Commentary to article 93. Reorganization and liquidation of the Joint Stock Company of the Civil Code of the Republic of Kazakhstan
In addition to the general grounds and general rules for the reorganization and liquidation of legal entities specified in Articles 45 and 49 of the Civil Code, a joint-stock company may be reorganized or liquidated by a decision of the general meeting of shareholders. Other grounds and procedures for the reorganization and liquidation of joint-stock companies are determined by the Civil Code, the Decree on Business Partnerships and other legislative acts.
The Decree on Business partnerships does not provide clear grounds for the compulsory termination of their activities through the courts for joint-stock companies. In this regard, in this case, an analogy should be applied with the provisions of the Law on LLP concerning the compulsory termination of LLP, according to which a joint-stock company may be terminated in court at the request of interested parties if the amount of the authorized capital decreases below the minimum amount provided for by the Decree on Business Partnerships, or if the participants do not form in time, established by the Decree on Business Partnerships, the authorized capital of the company (paragraph 1 of Article 69 of the Law on LLP).
Also, according to the above analogy of the law, a closed joint-stock company, if the number of its shareholders holding voting shares exceeds 50, is subject to transformation into an open company within a year, and after this period is liquidated in court at the request of the registering authority or other interested parties, if the number of participants does not decrease to 50 (paragraph 2, Article 69 of the Law on LLP).
During the transformation (reorganization) of the organizational and legal form, the joint-stock company may be transformed into an LLP or a production cooperative. The provision on the possibility of converting a joint-stock company into a production cooperative was introduced by the Law of the Republic of Kazakhstan dated July 15, 1996, however, such a transformation significantly affects the rights of shareholders, since personal labor participation is an obligatory element for participation in the activities of a production team. Obviously, such a procedure is more organic and acceptable for a closed joint-stock company, but this provision cannot be applied for an open joint-stock company unless it is decided unanimously by all shareholders.
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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.
