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Problems related with issue of the legal status of joint stock commercial company as a legal entity

The Civil Code of the Republic of Kazakhstan is the first joint-stock company is recognized as a form of legal entity. Thus, the personal law of the companies approved by the personality itself, according to the Article 34 of the Civil Code, the company that is compatible with the law of the legal definition of property and personal non-property rights on its own behalf, and to perform tasks related to the implementation of the court the ability to act as a plaintiff and approved. Such legal subject to the effective implementation of the activities of the joint-stock company will be deemed to belong to the ownership of the property is the foundation of society.

The company's third feature of the Civil Code and "Law" that the provisions of limited liability for the debts of the company and its shareholders and their property on the basis of isolation responsibility of the property restrictions. In addition, Article 44 of the Civil Code, the Law on Joint Stock Companies"and" in accordance with Article 85, the participants of the joint-stock company own the property separate from the property, which it owns all its obligations; is responsible for the property and shall not be liable for the obligations of its founders and shareholders, and in turn, the overall position of the joint-stock company can not be responsible for the obligations of its shareholders and the extent of the value of their shares by the company bears the risk of losses associated with the activities.

The fourth and fifth of the above-mentioned symptoms, joint-stock company is not a legal definition, but they are not the property of a person, created as a result of the merger are important to any commercial organization. The company created by the shareholders for the purpose of determining the legal and regulatory; the latter in the law to limit the status of (the company) in the provision of legal and moral autonomy. However, the company created by the shareholders and the existence of significant shareholders, as well as being interested in the success of its business, and the proper management of the property and its fruit is not difficult to understand that is also interested in the position.

According to the article 6 of the law on joint-stock society or its organization in accordance with the existing legal entity (or an existing legal entity) may be formed by means of the reorganization. In other words, that the decision on the establishment of a joint-stock company law and the law is defined as the founders of the joint stock and (or) legal entities can be formed. In particular, the law and the decision on the establishment of joint-stock company is defined as the founders of the joint stock and (or) legal entities that form.

The first constituent meeting of the decision on the establishment of a joint stock company, the founders: the company signed a contract to agree to the establishment of the foundation, the selection of the company's registrar, receives its charter, announced the decision on state registration of the shares, the company's joint venture in accordance with the law and establishing a procedure for the establishment of the founders the introduction of the payment of the share capital of the company to identify persons carrying out the assessment of the property, as well as its state registration on behalf of the company to choose the persons authorized to sign the documents to be adopted at the meeting.

All the decisions of the Constituent Assembly are formalized by protocol. The content of the foundation agreement difference of commercial secrets of the constituent parties of the minutes of the meetings of the same nature of the public or to a certain extent (the foundation agreement difference again) provisioning and other authorized bodies, counter parties to conclude an agreement on the terms (for example, the registrar, valuers and the judicial authorities, the Financial Market and Financial Institutions Supervisory Agency) to confirm the decisions made by the founders of the society is or can be.

According to the Kazakhstan laws we are going to say about the two cases relating to the status of a joint-stock company.

As it has been said the joint-stock company is dedicated for the large business groups and the conflicts in the former (between the authorities and the shareholders of the company, shareholders and other risks) will be guessed the governing by the regulations according to the aims. The law does not prohibit the using this form in the large and small business sphere, but capitalization, accounting, corporate management and demands sufficient by the problems which bring the difficulties to the joint-stock society and, usually it does not allow the development of small and medium-sized business.

The minimum amount of the authorized capital refers to the differences of the legal requirements of the joint-stock company and a limited liability company (the most popular form of small and medium-sized businesses) as in outstanding example. So the "Act" in accordance with Article 10, the authorized capital’s minimum volume of the company for the financial year (from the 1^st of January to the 31^st of December) is the monthly value of 50,000 times which was marked by the law. In turn, the amount of the charter capital of a limited liability company of such monthly rates of [1] LLC must not be less than 100 the amount that is equivalent to the amount corresponding to the value of the share capital of less than the minimum requirement of 500 times. Moreover, for a number of types of business activities, the law only requires the use of the legal form of a joint stock society, but also a high minimum capital requirements, for example, banks (for the period of validity of the claims, and the location of the branches of the banks ), which is in the amount of one billion to ten billion. High performances were established for pension funds and for some other types of services.

Thus, the requirements of commercial organizations authorized to the capital that organizational and legal form to be separated by volumes show the intention that legislator wants to use the joint-stock form large businesses[2]. As the second it’s connected with Kazakhstan legislation that is still granting for the not commercial formation of in the joint-stock form. (Article 34 of the Civil Code). It can not be ruled out that there was the organization called Kazakhstan Stock Exchange in the practice of Kazakhstan .However, economic and legal point of view, the effectiveness of any such forms of co-existence and validity were not observed.

As well as, there will be some important problems connected with the disposal of its shares in the management of non-profit organizations.( first of all, in terms of limiting the competence of the shareholders).

Moreover, Kazakhstan legislation suggests a wide selection for the purpose of the establishment of non-profit organizations and their subject, depending on the composition of the founders[3] .

However, no one of these forms does not take into the property interests of a non-profit organization of the founders, and at that time the economic value of the shares (through its ownership of key competence) is that the subject will buy the account the dividends on the shares of the entity. Therefore, non-profit organizations in the form of joint-stock company first of all theoretically, unjustified and, secondly, for the economic system of any significant economic or social benefits.

It is effective to denial of the possibility of the establishment of joint-stock company in the form of non-profit organizations . As though as it is shown in the literature that there were opinions about corporations are non-profit organizations, the development of corporate legal is unreasonable. So, we should acknowledge that legal entities that were established in the form of joint-stock companies, corporate companies and corporations must be considered as the commercial organizations[4].

An important symbol of joint stock company is the issue of shares and its formation the arrangement of them between the shareholders [5]. As it’s shown in the law on joint-stock company the issue of shares and the extent of their respective allocation will be given the key to the settlement of the legal status of the company: the founding act of the agreement is terminated by the state registration of the shares, after the company's shares, and the others will be created.

References:

1. The Republic of Kazakhstan "On Joint-Stock Companies Law"

2. The Civil Code of the Republic of Kazakhstan

3. The Anatomy of Corporate law; civil truth of the subject. / Ed. F. Sharipova.

4. Karagusova F.S "The foundations of corporate law and corporate law of the Republic of Kazakhstan"

5. The Republic of Kazakhstan "On the Securities Market Law"