Some aspects of voluntary liquidation of branch and representative offices of foreign legal entities
This information is intended as a general guidance only and cannot be used as a special legal opinion.
Many legal entities, including non-resident legal entities (hereinafter the "Legal entities") while conducting their business activities often face the necessity of expanding their businesses not only within their country of incorporation but also by the presence of in different regions as well. The legislation of the Republic of Kazakhstan provides for the commercial registration of branch and representative offices of non-resident companies in the Republic of Kazakhstan. Legal aspects related to commercial registration of branch and representative offices are governed by the Civil Code of the Republic of Kazakhstan (hereinafter "CC RK") and the Law "On state registration of legal entities, branch and representative offices" (hereinafter the "Law"). The registration procedure itself is regulated by the “Instruction on the state registration of legal entities and registration of branches and representative offices” (hereinafter the "Instruction").
Thus, in case there is a need of establishing a foreign legal entity branch or representative office on the territory of the Republic of Kazakhstan, the foreign legal entity should follow the procedures and provisions of the mentioned legal acts.
With the completion of certain business projects companies often face with the need to eliminate the previously established structural units represented by either branch or representative offices.
It is worth mentioning that whereas the procedure of registration of a structural unit of a legal entity is sufficiently clear, the voluntary liquidation of the structural unit, in our opinion, requires a number of clarifications. Namely, we believe that it is important to consider some aspects related to the provided procedural actions necessary for liquidation of a structural unit of a legal entity (liquidation). Taking into account current legal provisions related to this issue, the voluntary liquidation of a structural unit of a legal entity presumes submission of the following paperwork to the registering authority:
- Application form according to the existing appendix to the Instruction;
- The Provisions of the branch (representative office);
- Receipt or other document confirming the payment of corresponding fee associated with the branch (representative office) liquidation.
We believe that the above list is not exhaustive and to be completed for the following reasons.
For additional information please see the attached file.
International Law Firm Integrites, KazakhstanIK_Статья_Добровольная ликвидация филиалов и представительств юридических лиц нерезидентов_Алмас Бектасов_24.02.2015.pdf Some aspects of voluntary liquidation of branch and representative offices of foreign legal entities_Final.pdf