from the date of publication of the announcement on the procedure for filing claims by creditors.

     The liquidation commission takes measures to identify creditors and collect debts, and also notifies creditors in writing about the liquidation of the legal entity.

     4. After the deadline for creditors to file claims expires, the liquidation commission draws up an interim liquidation balance sheet, which contains information on the composition of the assets of the legal entity being liquidated, the list of claims filed by creditors, as well as the results of their consideration.

     The interim liquidation balance sheet is approved by the owner of the property of the legal entity or the body that made the decision to liquidate the legal entity.

     When drawing up an interim liquidation balance sheet, the assets of a legal entity being liquidated do not include allocated assets that are collateral for the obligations of a special financial company in project financing, for bonds of a special financial company in securitization issued in accordance with the legislation of the Republic of Kazakhstan on project financing and securitization, and collateral that is the following collateral for mortgage bonds: the rights of claim under housing mortgage loan agreements (including mortgage certificates), as well as government securities of the Republic of Kazakhstan in cases where ownership of these bonds arose from their holders or passed to them through transactions or on other grounds provided for by legislative acts of the Republic of Kazakhstan. The specified property and allocated assets are transferred by the liquidation commission to a representative of mortgage bondholders, a representative of creditors and (or) bondholders determined in accordance with the legislation of the Republic of Kazakhstan on project financing and securitization in order to satisfy creditors' claims.

     When drawing up an interim liquidation balance sheet, the property of the liquidated state Islamic special financial company does not include property sold to the state Islamic special financial company on the basis of a decision of the Government of the Republic of Kazakhstan. The specified property is transferred by the liquidation commission to the ownership of the Republic of Kazakhstan in accordance with the procedure and terms determined by the Government of the Republic of Kazakhstan.

     5. If the legal entity being liquidated (except for state institutions) does not have enough money to satisfy creditors' claims, the liquidation commission shall sell the property of the legal entity at public auction in accordance with the procedure established for the enforcement of court decisions.

     When the mortgaged property included in the property of a liquidated legal entity is sold at public auction, the claims of the mortgaged creditors are satisfied primarily before other creditors within the amount received from the sale of the mortgaged property.

     If the amount from the sale of the pledged object is insufficient, the remaining amount of the collateral creditor's claims shall be satisfied in the order of priority established by Article 51 of this Code.

     6. Payment of money to creditors of a liquidated legal entity is made by the liquidation commission in the order of priority established by Article 51 of this Code, in accordance with the interim liquidation balance sheet, starting from the date of its approval. The specifics of the distribution of property of joint-stock companies are established by the legislation of the Republic of Kazakhstan on joint-stock companies.

     If there is mortgaged property in the property of the liquidated legal entity, the mortgaged creditor has the right to satisfy its claims by accepting the mortgaged property in kind.

     The liquidation commission, within ten working days from the date of receipt from the secured creditor of the notification of acceptance of the pledged property in kind, evaluates it.

     The transfer of the pledged property to the secured creditor is carried out after the assessment, taking into account the requirements provided for in parts five and six of this paragraph.

     If the estimated value of the pledged property, minus the costs incurred to evaluate the pledged object, is greater than the claims of the pledged creditor, the difference is returned by the pledged creditor to the property of the liquidated legal entity.

     If the estimated value of the pledged property, minus the costs incurred to evaluate the pledged object, is less than the claims of the pledged creditor, the claims of the pledged creditor in the amount of the difference shall be satisfied in the order of priority established by Article 51 of this Code.

     7. After completing settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the owner of the property of the legal entity or the body that made the decision to liquidate the legal entity.

     8. The property remaining after the creditors' claims have been satisfied is used for the purposes specified in the constituent documents.

     9. If the state-owned enterprise being liquidated does not have enough property, and the institution being liquidated does not have enough money to satisfy creditors' claims, the latter have the right to file a lawsuit with the court to satisfy the remaining part of the claims at the expense of the owner of the property of this enterprise or institution.

     9-1. Excluded by the Law of the Republic of Kazakhstan dated 03/01/2011 No. 414-IV (effective from the date of its first official publication).

     10. The liquidation of a legal entity is considered completed, and the legal entity has ceased its activities after entering information about it into the National Register of Business Identification Numbers.

     The footnote. Article 50 as amended by the Laws of the Republic of Kazakhstan dated 15.07.1996 No. 30; dated 11.07.1997 No. 154; dated 02.03.1998 No. 211; dated 10.07.1998 No. 282; dated 16.12.1998 No. 320; dated 03.06.2003 No. 426; dated 10.01.2006 No. 115 (effective from the date of its official publication); dated 20.02.2006 No. 127 (the procedure for the introduction of 2); dated 12.01.2007 No. 225 (effective from the date of its official publication); dated 01.03.2011 No. 414-IV (effective from the date of its first official publication); dated 12.01.2012 No. 539-IV (effective after ten calendar days after its first official publication); dated 24.12.2012 No. 60-V (effective after ten calendar days after its first official publication); dated 07.03.2014 No. 177-V (effective after ten calendar days after date of its first official publication); dated 07.11.2014 No. 248-V (effective after ten calendar days after the date of its first official publication); dated 29.10.2015 No. 376-V (effective from 01.01.2016); dated 24.11.2015 No. 422-V (effective from 01.01.2016); dated 27.02.2017 No. 49-VI (effective after ten calendar days after the date of its first official publication); dated 02.04.2019 No. 241-VI (for the procedure of entry into force, see art. 2).

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