Commentary to article 87. Constituent documents of the Joint-stock Company of the Civil Code of the Republic of Kazakhstan
The founding agreement of a closed joint-stock company is a document defining the procedure of the founders for its creation and their subsequent relationship after the state registration of the company and the formation of its authorized capital. In a closed joint-stock company, where there is a certain amount of personal element in the relationship between shareholders, the newly joined participant acquires the relevant rights and obligations under the founding agreement. Since, in accordance with paragraph 3 of art. 4 of the Decree on Business Partnerships, the content of the founding agreement of a joint-stock company is a commercial secret, the founders may indicate in it those provisions that they would not like to disclose to the public in the company's charter.
The founding agreement of an open joint-stock company is the agreement of the founders on its creation. This agreement is concluded for the purpose of resolving the issues of the founders' joint activities to establish a joint stock company and becomes invalid from the moment of full payment of the authorized capital announced at the time of the company's establishment, unless otherwise established by law (paragraph 1 of Article 39 (previously 56) of the Decree on Business Partnerships). The provisions of the founding agreement of the open joint-stock company relate exclusively to the founders and cannot have any influence on ordinary shareholders who did not participate in the preparation of the company's founding documents. Free withdrawal from such a joint-stock company by alienating its shares, as well as joining it by acquiring them, exclude any possibility of succession in respect of obligations established by the founding agreement.
In the process of creating a joint-stock company, the founders develop and approve its charter. The articles of association should contain information common to all types of business partnerships (clause 4 of Article 41 and Clause 6 of Article 58 of the Civil Code), and conditions specific exclusively to joint-stock companies. In particular, the type of company (open or closed), information about the types of shares of the company, their nominal value, quantity, the rights of their owners, etc. should be indicated.
Constitution Law Code Standard Decree Order Decision Resolution Lawyer Almaty Lawyer Legal service Legal advice Civil Criminal Administrative cases Disputes Defense Arbitration Law Company Kazakhstan Law Firm Court Cases
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.
