Commentary to article 45. Reorganization of a legal entity of the Civil Code of the Republic of Kazakhstan
The commented article provides for five forms of reorganization of a legal entity - merger, affiliation, division, separation and transformation. Moreover, these forms can be combined. For example, a merger with the separation of a new legal entity from one of the merging legal entities, a separation with a partial merger, or a separation with a partial merger.
Legislation may provide for other forms of reorganization. However, to date, the legislation does not expand the list of norms for the reorganization of a legal entity, given in paragraph 1 of Article 45 of the Civil Code.
The reorganization of the republican state enterprise is carried out by the decision of the Government of the Republic of Kazakhstan, and the municipal enterprise by the decision of the head of the local administration. The authorized body carries out the reorganization of the enterprise (paragraph 1 of Article 16 of the Decree on the state Enterprise). For republican enterprises, ministries, state committees, departments and other state bodies authorized by the Government of the Republic of Kazakhstan are authorized by the Government of the Republic of Kazakhstan, and for municipal enterprises, local executive bodies authorized by the head of the local administration are authorized by the Government of the Republic of Kazakhstan.
An enterprise based on the right of economic management, a state-owned enterprise and a state institution may be transformed into each other. This follows from the absence of a ban on such reorganization in the Civil Code.
Comments on The Civil Code The Code of Criminal Procedure The Criminal Code The Normative resolution of the Supreme Court The criminal legislation The normative legal acts of the Republic of Kazakhstan
The commentary was prepared within the framework of the scientific and practical research program of the Scientific Research Center of Private Law of the Kazakh State Law University.
Head of the working group on the preparation of the draft Civil Code of the Republic of Kazakhstan, Corresponding Member of the Academy of Sciences of the Republic of Kazakhstan, Professor Suleimenov M.K.
Deputy head Professor Basin Yu.G.
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