Article 6. The Constituent Assembly. The sole founder of the Law on Joint Stock Companies

Home / RLA / Article 6. The Constituent Assembly. The sole founder of the Law on Joint Stock Companies

1. The Company is established by a decision of the meeting of its founders (constituent assembly). In the case of the establishment of a company by one founder, the decision on the establishment of the company is made by such person alone.

The Company may be established through the reorganization of an existing legal entity in accordance with the procedure established by this Law and other legislative acts of the Republic of Kazakhstan.

2. At the first founding meeting, the founders:

1) make a decision on the establishment of the company and determine the procedure for joint activities to establish the company;

2) conclude a foundation agreement;

3) establish the amount of advance payment for shares by the founders;

4) establish the number of declared shares, including shares payable by the founders;

4-1) establish the conditions and procedure for converting the company's securities to be replaced by the company's shares;

4-2) approve the methodology for determining the value of shares when they are repurchased by the company in accordance with this Law;

5) decide on the issue of declared shares;

6) excluded by the Law of the Republic of Kazakhstan dated December 28, 2011 No. 524-IV (effective after ten calendar days after its first official publication);

7) elect persons authorized to sign documents for state registration on behalf of the company;

8) determine the persons who, in accordance with the legislation of the Republic of Kazakhstan, will evaluate the property contributed to the payment of the authorized capital by the founders of the company;

9) elect persons authorized to carry out the financial and economic activities of the company and represent its interests before third parties before the formation of the company's bodies;

10) approve the articles of association of the company.

3. Several subsequent meetings of the founders may be held prior to the start of the share placement. At the same time, amendments and additions to the decisions adopted at the first constituent assembly are allowed only with the participation of all parties to the constituent agreement in the constituent assemblies.

4. At the first constituent meeting of the company, each of the founders has one vote. At subsequent constituent meetings, each of the founders has one vote, unless otherwise provided by the founding agreement.

5. The decisions of the constituent assembly (the sole founder) are formalized by a protocol (decision) to be signed by all the founders (the sole founder) of the company.

The Law of the Republic of Kazakhstan dated May 13, 2003 No. 415.

This Law defines the legal status, procedure for the establishment, operation, reorganization and liquidation of a joint-stock company; the rights and obligations of shareholders, as well as measures to protect their rights and interests; the competence, procedure for the formation and functioning of the bodies of a joint-stock company; the powers, procedure for the election and responsibility of its officials.

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Republic of Kazakhstan

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