In what cases is it necessary to re-register a legal entity?
In what cases is it necessary to notify the registration authority?
Having your own business, you often wondered whether it is necessary to re-register if, for example, you changed your legal address, or changed the founder or director, or even changed the name of the legal entity? Let’s talk about everything in order.
According to the provisions of the Civil Code of the Republic of Kazakhstan, a legal entity is subject to state re-registration in the following cases:
- reducing the size of the authorized capital;
- name changes;
- changes in the composition of participants in business partnerships.
Each of the types of state re-registration of a legal entity is individual and requires a specific list of documents.
At the same time, when undergoing state re-registration, for one of the reasons indicated above, you should provide the registration authority with such documents as:
- Application in the form established by the Ministry of Justice of the Republic of Kazakhstan (provided at the PSC);
- Decision (if there is one Founder) and/or Minutes of the general meeting (if there are two or more founders), providing for the introduction of amendments and additions to the constituent documents of a legal entity, sealed by a legal entity;
- Three copies of constituent documents (regulations) with amendments and additions for a legal entity;
- Originals of the former constituent documents of a legal entity;
- Receipt or other document confirming the payment to the budget of the registration fee for state re-registration of a legal entity or accounting re-registration of a branch (representative office).
The above list is mandatory for state re-registration of a legal entity, as it is regulated by the current legislation of the Republic of Kazakhstan.
Systematically, during the state re-registration of a legal entity, we are faced with the concept of Notification nature, which in turn leads to new questions, what is this Notification procedure, why and for what cases is it needed?
As it was established above, the grounds for re-registration of a legal entity are exhaustive, in the context of this, there is also a need for a Notification Procedure.
The notification procedure is the following, and it is necessary: when changing the Head of the legal entity and / or changing the address of the location of the legal entity.
When changing the address of the location of a legal entity, the following documents must be submitted to the registration authority:
1) The decision of the founder to change the address;
2) Lease agreement or real estate purchase and sale agreement (indicating the new address of the location of the legal entity);
When changing the Director/Head of a legal entity:
1) Decision of the sole founder on the appointment of the Director / Head of the legal entity;
2) Order of the new Director / Head of the legal entity on taking office.
At the same time, it is worth noting that Article 466 of the Code of the Republic of Kazakhstan “On Administrative Offenses” establishes responsibility for carrying out activities without re-registration and untimely notification of the registration authority.
Carrying out activities without re-registration of a legal entity entails a fine for small businesses or non-profit organizations in the amount of ten, for medium-sized businesses – in the amount of twenty, for large businesses – in the amount of forty monthly calculation indices.
Untimely notification of the registering authority about a change in the location of a legal entity – entails a fine for small businesses or non-profit organizations in the amount of five, for medium-sized businesses – in the amount of ten, for large businesses – in the amount of thirty monthly calculation indices.
We value our customers and want to help you and sincerely hope that this article will help you in this or that situation!
The article was prepared by the lawyer of the law firm KORGAN – Aliya Amanbayeva.