State Registration and Re-registration of Legal Entities
📘 1. General Overview
Article 42 of the Civil Code of the Republic of Kazakhstan regulates the procedure for the official recognition of a legal entity as a subject of law through state registration. It also establishes the cases requiring re-registration and the grounds for refusal of such actions.
📌 2. Registration Authority and Location (Part 1)
🔹 Distinctions:
| Type of Legal Entity | Registration Authority |
|---|---|
| Commercial organization | "Government for Citizens" State Corporation (Public Service Centers) |
| Non-commercial organization | Ministry of Justice of the Republic of Kazakhstan (and its territorial divisions) |
🔹 In specific cases, registration may be conducted by other state bodies (e.g., foundations under grant programs, organizations with foreign participation — through the Ministry of Foreign Affairs or the Ministry of National Economy of the RK).
📌 Registration is carried out in accordance with:
The Law of the RK "On State Registration of Legal Entities";
The Tax Code of the RK (based on BIN);
Order of the Ministry of Justice No. 583 dated June 17, 2015 (administrative regulations).
🕘 3. A Legal Entity is Deemed Established from the Moment of Registration (Part 3)
"A legal entity shall be considered established from the moment of its state registration."
🔹 This means:
only after registration can a legal entity enter into civil legal relations;
prior to registration — any agreement between founders is of a pre-contractual nature;
registration = acquisition of legal capacity (in accordance with Article 35 of the Civil Code of the RK).
📎 Example:
Founders signed a lease agreement before the LLP was registered. The court declared the agreement invalid because the lessee did not yet exist as a legal entity.
📑 4. National Register of Business Identification Numbers (BIN) (Part 2)
All registered legal entities are included in the National Register of Business Identification Numbers (BIN).
🔹 Included data:
name;
legal form;
address;
full name of the head;
BIN;
date of registration.
📌 Access is provided through egov.kz and gov.kz — the data is official and can be used by counterparties, banks, and state bodies.
🏢 5. Branches and Representative Offices (Part 4)
🔹 Subject to mandatory registration or re-registration if:
newly established;
changing their name.
📌 Registration of a branch does not create a new legal entity but only formalizes a structural subdivision.
❌ 6. Refusal of Registration (Part 5)
🔹 Possible only in cases of:
violation of incorporation procedure (e.g., missing required documents);
inconsistency of the charter or founding documents with the law.
📌 The impracticality of creation is not a valid reason for refusal (this guarantees the freedom of entrepreneurship and association).
🔹 A refusal may be appealed:
in court (through administrative or civil proceedings — see the CPC of the RK);
in a pre-trial manner — by appealing to a higher justice authority or the Committee of the Ministry of Justice.
🔄 7. Re-registration (Part 6)
Re-registration is mandatory in cases of:
| Reason | Notes |
|---|---|
| 1. Decrease in charter capital | Requires notifying all creditors |
| 2. Change of name | The new name is entered into the BIN register |
| 3. Change in participants | Applies to LLPs if a professional registry is not maintained (e.g., no transfer agent) |
📌 Without re-registration, changes do not take legal effect and are considered invalid.
⚖️ 8. Examples from Judicial Practice
🔹 Example 1: Almaty, 2022An LLP decreased its charter capital but failed to undergo re-registration. One of the creditors demanded that the change be declared null and void.📜 The court upheld the claim: changes are invalid without registration.
🔹 Example 2: Astana, 2023A legal entity refused to register a branch. A counterparty made a claim using the old name and failed to collect the debt.📜 The court ruled that the counterparty could not reliably identify the branch since it was not registered.
🧾 9. Related Provisions
| Provision | Content |
|---|---|
| Civil Code of the RK, Articles 33–41 | Legal capacity, governance, charter |
| Law "On State Registration of Legal Entities" | Main regulatory act |
| Tax Code of the RK, Article 78 | BIN registration procedure |
| Civil Procedure Code of the RK | Appealing actions of state authorities |
| Law "On Public Services" | Registration deadlines and procedures |
🌍 10. International Standards
✅ World Bank Doing Business — legal entity registration is a key indicator of the business climate. Kazakhstan aims to digitalize this process.
✅ UNCITRAL Legislative Guide on Business Registrations — emphasizes the need for unified registers, transparent procedures, and protection of third-party interests.
✅ 11. Conclusion
Article 42 of the Civil Code of the RK is a crucial provision that defines the legal capacity framework of legal entities and their registration in a public register.
🔹 It ensures:
transparency;
legitimacy;
protection of third-party interests;
a foundation for tax, judicial, and commercial interaction.
Attention!
Law and Law Law Law draws your attention to the fact that this document is basic and does not always meet the requirements of a particular situation. Our lawyers are ready to assist you in legal advice, drawing up any legal document suitable for your situation.
For more information, please contact a Lawyer / Attorney by phone: +7 (708) 971-78-58; +7 (700) 978 5755, +7 (700) 978 5085.
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