Farkhad Karagussov
Development of Company Law in
Kazakhstan:
Main Trends and Issues
Supporting Materials to Main
Presentation
Tartu, 22 October 2015
Slide 1
Structure of Legal Framework for Business
Companies / Corporations in Europe (1 of 2)
English Law
Company Law in continental
Europe (jurisdictions of Civil Code)
The legal framework for business entities
Regulates organizational forms for entrepreneurial
/commercial activities
Company Law
Private and public
limited companies:
• organizations with
limited liability of
there
members/sharehold
ers*
Partnerships
Law
Partnerships
with
unlimited liability of
their
[general]
partners
Codified Act
(e.g. Civil or Commercial code)
or
a codified act for general provisions and
lower-level laws for detailed regulation of
different types of companies
Partnerships
*includes capital markets
regulation applicable to public
limited companies.
[Capital]
companies /
societies**
**close interaction and correlation of corporate law
and business law, including capital market
legislation and regulations for public limited
companies / joint-stock companies.
Structure of Legal Framework for Business
Companies and Corporations in Europe (2 of 2)
Slide 2
The Russian Federation
Legal basis for set up corporate type organizations
and regulate their activities *
RF’s Civil Code for general
provisions and lower-level laws for
detailed regulation of different
types of corporations
Laws concerning
economic societies as
business entities
(obschestva) (JSC / LLC
(ООО)
Law concerning partnerships
(tovarischestva), e.g. general
and limited partnerships, and
production cooperatives
*corporate organizations can be either commercial
or non-commercial organizations
Laws on non-commercial
corporate organizations
Structure of the RK Law concerning organizational forms
for Legal entities involved in entrepreneurial activities
Slide 3
Civil Code (General Part)
Notion of a legal entity; classification of
organizational forms for business; general / most
important provisions concerning their legal status
Special Laws
Detailed regulation of legal status of an entity in
various organizational forms
State Property Law
• State enterprises;
• JSCs with state
participation;
• LLPs with state
participation.
JSC Law;
and Securities Market Law
• JSC, including those with
state participation.
LLP Law
• LLPs, including
those with
state
participation;
• ALPs.
!
Regulations
(regulation of specific aspects)
• securities market regulations;
• state procurement and other aspects, associated with states participation in
JSC and LLPs;
• other relevant aspects.
Law on economic
partnerships
• General provisions
for all forms of EP,
including LLP / ALP;
• General
Partnerships;
• Limited
Partnerships.
Law on
production
cooperatives
• Production
cooperatives
Forms / types of business corporations under the RK Law
Public Law
Slide 4
Civil Law
- accounting;
- financial reporting;
- other reporting and
disclosure;
- capital adequacy;
- state participation in
capital;
- state procurement;
- assets and/or capital
participation transfers;
- administrative and
criminal liability;
-regulatory consents and
waivers;
- and other aspects.
Legal Entities
-foundation, reorganization / liquidation;
-corporate governance;
-contractual relationships and representation;
-protection of rights;
-property liability;
-other aspects.
Corporate
Legislation
Economic
partnerships
Legislation on State
Enterprises
Production
cooperatives
Business corporations
Joint-stock
companies
Limited liability and
additional partnerships
(LLP / ALP)
Legislation on noncommercial
organizations
General and
limited
partnerships
Non-corporate
entities and noncommercial corporate
organizations