Commentary to article 46. Succession in the reorganization of legal entities of the Civil Code of the Republic of Kazakhstan
Succession in the reorganization of legal entities is the transfer of rights and obligations from one legal entity to another by virtue of the relevant act of reorganization. Succession is carried out in relation to property rights and certain non-property rights (brand name, trademark, patent, license, industrial design, utility model, know-how, etc.). Succession involves the transfer of only those rights and obligations possessed by the reorganized legal entity.
When legal entities merge, all their responsibilities are transferred to the newly formed legal entity.
Merging legal entities may not, at their discretion, fail to reflect all their obligations in the transfer act. At the same time, the owner of the reorganized legal entity may become the legal successor of a part of the rights of the legal entity, if this does not affect the interests of creditors.
The reorganization of a legal entity in the form of incorporation is possible only within the framework of one form of ownership. Otherwise, we can only talk about transformation.
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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