LAW OF THE REPUBLIC OF KAZAKHSTAN

of February 27, 2017 No. 49-VI ZRK

About modification and amendments in some legal acts of the Republic of Kazakhstan concerning enhancement of the civil, bank law and improvement of conditions for business activity

Article 1. Make changes and additions to the following legal acts of the Republic of Kazakhstan:

1. In the Civil code of the Republic of Kazakhstan (General part) accepted by the Supreme Council of the Republic of Kazakhstan on December 27, 1994 (Sheets of the Supreme Council of the Republic of Kazakhstan, 1994, No. 23-24 (appendix); 1995, No. 15-16, of Art. 109; No. 20, Art. 121; Sheets of Parliament of the Republic of Kazakhstan, 1996, No. 2, Art. 187; No. 14, Art. 274; No. 19, Art. 370; 1997, No. 1-2, of Art. 8; No. 5, Art. 55; No. 12, Art. 183, 184; Art. No. 13-14, 195, 205; 1998, No. 2-3, of Art. 23; No. 5-6, of Art. 50; No. 11-12, of Art. 178; Art. No. 17-18, 224, 225; No. 23, Art. 429; 1999, No. 20, Art. 727, 731; No. 23, Art. 916; 2000, No. 18, Art. 336; No. 22, Art. 408; 2001, No. 1, Art. 7; No. 8, Art. 52; No. 17-18, of Art. 240; No. 24, Art. 338; 2002, No. 2, Art. 17; No. 10, Art. 102; 2003, No. 1-2, of Art. 3; No. 11, Art. 56, 57, 66; No. 15, Art. 139; No. 19-20, of Art. 146; 2004, No. 6, Art. 42; No. 10, Art. 56; No. 16, Art. 91; No. 23, Art. 142; 2005, No. 10, Art. 31; No. 14, Art. 58; No. 23, Art. 104; 2006, No. 1, Art. 4; No. 3, Art. 22; No. 4, Art. 24; No. 8, Art. 45; No. 10, Art. 52; No. 11, Art. 55; No. 13, Art. 85; 2007, No. 2, Art. 18; No. 3, Art. 20, 21; No. 4, Art. 28; No. 16, Art. 131; No. 18, Art. 143; No. 20, Art. 153; 2008, No. 12, Art. 52; No. 13-14, of Art. 58; No. 21, Art. 97; No. 23, Art. 114, 115; 2009, Art. No. 2-3, 7, 16, 18; No. 8, Art. 44; No. 17, Art. 81; No. 19, Art. 88; No. 24, Art. 125, 134; 2010, No. 1-2, of Art. 2; No. 7, Art. 28; No. 15, Art. 71; No. 17-18, of Art. 112; 2011, No. 2, Art. 21, 28; No. 3, Art. 32; No. 4, Art. 37; No. 5, Art. 43; No. 6, Art. 50; No. 16, Art. 129; No. 24, Art. 196; 2012, No. 1, Art. 5; No. 2, Art. 13, 15; No. 6, Art. 43; No. 8, Art. 64; No. 10, Art. 77; No. 11, Art. 80; No. 20, Art. 121; No. 21-22, of Art. 124; No. 23-24, of Art. 125; 2013, No. 7, Art. 36; No. 10-11, of Art. 56; No. 14, Art. 72; No. 15, Art. 76; 2014, No. 4-5, of Art. 24; No. 10, Art. 52; No. 11, Art. 61, 63; No. 14, Art. 84; No. 21, Art. 122; No. 23, Art. 143; 2015, No. 7, Art. 34; No. 8, Art. 42, 45; No. 13, Art. 68; No. 15, Art. 78; No. 16, Art. 79; No. 20-І, Art. 110; No. 20-IV, Art. 113; No. 20-VII, Art. 115; No. 21-І, Art. 128; No. 22-І, Art. 140, 143; No. 22-V, Art. 156; No. 22-VI, Art. 159; 2016, No. 7-II, Art. 55; No. 8-II, Art. 70; No. 12, Art. 87):

1) in table of contents:

7, 43 and 157 to state headings of Articles in the following edition:

"Article 7. Bases of origin, change and termination of the civil laws and obligations";

"Article 43. Branches, representations and other isolated structural divisions of the legal entity";

"Article 157. Debatable and insignificant transactions";

add with heading of Article 157-1 of the following content:

"Article 157-1. General provisions about effects of invalidity of the transaction";

158, of Chapter 8 and Article 268 to state Article headings in the following edition:

"Article 158. Invalidity of the transaction which content does not conform to requirements of the legislation of the Republic of Kazakhstan";

"Chapter 8. General provisions about the property right and other corporeal rights";

"Article 268. Obligation";

Article 7 to state 2) in the following edition:

"Article 7. Bases of origin, change and termination of the civil laws and obligations

The civil laws and obligations arise, change and stop from the bases, stipulated by the legislation the Republic of Kazakhstan, and also from actions of citizens and legal entities which though are not provided by it, but owing to the general beginnings and sense of the civil legislation generate the civil laws and obligations.

In connection therewith the civil laws and obligations arise, change and stop:

1) from agreements and other transactions, stipulated by the legislation the Republic of Kazakhstan, and also from the transactions though which are not provided by it, but not contradicting the legislation of the Republic of Kazakhstan;

2) from the administrative acts attracting civil effects owing to the legislation of the Republic of Kazakhstan;

3) from the judgment which established the civil laws and obligations;

4) as a result of creation, destruction, acquisition or property acquisition on the bases which are not prohibited by legal acts of the Republic of Kazakhstan, and also refusal of the rights to property;

5) owing to creation of inventions, industrial designs, works of science, literature and art and other results of intellectual activities;

6) owing to damnification to other person, and it is equal owing to superficial acquisition or saving of property at the expense of other face (unjust enrichment);

7) owing to other actions of citizens and legal entities;

8) owing to events with which the legislation of the Republic of Kazakhstan connects approach of civil effects.";

3) in Article 8:

state Item 5 in the following edition:

"5. The actions of citizens and legal entities sent on damnification to other person, abuse of the right in other forms and also on implementation of the right in contradiction with its appointment are not allowed.";

add with Items 6 and 7 of the following content:

"6. Nobody has the right to take benefit from the unfair behavior.

7. In case of non-compliance with the requirements provided by Items 3-6 of this Article, the court can refuse to person protection of the right belonging to it.";

Item 1 of Article 9 to state 4) in the following edition:

"1. Protection of the civil laws is performed by court, arbitration in the way: recognitions of the rights; recoveries of the provision existing before violation of the right; suppression of the actions violating the right or creating threat of its violation; award to discharge of duty in nature; damages recoveries, penalties; recognitions of the debatable transaction invalid and applications of effects of its invalidity, application of effects of invalidity of the insignificant transaction; compensations of moral harm; terminations or changes of legal relationship; recognitions invalid or not subject to application of the act of state body or local representative or executive body which is not corresponding to the legislation of the Republic of Kazakhstan; recovery of penalty from state body or the official for hindrance to the citizen or the legal entity in acquisition of right or implementation of the right, and also the different ways provided by legal acts of the Republic of Kazakhstan.

Legal entities have no rights to compensation of moral harm.";

Article 14 after the word "personal" to add 5) with the word "non-property";

Item 3 of Article 18 to state 6) in the following edition:

"3. The complete or partial refusal of the citizen of legal capacity or capacity to act and other transactions directed to restriction of legal capacity or capacity to act are insignificant, except as specified, when such transactions are allowed by legal acts.";

Item 2 of Article 20 to exclude 7);

8) in Article 41:

state Item 1 in the following edition:

"1. If other is not provided by this Code and legal acts of the Republic of Kazakhstan, the legal entity performs the activities on the basis:

1) charter and foundation agreement;

2) charter;

3) the charter and the decision on organization of the legal entity (the decision of the single founder) which is drawn up in writing if the legal entity is founded by one person.

In the cases provided by legal acts of the Republic of Kazakhstan the legal entity, being non-profit organization, can act on the basis of the general provision about the organizations of this type.

The legal entity who is the subject of small, medium and big business can perform the activities based on the standard charter which contents are determined by the Ministry of Justice of the Republic of Kazakhstan.";

1) of Item 6 to state the subitem in the following edition:

"1) the foundation agreement if they treat relations of founders;";

Article 43 to state 9) in the following edition:

"Article 43. Branches, representations and other isolated structural divisions of the legal entity

1. Branch is the separate division of the legal entity located out of the place of its stay and performing everything or part of its functions including functions of representation.

2. Representation is the separate division of the legal entity located out of the place of its stay and performing protection and the representation of interests of the legal entity making from his name transactions and other legal actions, except as specified, provided by legal acts of the Republic of Kazakhstan.

3. Branches and representations are not legal entities. They are allocated with property the legal entity who created them and act on the basis of the provisions approved by it.

4. Legal entities have the right to create other isolated structural divisions, except as specified, established by the laws.

Other isolated structural division of the legal entity territorially separate division in which location the stationary workplaces performing part of functions of the legal entity are equipped is recognized. The workplace is considered stationary if it is created for the term of more than one month.

Other isolated structural division of public institution is created in the cases which are directly provided by the laws.

5. Heads of structural divisions (branches and representations) of public associations are elected according to the procedure, the provided charter of public association and regulations on its branch or representation.

Heads of structural divisions (branches and representations) of religious associations are chosen or appointed according to the procedure, the provided charter of religious consolidation and regulations on its branch or representation.

Heads of branches and representations of other forms of legal entities are appointed by authorized body of the legal entity and act on the basis of the its powers of attorney.";

Item 3 of Article 44 to state 10) in the following edition:

"3. If deliberate bankruptcy of the legal entity is caused by actions (failure to act) of his founder (participant) and (or) official, then in case of insufficiency of means at the legal entity the founder (participant) and (or) the official bear subsidiary responsibility to creditors.

If false bankruptcy of the legal entity is caused by actions (failure to act) of his founder (participant) and (or) official, then in case of insufficiency of means at the legal entity the founder (participant) and (or) the official bear subsidiary liability for damages, caused to the creditor as a result of false bankruptcy.";

Part one of Item 3 of Article 50 to state 11) in the following edition:

"3. The liquidation commission publishes information on liquidation of the legal entity, and also procedure and term of claiming by his creditors in the periodic printing editions distributed in all territory of the Republic of Kazakhstan. The term of claiming cannot be less than two months from the moment of the publication of the announcement of liquidation, except as specified bankruptcies. In case of bankruptcy of the requirement of creditors to the bankrupt shall be declared not later than from the moment of the publication of the announcement of procedure for the statement of requirements by creditors in a month.";

Part third of Item 2 of Article 59 to state 12) in the following edition:

"The contract of alienation (concession) of the right of the disposed participant of economic partnership for share in property (authorized capital) of partnership or its part which party is the physical person is subject to the notarial certificate.";

The subitem 3) to state 13) to part one of Item 1 of Article 61 in the following edition:

"3) to take part in net income allocation. The conditions of constituent documents providing elimination of one or several participants from participation in net income allocation are insignificant;";

Item 6 of Article 70 to state 14) in the following edition:

"6. The agreements of participants changing the procedure for their responsibility according to obligations of complete partnership provided by this Article are insignificant.";

Item 2 of Article 73 to state 15) in the following edition:

"2. The investor of partnership in commendam has the right:

1) to gain the part of net income of partnership which is due on its share in the authorized capital, according to the procedure, provided by constituent documents;

2) to get acquainted with the financial reporting of partnership, and also to require possibility of check of correctness of its creation;

3) to transfer the share in the authorized capital or its part to other investor or the third party according to the procedure provided by legal acts of the Republic of Kazakhstan and constituent documents of partnership. Transfer by the investor of all the share to the other person stops its participation in partnership;

4) according to the procedure, provided by legal acts of the Republic of Kazakhstan and constituent documents to leave partnership.

By constituent documents of partnership in commendam also other rights of the investor can be provided.

The refusal of the rights provided by this Code and other legal acts of the Republic of Kazakhstan for investors of partnership in commendam, or their restriction, including on the agreement of investors and complete companions is insignificant.";

Item 1 of Article 94 to state 16) in the following edition:

"1. The affiliated organization is the legal entity whose decisions other legal entity can determine (further - the main organization) based on availability of the prevailing share in the authorized capital or the agreement signed between them, or otherwise.";

Article 95 to add 17) with Item 5 of the following content:

"5. The participating (prevailing) legal entity shall according to the procedure, provided by the laws, to publish information on acquisition of more than twenty percent of voting shares of joint-stock company by it.";

18) in Article 99:

state Item 1 in the following edition:

"1. The supreme body of production cooperative is general meeting of his members.

In production cooperative the supervisory board which exercises control of activities of executive body of cooperative can be created. Members of the supervisory board have no right to act on behalf of production cooperative.

Executive body of cooperative is the board or the chairman of cooperative. The executive body performs the current management of activities of cooperative and is accountable to the supervisory board and general meeting of members of cooperative.

Members of cooperative can only be members of the supervisory board and board of production cooperative. The member of cooperative cannot be at the same time the member of the supervisory board and the board member (the chairman of cooperative).";

in Item 3:

in the subitem 2) the word "executive" shall be replaced with words parts one "executive body";

in part three of the word of "executive bodies" shall be replaced with words "executive body";

19) in Article 116:

in Item 2:

to replace the word of "things" with the word of "property";

the word "things" to exclude;

"legal acts" to replace words with the word "laws";

in Item 3:

to replace the word of "things" with the word of "property";

the word "things" to exclude;

2) of Item 1 of Article 152 of the word of "settlement indicators" shall be replaced with words 20) in the subitem "monthly settlement indicators";

Article 153 to state 21) in the following edition:

"Article 153. Effects of non-compliance with written form of the transaction

1. Non-compliance idle time of written form of the transaction deprives of the party of the right in case of dispute to confirm its making, content or execution with the testimony. The parties, however, have the right to confirm making, content or execution of the transaction written or others, except the testimony, with proofs.

2. In the cases which are directly specified in the laws of the Republic of Kazakhstan or the agreement of the parties in case of non-compliance with simple written form the transaction is considered insignificant.

3. In case of non-compliance with simple written form the external economic transaction is considered insignificant.";

Item 1 of Article 154 to state 22) in the following edition:

"1. In the cases established by the laws of the Republic of Kazakhstan or the agreement of the parties, written transactions are considered committed only after their notarial certificate.

Non-compliance with the requirement about the notarial certificate attracts negligibility of the transaction with effects, stipulated in Item 3 Articles 157-1 of this Code, except as specified, of stipulated in Item 2 these Articles.";

Article 157 to state 23) in the following edition:

Article 157. Debatable and insignificant transactions

1. The transaction is invalid on the bases established by this Code or other legal acts owing to recognition her that court (the debatable transaction) or on the bases which are directly provided by legal acts irrespective of such recognition (the insignificant transaction).

The transaction belongs to debatable if its negligibility is not provided by legal acts.

In case of dispute on negligibility of the transaction, its invalidity is established by court.

2. The transaction is recognized invalid in case of violation of requirements imposed to form, content and participants of the transaction and also to freedom of their declaration of will on the bases established by this Code or other legal acts.

3. Requirement about recognition of the transaction invalid can be imposed by interested persons, proper state body or the prosecutor.

Interested person is person whose rights and legitimate interests are violated or can be broken as a result of making of the specified transaction.

The list of persons having the right to require recognition it invalid is established by this Code and (or) other legal acts.";

To add 24) with Article 157-1 of the following content:

"Article 157-1. General provisions about effects of invalidity of the transaction

1. The party of the transaction or persons identified in Item 3 of article 157 of this Code has the right to impose requirement about application of effects of invalidity of the insignificant transaction.

2. The invalid transaction does not attract legal effects, except for those which are connected with its invalidity, and is invalid from the moment of its making if other is not provided by this Code, legal acts of the Republic of Kazakhstan or does not follow from being or contents of the transaction.

3. In case of invalidity of the transaction each of the parties shall return another everything received according to the transaction, and in case of impossibility of return in nature (including when received is expressed in use of property, the performed work or the provided service) - to compensate the cost of the property which is subject to return, cost of use of property, the performed works or the rendered services in money if other effects of invalidity of the transaction are not provided by this Code or other legal acts of the Republic of Kazakhstan.

4. The court can collect from the party guilty of making of the actions which caused invalidity of the transaction for benefit of other party the losses suffered by the last connected with recognition of the transaction invalid.

5. If the transaction is directed to achievement of criminal objective which illegality is established by sentence (resolution) of court, then with intention at both parties everything, received by them according to the transaction or intended to obtaining, according to the decision or the court verdict is subject to confiscation. In case of execution of such transaction by one party at other party everything is subject to confiscation, received by it, and everything, due from it according to the transaction to the first party. If any of the parties did not start execution, everything is subject to confiscation, provided by the transaction to execution.

6. With intention on achievement of criminal objective which illegality is established by sentence (resolution) of court only at one of the parties everything, received by it according to the transaction, is subject to return to other party, and received by the last or being due to it according to the transaction is subject to confiscation.

7. Taking into account specific circumstances the court has the right not to apply partially or completely the effects provided by Items 5 and 6 of this Article regarding confiscation of the property received or which is subject to obtaining according to the invalid transaction. In this part there come effects, stipulated in Item 3 these Articles.

8. Recognizing the transaction invalid, the court has the right to be limited taking into account specific circumstances to prohibition of its further execution.";

Article 158 to state 25) in the following edition:

"Article 158. Invalidity of the transaction which content does not conform to requirements of the legislation of the Republic of Kazakhstan

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