On challenging the refusal of the state re-registration of the Plant, joining the founding agreement and the charter
No. 6001-24-00-6ap/1695 dated April 24, 2025
Plaintiff: R.N.
Defendant: NAO "Government for Citizens State Corporation"
The subject of the dispute: on challenging the refusal of state re-registration of the Plant, joining the founding agreement and the charter
Review of the plaintiff's cassation complaint PLOT:
On November 28, 2023, the plaintiff applied to the NAO with an application for state re–registration of the Plant, accession to the founding agreement and the statute of the plaintiff with recognition of the rights to the property - the share of the founder (participant) in the amount of 44.4% instead of JSC "Ts", which ceased its activities.
On December 21, 2023, the NAO branch denied the application, which was motivated by the lack of a decision on state re-registration of the legal entity due to a change in the membership.
Due to the branch's refusal to re–register the Plant, the plaintiff appealed to the branch's higher authority, the NAO, which
On December 28, 2023, based on the results of the administrative hearing procedure, the plaintiff was also given a reasoned refusal. It is stated that the NAO does not have the right to independently carry out state re-registration of the above-mentioned legal entity, since the state re-registration of a legal entity is by proxy. It is explained to the plaintiff that the registration authority has no right to interfere in the financial and economic activities of legal entities, but only certifies the fact of registration and other actions.
The plaintiff, exercising the right provided for by law, appealed to the court with the above-mentioned administrative claim, arguing that he is the owner of the shares of the Plant previously owned by JSC Ts, based on the application for the legalization of shares dated March 29, 2007 in
The total number of shares is 27,932, which is 44.441% of the converted authorized capital of the Partnership. At the same time, repeated demands to the management of the Partnership to include the plaintiff in the LLP did not lead to a result. The executive body of the Partnership has created obstacles to its entry into the register of shareholders, founders of LLP (formerly JSC) "P". He believes that the actions of the NAO to refuse state re-registration are illegal, due to the fact that the defendant is obliged to represent his interests.
Judicial acts:
1st instance: the claim was denied.
Appeal: the decision of the court of first instance remains unchanged.
Cassation: judicial acts in this case are upheld.
Conclusions: Article 14 of the Law of the Republic of Kazakhstan
The Law on State Registration of Legal Entities and Registration of Branches and Representative Offices (hereinafter referred to as the Law) establishes an exhaustive list of documents required for re–registration of a legal entity. One of them is to provide a decision or an extract from the decision of the authorized body of the legal entity on state (accounting) re-registration, providing for amendments and additions to the constituent documents of the legal entity, the regulations on the branch (representative office), sealed with the seal of the legal entity, except for submitting an electronic application. If the legal entity is a private business entity, it is not necessary to seal the documents.
In the case under consideration, no such document has been submitted to the NAO by the plaintiff.
At the same time, in accordance with paragraph 3 of Article 14-2 of the Law, amendments and additions to the registration data of a legal entity, branch (representative office) are made when amendments and additions are made to the constituent documents, with the exception of the requirements provided for in Article 14-1 of this Law.
Changes and additions to the registration data of a legal entity, branch (representative office), specified in subparagraph 3) of part one of this article, are made on the basis of an electronic notification with the attachment of the documents provided for in this article.
A legal entity, a branch (representative office), is responsible for the completeness and accuracy of the entered information.
Thus, the plaintiff should apply to the executive body of the legal entity to convene an extraordinary general meeting of participants, since the executive body of the legal entity is the subject of the application to the registration authority and responsible for the completeness and reliability of the information entered.
In this case, the plaintiff applied to the registration authority, therefore, the defendant's actions are lawful, accepted in
within the limits of their competence and in accordance with the current legislation, there are no grounds for recognizing them as illegal and forcing them to adopt an act favorable to the plaintiff.
By virtue of part four of Article 155 of the CPC, the court refuses to satisfy the claim if, upon its consideration, it finds that the contested action (inaction) has been committed, the decision has been made in accordance with the competence and legislation of the Republic of Kazakhstan.
In such circumstances, the judicial board considered that the conclusions of the local courts to dismiss the claim were legitimate and justified.
Since the circumstances of the case were established correctly by the local courts, and the norms of substantive and procedural law were applied correctly, the collegium did not find any grounds for canceling or changing judicial acts.
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