RESOLUTION OF THE CABINET OF MINISTERS OF THE KYRGYZ REPUBLIC

of February 16, 2024 No. 58

About approval of the Procedure for state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) electronically

For the purpose of implementation of the Presidential decree of the Kyrgyz Republic "About the announcement of 2019 and digitalization of the country" of January 11, 2019 1, being guided No. by Year of development of regions and in view of Item 6 of the Regulations on order of registration of legal entities, branches (representations) approved by the resolution of the Cabinet of Ministers of the Kyrgyz Republic "About approval of the Regulations on procedure for state registration of legal entities, branches (representations)" of March 31, 2023 No. 178, according to articles 13, of the 17th constitutional Law of the Kyrgyz Republic "About the Cabinet of Ministers of the Kyrgyz Republic" the Cabinet of Ministers of the Kyrgyz Republic decides:

1. Approve the Procedure for state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) electronically according to appendix.

2. To the Ministry of Justice of the Kyrgyz Republic to carry out explanatory and information work among the population about procedure for state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) electronically.

3. Declare invalid the order of the Government of the Kyrgyz Republic "About carrying out pilot project on state registration of legal entities electronically" of February 26, 2019 No. 94.

4. This resolution becomes effective after seven working days from the date of official publication.

Appendix

to the Resolution of the Cabinet of Ministers of the Kyrgyz Republic of February 16, 2024 No. 58

Procedure for state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) electronically

Chapter 1. General provisions

1. This Procedure for state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) electronically (further - the Procedure) determines procedure for state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) with use of the information system "Electronic Registration, Re-registration and Registration of the Termination of Activities of Legal Entities, Branches (Representations)" by means of the information and communication Internet.

State registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) electronically (further - online registration (re-registration), activities termination online registration) is performed according to the legislation in the field of registration of legal entities and this Procedure.

2. In this Procedure the following concepts are used:

1) the information system "Electronic Registration, Re-registration and Registration of the Termination of Activities of Legal Entities, Branches (Representations)" - the information system intended for the automation of processes of acceptance, processing and consideration of the application and information connected with state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) by means of the information and communication Internet (further - information system);

2) the applicant - person, authorized to act as the applicant according to the legislation in the field of registration of legal entities;

3) registering body - the authorized state body determined by the Cabinet of Ministers of the Kyrgyz Republic and its territorial authorities performing state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations);

4) the registrar - the employee of registering body authorized on consideration of the applications and information on state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) regarding compliance to the legislation of the Kyrgyz Republic in the field of registration of legal entities with use of information system;

5) the digital signature - information electronically which is attached to other information electronically and (or) is logically connected with it and which is used for determination of person on behalf of which information is signed.

3. The procedure for creation and use of electronic documents, electronic formats on papers, digital signatures in case of state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) in the territory of the Kyrgyz Republic, is performed according to the legislation of the Kyrgyz Republic in the field of electronic control and the digital signature.

4. For online registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) the applicant needs availability of the cloudy digital signature allowing to make the signature of documents in information system.

5. Documents for online registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) move in registering body in the form of electronic format of paper.

The electronic sample of paper is created by means of technical means according to the procedure, provided by Chapter 5 of this Procedure.

6. According to the legislation in the field of notariate, notaries have the right to provide documents for online registration (re-registration) and registration of the termination of activities of legal entities, branches (representations).

By provision of documents by the notary for state registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) the power of attorney is not required.

Chapter 2. Procedure for online registration, re-registration and registration of the termination of activities of legal entities, branches (representations)

7. For online registration of the legal entity, branch (representation) the applicant fills the corresponding electronic form of the registration statement in which the following information on the applicant and the registered legal entity, branch (representation) is specified:

1) the status of the applicant (the founder, the head, the authorized representative with right to sign who is acting on the basis of the power of attorney the notary);

2) organization type (commercial, non-commercial);

3) form of business;

4) the complete and reduced trade name in the state, official and/or English languages;

5) pattern of ownership (state, private, municipal, mixed and other);

6) size of the authorized capital (share fund);

7) data on whether the legal entity is financial credit institution;

8) data on tax regime and surname, name, middle name of the accountant;

9) data on the head (personal identification number (further - the PIN), nationality);

10) data on founders (nationality, passport data, the residence, the founder's PIN - physical person, full trade name, tax ID number (further - INN) the founder - the legal entity, the size of contribution and share (share) in the authorized capital (share fund) of the legal entity);

11) main type of economic activity according to the state qualifier of types of economic activity;

12) legal address according to system of designations of administrative and territorial units of the Kyrgyz Republic;

13) e-mail address and contact information.

8. For online re-registration of the legal entity, branch (representation) the applicant makes corresponding changes to electronic form of the registration statement in which the following information on the registered legal entity, branch (representation) is specified:

1) organization type (commercial, non-commercial);

2) form of business;

3) the complete and reduced trade name in the state, official and/or English languages;

4) pattern of ownership (state, private, municipal, mixed and other);

5) size of the authorized capital (share fund);

6) data that the legal entity is financial credit institution;

7) data on the head (PIN, nationality);

8) this about founders (nationality, passport data, the residence, the founder's PIN - physical person, full trade name, tax ID number of the founder - the legal entity, the size of contribution and share (share) in the authorized capital (share fund) of the legal entity);

9) main type of economic activity according to the state qualifier of types of economic activity;

10) legal address according to system of designations of administrative and territorial units of the Kyrgyz Republic.

9. After filling of electronic form of the registration statement, the applicant attaches electronic format of documents according to the list specified in Chapter 3 presents of the Procedure signs the application the digital signature and sends by means of information system to registering body.

10. For the online termination of activities of the legal entity, branch (representation) the applicant specifies the status of the applicant (the liquidator or the chairman of liquidation commission) attaches the electronic document formats according to the list specified in Chapter 3 presents of the Procedure signs the application the digital signature and sends by means of information system to registering body.

11. If availability of the signature of several persons (founders, officials) on the document submitted electronically each of such persons is required sign such document the digital signature.

12. The electronic form of the registration statement contains both obligatory, and not obligatory for filling with the applicant of the column. At the same time, obligatory graphs for filling are specified by symbol "*".

In case of incorrect and (or) incomplete filling of obligatory columns of the statement, by information system it will be refused reception of an application, with indication of the refusal bases.

13. After the direction of the statement the information system in the automatic mode notifies the applicant on adoption of the statement by registering body, with indication of date and time of acceptance.

14. Online registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) is performed in the terms provided according to the legislation in the field of registration of legal entities.

Registration (re-registration) and registration of the termination of activities of the legal entity, branch (representation) can be made in other terms established by the Cabinet of Ministers of the Kyrgyz Republic.

15. The applicant at any stage of consideration of the application, to the edition registering body of the order on state registration (re-registration) and registration of the termination of activities or about refusal in state registration (re-registration) and registration of the termination of activities, has the right to recall him.

Chapter 3. The list of the electronic document formats attached to the statement

16. For online registration of the legal entity the applicant attaches the corresponding electronic formats of the following documents to the statement:

1) the passport or other document recognized according to the legislation of the Kyrgyz Republic as the identity document of the founder (founders), the head, the applicant and (or) the authorized representative if specified persons are foreign citizens or stateless persons;

2) notarially attested power of attorney issued by the founder (founders), the head;

3) the legalized statement from the state register or other document, confirmatory that the founder - the foreign legal entity is acting by the legislation of the country;

4) form of consent of the owner (user), lessee or other authorized person either relevant agreement of property hiring or other agreement;

5) other documents, according to the legislation in the field of registration of legal entities.

17. For online registration of non-profit organization the applicant in addition attaches the corresponding electronic formats of the following documents to the statement:

1) the charter signed by the head;

2) the foundation agreement (for consolidation of legal entities and Bar);

3) the document confirming accounting registration in authorized state body for religions (for the religious organizations and religious educational institutions);

4) the program of political party (for political party);

5) list of members of governing bodies of non-profit organization;

6) the list of founders of creation of non-profit organization or the list of citizens initiators (for condominiums);

7) the list of owners of the residential and non-residential premises in the apartment house which took part in the constituent assembly of condominium (for condominiums);

8) other documents, according to the legislation in the field of registration of legal entities.

Requirements to execution of the lists specified in this Item and rules of their signing are determined by the legislation in the field of registration of legal entities.

18. For online registration of financial credit institute the applicant in addition attaches electronic formats of the following documents to the statement:

1) the charter signed by the head;

2) the foundation agreement of financial credit institute signed by all his founders;

3) written consent of National Bank of the Kyrgyz Republic or its territorial subdivision;

4) other documents, according to the legislation in the field of registration of legal entities.

19. For online registration of branch (representation) the applicant in addition attaches the corresponding electronic formats of the following documents to the statement:

1) the approved provision (for branches (representations) of financial credit institutes, the foreign or international organizations);

2) copies of constituent documents of the foreign or international organization which made the decision on creation of branch (representation);

3) the legalized statement from the state register or other document, confirmatory that the founder - the foreign legal entity is acting by the legislation of the country;

4) other documents, according to the legislation in the field of registration of legal entities.

20. For online re-registration of the legal entity the applicant attaches the corresponding electronic formats of the following documents to the statement:

1) notarially certified agreement of alienation of share (for economic partnership and society (except for joint-stock company) in connection with exit of the participant (participants) with alienation of the share or change of the size of share of the participant (participants);

2) the certificate on state registration or re-registration of the legal entity, branch (representation) registered before entry into force of the Regulations on procedure for state registration of legal entities, branches (representations) approved by the resolution of the Cabinet of Ministers of the Kyrgyz Republic "About approval of the Regulations on procedure for state registration of legal entities, branches (representations)" of March 31, 2023 No. 178;

3) the document (information) confirming payment of the registration fee and payment;

4) other documents, according to the legislation in the field of registration of legal entities.

21. For online re-registration of financial credit institute and non-profit organization the applicant in addition attaches the corresponding electronic formats of the following documents to the statement:

1) former constituent documents (except as specified their losses);

2) constituent documents in the new edition or with the made changes and additions;

3) written consent of National Bank of the Kyrgyz Republic or its territorial subdivision (for financial credit institute);

4) the decision on input of the new participant (for public fund, organization or the accumulation pension fund);

5) the statement for exit of the participant (for public fund, organization or the accumulation pension fund);

6) other documents, according to the legislation in the field of registration of legal entities.

22. For online re-registration of branch (representation) the applicant in addition attaches the corresponding electronic formats of the following documents to the statement:

1) former provision (except as specified their losses);

2) provision in the new edition or with the made changes and additions;

3) other documents, according to the legislation in the field of registration of legal entities.

23. For online registration of the termination of activities of the legal entity, branch (representation) the applicant attaches the corresponding electronic formats of the following documents:

1) decision of body of the legal entity on liquidation of the legal entity, branch (representation);

2) the certificate on state registration or re-registration of the legal entity, branch (representation) registered before entry into force of the Regulations on procedure for state registration of legal entities, branches (representations) approved by the resolution of the Cabinet of Ministers of the Kyrgyz Republic "About approval of the Regulations on procedure for state registration of legal entities, branches (representations)" of March 31, 2023 No. 178;

3) the charter (for financial credit institutes and non-profit organizations);

4) the delivery-acceptance certificate about delivery of seal and (or) stamp;

5) the decision on approval of the liquidation balance sheet (for legal entities);

6) the conclusion of the state archive fund about the storage location of archive documents of the liquidated legal entity;

7) provision (for branches (representations) of financial credit institutes, the foreign or international organizations);

8) other documents, according to the legislation in the field of registration of legal entities.

24. Data of the applicant after identification are filled in automatically by means of data acquisition through system of interdepartmental electronic interaction Tunduk.

25. The applicant, in case of filing of application on online registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) brings the registration fee in cash or non-cash form through organization of bank, POS terminals, e-wallet and/or mobile banking, in the amount of, established by the legislation, and attaches the document (information) confirming payment of the registration fee and payment in information system.

26. In case of online re-registration or online registration of the termination of activities of legal entities, branches (representations) as invalid are considered:

- the certificate on state registration or re-registration of the legal entity, branch (representation) registered before entry into force of the Regulations on procedure for state registration of legal entities, branches (representations) approved by the resolution of the Cabinet of Ministers of the Kyrgyz Republic "About approval of the Regulations on procedure for state registration of legal entities, branches (representations)" of March 31, 2023 No. 178;

- the charter (for financial credit institutes and non-profit organizations);

- provision (for branches (representations) of financial credit institutes, the foreign or international organizations).

After passing of online re-registration or online registration of the termination of activities of legal entities, branches (representations) it is necessary for the applicant within 5 working days from the date of the publication of the relevant order to hand over the above-stated documents in registering body.

27. In case of online re-registration in connection with change of trade name, and also in case of online registration of the termination of activities of the legal entity, branch (representation) the applicant shall hand over before filing of application in registering body of seal and (or) stamps with creation of the delivery-acceptance certificate.

28. In case of lack of seal and (or) stamp the applicant in addition attaches the guaranty letter about lack of seal and (or) stamp signed by the head of the trade name reregistered in connection with change or the liquidated legal entity, branch (representation).

Chapter 4. Procedure for consideration of the applications and decision making

29. From the moment of adoption of the statement the registrar shall at the scheduled time:

1) to carry out expertize of the provided documents regarding compliance to the legislation;

2) to check availability of the list and lack of inaccuracies or discrepancies in information containing in the documents necessary for state registration (re-registration) and registration of the termination of activities of the legal entity, branch (representation);

3) to check availability or absence of the applicant, head, founder (founders), the authorized representative, the participant (shareholder) of the created legal entity in lists of the searched persons (national and international) and summary sanctions lists of the Kyrgyz Republic and the Security Council of the United Nations.

30. By results of verification of the statement by the registrar one of the following drafts of orders is created:

1) about state registration, re-registration or registration of the termination of activities of the legal entity, branch (representation);

2) about refusal in state registration, re-registration or registration of the termination of activities of the legal entity, branch (representation);

3) about break of term of state registration, re-registration or registration of the termination of activities of the legal entity, branch (representation).

31. In case of disagreement with the draft of the order of the registrar, the head or person authorized on signing of the order during the term established by the legislation in the field of registration of legal entities returns it to the registrar, with indication of disagreement bases.

32. Orders of registering body are subject to logging of accounting of orders.

33. The order on state registration of the legal entity, branch (representation) is the basis for entering of data into the Unified State Register of Legal Entities, branches (representations) for further assignment of registration number, code of the all-republican qualifier of the companies and the organizations and INN by the principle of "Single window".

34. Interaction with information systems of state bodies in case of online registration (re-registration) and registration of the termination of activities of legal entities, branches (representations) is performed by means of system of interdepartmental electronic interaction Tunduk.

35. The registering body after the publication of the order on state registration (re-registration) of the legal entity, branch (representation) shall:

To direct 1) to the applicant electronic form of the reference (certificate) in the established form to the e-mail address or by means of other messengers, specified in the registration statement, and on request of the legal entity to issue in the unpacked (paper) type;

To direct 2) to the applicant in one copy of constituent documents (for financial and credit and non-profit organizations) to the e-mail address or by means of other messengers, specified in the registration statement, and on request of the legal entity to issue in the unpacked (paper) type;

3) to draw up the registration case of the legal entity, branch (representation) containing in one copy the provided registration documents on the paper and electronic medium, to transfer him to archive of registering body within 3 working days.

36. Date of state registration (re-registration) and registration of the termination of activities of the legal entity, branches (representations) date of the edition registering body of the relevant order is recognized.

37. The refusal in state registration (re-registration) and registration of the termination of activities of the legal entity, branch (representation) is allowed in the following cases:

- availability of the act of court, the investigator, legal executive about prohibition of the state re-registration and registration of the termination of activities;

- detection of persons acting as founders, heads, applicants and authorized representatives of the legal entities included in the list of the searched persons (national and international), the Summary sanctions list of the Kyrgyz Republic and the Summary sanctions list of the Security Council of the United Nations;

- detection of inaccuracies or discrepancy in information containing in the submitted documents;

- discrepancies of the submitted documents to the legislation of the Kyrgyz Republic;

- if the trade name of the legal entity contains elements of discrimination on the basis of floor, race, language, disability, ethnic origin, religion, age, political or other convictions, educations, origins, property or other status, and also incorrect and obscene words;

- not elimination by the applicant of the notes specified in the order on term break in state registration of the legal entity.

38. The decision of registering body on refusal shall contain the refusal bases with the exclusive reference on regulations of the legislation of the Kyrgyz Republic in state registration (re-registration) and registration of the termination of activities of the legal entity, branch (representation).

Unreasonable refusal in state registration (re-registration) and registration of the termination of activities of the legal entity, branch (representation) or its delay can be appealed according to the legislation on administrative activities and ministerial procedures.

39. The term of registration (re-registration) and registration of the termination of activities of the legal entity, branch (representation) is interrupted by registering body by the publication of the order and return to the applicant of the relevant documents for elimination of the revealed notes during registration term in the following cases:

- non-presentation of the documents established by this Provision for state registration (re-registration) and registration of the termination of activities of the legal entity, branch (representation);

- detection of inaccuracies or discrepancies in information containing in the submitted documents;

- discrepancy of the submitted documents to the legislation of the Kyrgyz Republic;

- if the trade name of the legal entity, branch (representation) contains elements of discrimination on the basis of floor, race, language, disability, ethnic origin, religion, age, political or other convictions, educations, origins, property or other status, and also incorrect and obscene words.

40. The applicant within 3 (three) working days has the right to eliminate the defects revealed by registering body and to repeatedly send the statement for consideration. At the same time the period of remedial action does not enter in time, established for registration.

41. Following the results of consideration of repeatedly arrived statement the registering body in the terms established by the legislation in the field of registration of legal entities issues the order on state registration (re-registration) or registration of the termination of activities of the legal entity, branch (representation) or refusal in state registration (re-registration) or registration of the termination of activities of the legal entity, branch (representation).

Chapter 5. Requirements to creation of the electronic document format for online registration (re-registration) and registration of the termination of activities

42. Scanning or photography of the paper document shall be made in scale 1:1, in the black-and-white or gray color (quality of 200-300 dots per inch) providing preserving all details and authentic signs of authenticity namely: graphical signature of person, seal and angular stamp of the form (in the presence).

Scanning or photography in the mode of complete color rendition is performed in the presence in the document of color graphical representations, or the color text if it matters for implementation of state registration.

43. The file of the electronic document format shall be in the PDF format (with possibility of copying of the text). The size of each file shall not exceed 10 MB.

44. The documents which are initially created electronically can move without preliminary documentation, on paper in that format in which they are signed by the digital signature.

Document files can be provided in the following formats:

- PDF, RTF, DOC, DOCX, XLS, XLSX, ODT - for documents with text content;

- PDF, JPEG (JPG), PNG, TIFF - for documents with graphical content.

45. Each separate document shall be presented in the form of the separate file. The name of the file shall allow to identify the document and the number of sheets in the document.

46. The files and data containing in documents shall be available to making of actions with them during state registration, and shall not be protected from copying and seal of electronic format.

 

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