Place of Location of a Legal Entity

📘 1. General Characteristics of the Article

The place of location of a legal entity is its officially recognized place of presence in the legal sphere, through which it exercises:

• its legal capacity;
• its connection with the state (taxation and registration);
• its responsibility in civil circulation (jurisdiction, interaction with third parties).

🔹 Article 39 establishes:

• the concept of the place of location;
• the requirement to indicate it in the constituent documents;
• the legal consequences of a discrepancy between the actual and legal address.

🏛️ 2. Place of Location = Place of the Permanently Acting Body (Part 1)

“The place of location of a legal entity shall be recognized as the place of location of its permanently acting body.”

🔹 What is a permanently acting body?

It is a body that:

• carries out operational management of the legal entity’s activities;
• represents the legal entity in court and before counterparties.

✅ Usually this is:

• the director / general director (LLP, JSC);
• the management board (JSC);
• the administration (non-profit organizations).

📌 The location of this body is considered the place of location of the legal entity, regardless of where production facilities, branches, or warehouses are located.

📑 3. Address in the Constituent Documents (Part 2)

“The place of location of a legal entity shall be indicated in its constituent documents with a record of the full postal address.”

🔹 What must be indicated:

• the name of the locality;
• street, building number, office (if any);
• postal code.

📌 This is important for:

• tax registration;
• determining court jurisdiction;
• sending official correspondence;
• registration of the Business Identification Number (BIN).

🔹 Regulatory basis:

• Law of the Republic of Kazakhstan “On State Registration of Legal Entities”;
• Orders of the Ministry of Justice of the Republic of Kazakhstan approving the forms of constituent documents;
• Civil Procedure Code of the Republic of Kazakhstan — for determining territorial jurisdiction.

📫 4. Discrepancy Between the Legal and Actual Address (Part 3)

“In relations with third parties, a legal entity shall not have the right to refer to the discrepancy of its actual address…”

🔹 Principle of legal certainty:

• a legal entity is obliged to act in good faith and ensure public availability of information about its location;
• if a legal entity has actually relocated but failed to update its address in the BIN, third parties do not bear the risks arising from this.

📌 A counterparty has the right to send correspondence:

• to the official address indicated in the BIN;
• to the actual address, if it is known.

🔹 Consequences for the legal entity:

• a letter sent to the registered address is deemed to have been duly received;
• the legal entity may not evade judicial or administrative procedures by referring to a change of its place of location.

⚖️ 5. Judicial Practice

🔹 Example: Almaty, 2022

A counterparty sent a claim to the address indicated in the BIN, while the legal entity had already moved to another office. The defendant failed to appear in court, referring to “non-receipt of the notification.”

📜 The court held that the legal entity had been duly notified: under the law, responsibility lies with the legal entity itself for failing to update its registration data in a timely manner.

📚 6. Related Norms and Acts

🌍 7. International Practice

✅ Civil Codes of CIS countries (Russian Federation, Belarus) contain similar provisions:

• the place of location is the place of the executive body;
• discrepancy of the address does not exempt from legal consequences.

✅ OECD Guidelines emphasize the importance of legal certainty of a legal entity’s place of location as part of corporate transparency and the fight against fictitious structures.

✅ 8. Conclusion

Article 39 of the Civil Code of the Republic of Kazakhstan plays an important role in:

• legal identification of a legal entity;
• ensuring the stability of civil circulation;
• protection of the rights of third parties.

🔹 A legal entity is obliged to indicate and keep its address up to date. Acting in good faith in this matter is key to the legal protection of all parties.

 Attention!   

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