Article 86. Transformation of society The Law on Joint Stock Companies

Home / RLA / Article 86. Transformation of society The Law on Joint Stock Companies

1. The company (with the exception of a non-profit organization established in the organizational and legal form of a joint-stock company) has the right to transform into a business partnership or a production cooperative, to which all the rights and obligations of the transformed company are transferred in accordance with the transfer act.

The Company has the right to transform into a non-profit organization in the form of a higher scientific organization in accordance with the Law of the Republic of Kazakhstan "On Science and Technological Policy", into an autonomous educational organization in accordance with the Law of the Republic of Kazakhstan "On the status of Nazarbayev University", "Nazarbayev Intellectual Schools" and "Nazarbayev Foundation", as well as into an autonomous cluster fund in accordance with the Law of the Republic of Kazakhstan "On the Astana Hub Innovation Cluster".

2. The Board of Directors of the transformed company submits for consideration by the general meeting of shareholders the issue of the transformation of the company, the procedure and conditions for the implementation of the transformation, the procedure for determining the shares of participants in a business partnership or shares of members of a production cooperative. The share of a participant in a business partnership or a share of a member of a production cooperative is determined in proportion to the ratio of the number of shares of the company owned by this participant in the transformed company to the total number of outstanding (except for repurchased) shares of the company.

The size of the authorized capital of a business partnership or a production cooperative is equal to the difference between the assets and liabilities transferred to it by the reorganized company in accordance with the transfer act, and must comply with the requirements established by the legislative acts of the Republic of Kazakhstan.

3. The General Meeting of Shareholders of the transformed company decides on the transformation of the company, the procedure and conditions for the implementation of the transformation, the procedure for determining the shares of a business partnership or shares of members of a production cooperative and approves the transfer act.

4. The participants of a new legal entity created during the transformation shall take a decision at their joint meeting on the approval of its constituent documents and the election of bodies in accordance with the legislative acts of the Republic of Kazakhstan.

5. Persons included in the list of shareholders compiled on the date of cancellation of the share issue by the central securities depository become participants in a new legal entity transformed from a joint-stock 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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