The authorized capital of the joint-stock company

📘 I. The legal nature of the authorized capital of JSC

The authorized capital of a joint—stock company is:

· the monetary value of the property contributed by the shareholders to the company;

· guarantee to third parties (especially creditors);

· the basis for calculating the nominal value of shares and the proportional participation of shareholders in the management and distribution of profits.

Unlike an LLP: in a joint-stock company, the authorized capital is always formed through the placement of shares, and its size is directly relevant to the structure and number of shares.

📑 II. Commentary to Article 88 of the Civil Code of the Republic of Kazakhstan

"The minimum size and procedure for the formation of the authorized capital, as well as the procedure for its increase, are determined by the legislative acts of the Republic of Kazakhstan."

This rule is of a reference nature — it indicates that:

· Specific amounts and procedures are determined by special legislation;

· in particular, the Law of the Republic of Kazakhstan "On Joint Stock Companies" and regulatory legal acts of the Agency for Regulation and Development of the Financial Market of the Republic of Kazakhstan.

⚖️ III. Key regulatory provisions

1. Minimum size of the authorized capital

📎 Article 10 of the Law of the Republic of Kazakhstan "On Joint-Stock Companies":

· For non-public joint-stock companies: 5,000 MCI (in 2025 this is 5 000 × 3 963 ₸ = 19 815 000 ₸);

· For banks and insurance companies — significantly higher, established by separate laws:

o The Law "On Banks and Banking Activities";

o The Law "On Insurance Activities".

When registering a joint - stock company , the declared authorized capital must be:

· fully paid at the establishment of JSC;

· it is confirmed by documents (bank certificate, certificate of assessment).

2. Capital formation procedure

📘 The authorized capital is formed solely at the expense of:

· issues of shares (declared and placed);

· at the same time, a monetary and non-monetary contribution is possible, but:

o Non-monetary deposits are subject to mandatory independent assessment.

11 of the Law "On Joint-Stock Companies" — rules for payment of shares:

· at the establishment of the joint—stock company - until the moment of state registration of the issue of shares;

· Additional issues are issued through an additional issue in compliance with the requirements for approval and registration with an authorized body.

3. Procedure for increasing the authorized capital

, Magnification is possible:

1. By placing additional shares (art. 15 of the ZoAO);

2. By increasing the nominal value of outstanding shares (rarely used);

3. At the expense of retained earnings, while new shares may be placed pro rata without payment by existing shareholders.

📘 Required:

· resolution of the General Meeting of Shareholders;

· registration of an additional share issue with the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market;

· Amendments to the Articles of association.

, Related norms:

· The Law of the Republic of Kazakhstan "On Joint-Stock Companies", Articles 14-16;

· Civil Code of the Republic of Kazakhstan, Article 92 (placement of shares).

🔍 IV. Practices and risks

, Example 1:JSC decided to increase its capital by capitalizing on profits. However, the amendments to the articles of association were not registered, and the additional issue of shares was declared invalid.

, Example 2:In case No. 2-1134/2022, the court upheld the registration authority, which refused to register the joint-stock company due to incomplete payment of the authorized capital at the institution.

📌 Risk:Unpaid share capital or violation of the capital increase procedure may result in:

· Administrative responsibility;

· refusal of state registration;

· invalidity of shares or placement decisions.

📚 V. Related regulations and norms

Standard

Content

The Civil Code of the Republic of Kazakhstan, Articles 85-92

Legal status of JSC

The Law of the Republic of Kazakhstan "On Joint-Stock Companies", Articles 10-16

The authorized capital and the procedure for issuing shares

The Law of the Republic of Kazakhstan "On the Securities Market"

Registration of issue, regulation of circulation

NPA of the Agency of the Republic of Kazakhstan for Financial Regulation

Procedure for filing and registration of share issues

The Law of the Republic of Kazakhstan "On Banks"

Special rules for banks in the form of joint-stock companies

The Law of the Republic of Kazakhstan "On Insurance"

Capital of insurance companies

📝 VI. Conclusions and recommendations

1. The authorized capital of a joint—stock company is not just an accounting value, but a legally significant category that determines:

o the minimum financial foundation of the company;

o equity participation of shareholders;

o responsibility to creditors.

2. Important:

o comply with the established minimum MCI during registration;

o fully pay for the shares at the institution;

o strictly follow the procedure of capital increase through the issue of shares.

3. Recommended:

o regularly update the charter and issue prospectus;

o monitor deadlines and documents for capital increases;

o Ensure that non-monetary contributions are assessed by an independent appraiser. 

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. 

Attorney at Law Almaty Lawyer Legal Services Legal Advice Civil Criminal Administrative Cases Disputes Protection Arbitration Law Firm Kazakhstan Law Office  Court Cases