2. The joint stock company shall have the right to issue the benches in the amount which does not exceed the amount of the charter fund after its full payment and not earlier than the third year of its existence under the condition that by that time the annual balance sheets shall be dully approved.
3. A joint stock company shall not have the right to (declare) to announce and pay dividend as follows:
1) prior to the full payment of the total (charter fund) charter capital;
2) where the amount of the charter fund is reduced as a result of the payment of dividend.
Article 92. Joint stock company management
1. The Supreme body of managing a joint stock company is a general meeting of its shareholders. The adoption of the following decisions shall be referred to the exclusive authority of the general meeting of the shareholder:
1) on changing the charter;
2) concerning the alteration (increase are decrease or reduction) of the amount of the charter fund of a joint stock company;
3) concerning the consolidation and splits of the shares issued previously additional issues of shares;
4) concerning the procedure for issuing bonds;
5) on the election of the executive bodies of the company's members of the review commission and (or auditors of the company) and also concerning the preliminary termination of powers;
concerning the approval of the annual results of the activities of the company, reports of the executive bodies of the company and conclusions of the ordered commission, the procedure for distribution of profits and covering of losses;
concerning the adoption of the internal regulations for the company amendments and additions that concerning the secession of termination of the company including by way of merger, adjoining, spitting separation or changes in the organizational and legal forms, appointments of the liquidation commission, (appointment) the approval of the liquidation balance. Any other issues concerning the activity of the company may be referred to the authority of the general meeting of the shareholders by the charter of the company.
2. The resolution of the issues which are referred by the present Code or the foundation documents of a joint stock company to the exclusive authority of the General meeting of the shareholders may not be delegated to the executive bodies of the company.
3. In the joint stock company there may b created the supervisory council both from the number of shareholders including the founders and from any other (invited) hired specialists, i.e., experts. The supervisory council shall exercise control of the activities of the executive bodies of the joint stock company. The members of the supervisory council shall not the right to act (in the name of) on behalf of the joint stock company. In the case of creating a supervisory council by the charts of the company there must be provided an exclusive authority. The issues-which are referred to the charts to the exclusive authority of the supervisory council may not be transferred by to the resolution of the executive body of the joint stock company.
4. The executive body of a joint stock company may be a collective body (both director it) or (and) single one (director, general director, president). It shall carry out the current management of the activities the joint stock company and it shall report to the executive council and a General meeting of the shareholders the authority of the executive body of a joint stock company shall include the resolution of all the issues which do not constitute the exclusive authority of any other bodies of managing the company which is established in the legislation) which is determined in the legislation or by the foundation documents.
5. The authority of the bodies, of the governing bodies of a joint stock company and also the procedure for adopting by them of the resolutions and acting on behalf of the company shall be determined in accordance with the present Code by the legislation and the foundation documents.
6. A joint stock company may for auditing and confirming the accuracy of financial reports in higher professional auditor which is not tied by property increased with the company or its participants (independent audit). And audit of a joint stock company must be carried out at any time in accordance with the requirements of shareholders whose total aggregate share in the charter fund constitutes ten and more %. The procedure for conducting audits of activities of a joint stock company shall be determined in the legislation and the foundation documents of the company.
Article 93. Reorganization and liquidation of a joint stock company
1. A joint stock company may be voluntary reorganized or liquidated upon the decision of the shareholders meeting. Any other rounds and the procedure for reorganization and liquidation of a joint stock company shall be determined in the present Code and other legislative acts.
2. A joint stock company shall have the right to be transformed only into the limited liability partnership.
7. Subsidiary and Other Related Business Partnerships.
Article 94. Subsidiary business partnership
1. A business partnership shall be recognized as subsidiary where the other (the main business partnership) by virtue of the predominant participation in its charter fund or in accordance with the agreement concluded between them or in any other way has the capacity to determine the decisions which are adopted by such partnership.
2. The subsidiary business partnership shall not be a reliable for the debts of its main business partnership. The main business partnership which in accordance with the agreement with the subsidiary business partnership has the right to give to the latter the indications which are compulsory for it shall be subsidiarily liable with the subsidiary business partnership in respect of the transactions concluded by the latter to execute such indications. In the case of insolvency (bankruptcy) over subsidiary business partnership the cause of the guilt of the main business partnership the latter shall be the subsidiary responsibility in respect of its debts.
3. The participants (shareholder) of a subsidiary business partnership shall have the right to require the compensation by the main business partnership of the losses which are inflicted (by its) through its faults to the subsidiary business partnership unless otherwise is provided in the legislative acts.
4. The special considerations concerning the position of the subsidiary business partnership which are not provided in this Article shall be determined in the legislative acts concerning business partnerships and concerning. the restriction of monopolistic activities.
Article 95. Related joint stock company
1. A joint stock company shall be recognized as related where the other (participating) or dominating legal entity as more than 20% of its voting shares.
2. The (predomination) predominating (participating) legal entity must immediately publish the information concerning the acquisition by it of the appropriate amount of shares of the related joint stock company in accordance with the procedure provided in the legislative acts.
3. The mutual participation of joint stock company in the charter funds of each other may not exceed 25% of each in the charter fund unless otherwise is provided in the legislative acts. The joint stock company which mutually participate in the charter fund of each other may not use more than 25% of the votes at are the General meeting of the shareholders or the other company.
4. The special considerations in respect of the position of related and mutually participating in the charter funds of each other joint stock companies which are not provided in this Article shall be determined in the legislative acts concerning the joint stock companies and concerning their restrictions to the monopolist activities free.
III Productive Cooperatives
Article 96. General provisions on productive cooperatives
1. A voluntary association of citizens on the basis of the membership for joint entrepreneurial activities which is based on personal labor participation and association by the members of their property contributions (shares) shall be recognized as productive cooperatives.
2. Members of a cooperative must be not less than 2.
3. Members of a productive cooperative shall bear in respect of the obligations of the cooperative an additional (subsidiary) liability in the amounts in accordance with the procedure provided by the law concerning productive cooperatives.
4. The legal position of the productive cooperative and its members shall be determined in accordance with the present Code and legislative acts.
Article 97. Charter of a productive cooperative
The charter of a productive cooperative must contain apart from the information indicated in paragraph 4 of Article 41 of the present Code the conditions concerning the amounts of shares of the cooperatives members concerning the composition on the procedure for contributing shares by the members of the productive cooperative and their liability for the violation of the obligations in respect of marking the contribution of the share, concerning the nature and the procedure of the labor participation of its members in the activities of the cooperative and their responsibility for violating the obligations in respect of the personal labor participation concerning the procedure for the distribution of profits and lasses of the cooperative, concerning the composition and the authority of the governing body of a cooperative and the procedure for the adoption by them of the decisions including amongst those concerning the issues the resolution in respect whereof are to be adopted unanimously or by a qualified majority of votes.
Article 98. Property of a productive cooperative
1. Assets which are in the ownership of a productive cooperative shall be divided into shares of its members according to the charter of the cooperative. (A share shall be) share of the member of a productive cooperative in the assets of the cooperative.
2. The profits of cooperative shall be spread amongst its members in accordance with its labor participation unless another procedure provided in the charter of the Cooperative.
3. In accordance with the same procedure the assets shall be distributed which remain after the liquidation of the cooperatives and satisfaction of the claims of its creditors.
Article 99. Management of productive cooperatives
1. The Supreme body of managing a productive cooperative shall be General meeting of its members. In the productive cooperative there may be created a supervisory council which exercises the control activities of the executive bodies of the cooperative. The members of the supervisory council shall not have the right to act on behalf of a productive cooperative. Executive bodies off the cooperative shall be the board and (or) its chairman. They shall carry out the current management of the activities of the cooperative and they shall be accountable to the supervisory council and the general meeting of the members of the cooperative.
Supervisory council and the board of a productive cooperative may be only the cooperative's members. A member of a cooperative may not be at same time the member of the supervisory council and the member of the board.
2. The authority of the bodies of the governing bodies of the productive cooperatives and a procedure concerning the adoption of decisions by the and acting on behalf of cooperative shall be determined in the legislative acts and the foundation documents.
3. The following shall be referred to the executive authority of the General meeting of the members of a productive cooperative:
1) changing the charter of the cooperative;
2) formation of the executive and audit bodies and supervisory council and the removal of the members;
3) acceptance and exclusion of the members of the cooperative;
4) the approval of the annual accounts and accounting balance sheets of the cooperative and distribution of its profits and losses;
5) the decision concerning the reorganization or liquidation of a cooperative.
The legislative acts and the foundation documents may refer to the exclusive authority of the General meeting also any other issues. The issues which are referred to the exclusive authority of the General meeting or the supervisory council of a cooperative may not be transferred by them for, may not be delegated by them for the resolution of the executive body of the cooperative.
4. The member of a cooperative shall have one vote when a decision is adopted by the General meeting.
Article 100. The cessation of a membership in a productive cooperative
1. A member of a productive cooperative shall have the discretionary right to withdraw from the cooperative. In that case he must be paid or issued his share and also other benefits must be made which are provided in the charter.
The issue of the share or any other assets to the cooperative member who is leaving the cooperative shall be carried out upon the expiring of the financial year and the approving of the counting balance sheet of the cooperative.
2. A member of a productive cooperative may be excluded from the cooperative upon the decisions of the General meeting in the case of a failure to execute or improper execution of the duties which are delegated to in by the charter of the cooperative and also in any other cases which are provided in the legislative acts and the foundation documents. The exclusion from membership of a productive cooperative may be excluded from it upon the decision of the General meeting in relation to the membership in a similar cooperative.
A member of a productive cooperative who is excluded from it shall have the right to get the share and any other benefits which are provided in the charter of the cooperative in compliance with the paragraph 1 of this Article.
3. A member of a productive cooperative shall have the right to transfer his share or its part to any other cooperative member unless otherwise is provided in the legislative acts and the foundation documents. The transfer of a share (part thereof) to a citizen who is not a member of a productive cooperative shall only be permissible with the consent of the cooperative. In that case any other member of the cooperative shall exercise the preemption right in the purchase of such a share (its part).
4. In the case of a demise of a member of a productive cooperative its heir may be adopted as member of the cooperative unless other wise is provided in the charter of the cooperative otherwise the cooperative shall pay to the inheritor the value of the share of the demised cooperative member.
5. The claims against the share of a productive cooperative member in respect of his personal debts shall be permitted only in the case of the shortage of his other assets for covering such debt in accordance with the procedure provided in the legislative acts and the foundation documents of the cooperative.
Article 101. Reorganization and liquidation of a productive cooperative
1. A productive cooperative may be voluntary reorganized or liquidated upon the resolution of the General meeting of its member.
Any other grounds and the procedure for reorganization liquidation of a productive cooperative shall be determined in the present Code and other legislative acts.
2. A productive cooperative upon the unanimous decision of its members may be transformed into a business partnership or a joint stock company.
IV. State Enterprise
Article 102. Fundamental provisions concerning the state enterprise
1. State enterprises shall include the enterprises:
1) based on the right of business authority;
2) based on the right of operative administration (state owned enterprise).
2. Property of the state enterprise shall be indivisible and cannot be distributed according to contributions (shares) neither amongst enterprise employees.
3. The firm name of state enterprises must contain an indication to the name of the property owner.
4. A state enterprise shall be formed according to the decision of the authorized state body.
5. The body of a state enterprise shall be its leader who is appointed by the authorized state body and accountable to it.
6. Liquidation and reorganization of a state enterprise shall be carried out according to the decision of its founder.
7. Legal status of a state enterprise shall be determined by the present Code and other legislative acts.
Article 103. Enterprise based on the right of business authority (state owned enterprise)
The enterprise which is based on the right to business authority (the state owned enterprise) shall be created upon the resolution of the authorized state body. The legal position of the state enterprise shall be determined by the legislation concerning the enterprise.
Article 104. Public enterprise
The enterprise which is imparted by the state with the assets on the right of the operational administration shall be recognized as public enterprise. The Republic of Kazakstan shall be a subsidiary responsibility in respect of the obligations of public enterprises where their assets are insufficient.
V. Non profit Organizations
Article 105. Institution
1. An organization which is created and financed the owner for carrying out administrative, social, cultural or any other functions of non-profit nature shall be recognized as an institution. The right of institutions which are affixed to them or the properties which are affixed to them shall be determined in accordance with articles 202 and 208 of the present Code.
2. The special considerations of the legal position of certain type of state owned and other institutions shall bb determined in the legislation.
Article 106. Public association
1. A public association shall be recognized as a public organization which emerged as a result of a association of citizens for the purpose of achieving the common interests. The participants (members) of public association shall not retain the rights to the assets which are transferred to them by those associations including the membership fees. They shall not be liable in accordance with the obligations of the public associations in which participate as their members and the indicating associations shall not be liable for the obligations of their membership. The composition of a public association in the cases provided by its charter may include collective members.
2. A public association shall operate on the basis of a charter.
3. The property of a public association shall be items which are necessary for the material for the financial supplies provision for the activities provided in its charter (statute) and also enterprises which are created the expense of its resources. The monetary resources of a public association shall be formed from the admission and membership fees, where the payment is provided in the charter, voluntary contributions and donations, receipts from producing lectures, exhibitions, sport and any other events in accordance with the charter, income from productive any other business activities, other receipts which are not prohibited by law.
4. Public association may on the voluntary principals associate into unions or public associations.
5. The income from business activities or public association may not be distributed amongst its members (participants) of that association! and it shall be used for the implementation of the charter objectives.
6. The assets of a public association which is liquidated upon the resolution of the convention (conference) or the General meeting shall be used on the purposes which are provided in this charter.
7. The legal position of a public association shall be determined by the legislative act in accordance with the present Code.
Article 107. Public foundation
1. A public foundation shall be recognized to be a non-commercial organization which does not have any membership, which is founded by the citizens or legal entities on the base of the voluntary property contributions and which pursues social, charity, cultural, educational and any other publicly useful purposes.
2. A public foundation shall be a legal entity and in the Civil rights turnover it shall be presented by the bodies of the foundation, it shall have on independent balance and the settlement account.
3.The assets which transfer to the public foundation by its founders shall of a foundation shall not retain property rights in respect of the assets of the public foundation.
4. The financial source of a public foundation shall be the monetary resources of the founders sponsorship, voluntary, charity donations and any other legal receipts.
5. The procedure for the administration of a public foundation, the procedure for the formation of its body 'shall be determined by its charter which is approved by the founder. The charter of public foundation apart from the information contained in paragraph 4 of Article 41 of the present Code must contain the indications concerning the procedure for the appointment of the officials of the fund and the release, the destiny of the assets of the foundation in the case of its liquidation.
6. The foundation shall be obliged annually to publish the report concerning the use of its assets.
7. Upon the resolution of the court a public foundation may be liquidated in the following cases:
1) where the assets of the foundation are not sufficient for the exercise, for the achievements of its purposes and the probability of obtaining the required assets is not realistic;
2) where purposes of a foundation may not be reached and the necessary changes in the goals, in aim, in the purposes of the foundation may not be made;
3) in the case of the foundations evasion from, in its activities from the purposes which are provided in its charter;
4) in any other cases which are provided in the legislative acts or the foundation documents.
8. The assets which remain after the liquidation of a public association shall be used for the purposes provided in its charter.
Article 108. Consumer cooperative
1. A consumer cooperative shall be recognized to be voluntary association of citizens on the basis of the membership for the satisfaction of the social and economic requirements of their member and any other citizens by way of uniting on a shared property basis of its participants.
2. Members of a consumer cooperatives shall be obliged within 3 months after the approval of the annual balance to cover the losses which form by way of additional contributions in the case of a failure to fulfill those obligations the cooperative may be liquidated in a judicial procedure upon the requirements of the creditors. Members of a consumer cooperative shall bear a solitary subsidiary liability in respect of its obligations within the limits of the unpaid amount the additional contribution by the members of the cooperative.
3. The charter of the consumer cooperative must contain outside of the apart from the information indicated in the paragraph 4 of Article 41 of the present Code. The conditions concerning the size of the shares of the members of the procedure for the contribution or shares by the members of the cooperatives and their responsibility for the violation the legislation obligation to contribute the share concerning the composition and the authority of the governing bodies the cooperative and the procedure for adopting by it of the resolution including the issues the resolution whereof is to be adopted unanimous by qualified majority of votes, concerning the procedure of reimbursement to the members of the cooperative of the losses incurred by them.
4. Income received by consumer cooperative may not be distributed amongst its members.
5. In the case of tile liquidation of a consumer cooperative or in the case of its leaving by a member of a cooperative he shall have the right to appropriate his share in the assets of the consumer cooperative in proportion to his share.
6. The legal position of the consumer cooperative and also the rights and obligations of its members shall be determined in accordance with the present Code and the legislative acts.
Article 109. Religious association
1. Religious association shall be a voluntary association of citizens united according to the procedure established by legislative acts on the basis of common interests for the purpose of satisfaction of spiritual needs.
2. Religious departments (centers) in accordance with their registered charters (provisions) shall have the right to found religious educational institutions, mosques, monasteries and other religious associations operating on the basis of their own charters (provisions).
3. Religious associations of the Republic of Kazakstan having management centers outside of the territory of the Republic can follow charters (provisions) of the centers, if this does not violate legislation of the Republic of Kazakstan and charters (provisions) of religious associations of the Republic of Kazakstan registered by the Ministry of Justice of the Republic of Kazakstan.
4. Appointment by foreign religious centers of leaders of religious associations acting on the territory of the Republic of Kazakstan shall be realized upon the agreement with the corresponding authorities of the Republic of Kazakstan.
5. Religious associations can form societies, brotherhoods, unions and other associations of people created for charities, studying and spreading of religious literature and other cultural-enlightenment activities. They can have their own charters (provisions) registered according to the procedure provided for public associations.
6. Foundation of spiritual, educational, religious associations and institutions, missionary activity of foreign citizens and persons without a citizenship shall be allowed only after their accreditation by local authorities and under the condition of its correspondence to the legislation of the Republic of Kazakstan.
7. Religious associations have the right to form enterprises for providing religious, social and charitable activities.
8. Religious associations are to get financial and other material help from foreign religious centers, international missionary and charitable societies and fund, if its use does not disagree with the legislation of the Republic of Kazakstan.
9. Religious associations shall have the right to own the assets which are acquired or created or manufactured by it at the expense of their own resources donated by the citizens organizations or transferred by the State and acquired on any other grounds which do not contradict the legislative acts.
10. The participants (members) of a religious association shall not retain the rights in respect of the assets which are transferred by them to that organization including membership fee. They shall not be liable in respect of the obligations of the religious association and the religious associations shall not be liable in respect of the obligations of its members.
11. The special considerations of the legal stators of the religious association shall be determined in accordance with the present Code and the legislative acts.
Article 110. A non-commercial association
1. A commercial organization for the purpose of coordinating the entrepreneurial activities and also providing the protection of common property interests may by agreement between themselves create associations in the form of amalgamations of association (unions) which are non-commercial organizations which shall be noncommercial organizations which shall be non-commercial organizations.
2. Public associations and any other non-commercial organizations including the institutions may voluntary uniting to associations (unions) of those organizations. In association (union) of non-profit organizations shall be a non-profit organization.
3. Members of the associations shall preserve their independence and the rights of legal entities.
4. An association shall not be liable on the obligations of its members. Members of the association shall bear subsidiary responsibility in respect of its obligations in the amount and in accordance with the procedure provided in the foundation documents of the association.
5. The participation of the State and administrative and territorial units in relations which are regulated by the civil legislation.
Paragraph 3. Participation of the State and
Administrative and Territorial Units in the relations
which are regulated by the Civil Legislation
Article 111. The participation of the Republic of Kazakstan in civil rights relations
Republic of Kazakstan shall act in the relations which are regulated by the civil legislation on an equal basis with any other participants of those relations which are citizens and legal entities. The bodies of the State, power and administration of the Republic of Kazakstan within the bounds of their authority established by the regulations and other acts determining the status of those bodies may act in the court on behalf of the Republic of Kazakstan and by their actions acquire and exercise property and personal non-property rights and obligations. Any other State bodies, legal entities and citizens may act in accordance with the special delegation by the Republic of Kazakstan in the cases and in accordance with the procedure provided in the legislation. The civil rights disputes with the participation of the Republic of Kazakstan shall be settled by judicial bodies.
Article 112. Participation of administrative and territorial units in civil rights relations
An administrative and territorial unit shall act in relations which are regulated by the civil rights legislation on equal grounds, on equal basis with any other participants of those relations which are citizens and legal entities. The local representative and executive bodies of par within the bounds of their authority established by regulations and any other acts which determine the status of those bodies may by their actions acquire and exercise property and personal non-property right and obligations in the name of the administrative and territorial unit and represent them in the court. In the cases and in accordance with the procedure provided in the legislation upon special instructions their local state bodies, legal entities and citizens may act on the behalf of the relevant administrative and territorial unit. In the cases which are provided in the legislation that administrative and territorial unit may act in civil rights relations on behalf of the State. The provisions of the present Code concerning the participation of the State and its bodies in relations regulated by the civil rights legislation shall apply to administrative and territorial units and their bodies unless otherwise follows from the legislation. Civil rights disputes of the participation of the administrative and territorial unit shall be settled by the judicial bodies.
Article 113. Making claims in respect of obligations of the Republic of Kazakstan and administrative and territorial units
1. The Republic of Kazakstan shall be responsible in respect of its obligations by the property of the State, treasury while the administrative and territorial unit shall bear its responsibility in respect of its obligations by the property of the local treasury.
2. To the Republic of Kazakstan and the administrative and territorial units shall not bear any responsibilities upon the obligations of each other and also upon the obligations of citizens and legal entities while citizens and legal entities shall not bear any responsibility in respect of their obligations of the Republic of Kazakstan and administrative and territorial units except for the cases provided by the present Code and legislative acts.
Article 114. Application towards the state and administrative and territorial units
All the provisions concerning legal entities, the norms which determine the participation of legal entities in relations which are regulated by the civil legislation shall be applicable to the State and administrative and territorial units unless otherwise follows from legislative acts.
CHAPTER 3. OBJECT OF CIVIL RIGHTS
1. General Provisions
Article 115. Types of objects of civil rights
1. Property and personal nonproperty, benefits and rights shall be objects in the civil rights.
2. Things, money, including foreign currency, securities, works, services, objective or other results of creative and intellectual activities, trade names, commercial names, commercial names and trade marks and any other means of industrialization of items, property rights and any other property shall be referred to property benefits and rights (property).
3. Life, health, dignity of a person, honor, good name, business reputation, inviolability of private life, personal and family secrets, the right to name, the right to be author, the right to inviolability of production and any other non-material or intangible benefits and rights shall be referred to non-property benefits and rights.
Article 116. The turnover capacity of the items of civil rights
1. Items of the civil rights may be freely alienated or transferred from one person to another in the course of the universal legal succession (inheritance, reorganization of a legal entity} or by other means, unless they are exempted from the turnover or restricted in the turnover.
2. Types of things the alienation of which is prohibited (things exempted from the turnover) must be directly indicated in legislative acts. The types of things which may not belong to only predetermined participants of the turnover or those the acquisition and alienation whereof is permissible only upon the special purpose permission (things whose turnover is restricted) shall be determined in the legislation.
3. Personal and non-property rights and benefits shall not be alienable and are not transferable by any other means except for the cases which are established in the legislative, acts.
Article 117. Movable and immovable property
1. The following shall be referred to immovable things (real estate, premises) pertain: buildings, structures, perennial, plantations and any other assets which are strongly fixed to the ground that is the items the transfer whereof is impossible without unreasonable damage their designation.
2. Also the air and sea vessels, the vessels of the internal domestic travel, the vessels of river, sea, the cosmos items shall be also equated to immovable things which are subject to the state registration. Any other assets may be referred by the legislative acts to immovable things.
3. Assets which are not referred to immovables including money and securities shall be recognized as movable assets. Registration of the rights in respect of movable assets shall not be required except for the cases provided in the legislative acts.
Article 118. State registration of immovables
1. The rights of ownership and any other rights to immovable in respect of immovables, the restriction of those rights, their emergence, transfer and cessation shall be subject to the state registration in a single state register.
