• Liquidation of legal entities;
• Deregistration of Affiliates and Representative Offices.

Our Company’s personnel will consult on all the details of the winding up process and will competently fulfill all the required procedures.

The Civil Code of the Republic of Kazakhstan (hereinafter referred to as the “CC RK”) stipulates the procedure of and grounds for a legal entity liquidation. In accordance with Article 49 of the CC RK, a legal entity may be liquidated on the following grounds:

• the decision on liquidation taken by the legal entity’s owner or the body authorized thereby, the resolution of the legal entity’s body authorized to make such resolutions in accordance with the constituent documents (a voluntary liquidation);
• a court decision (in the event of bankruptcy or invalidation of the legal entity registration due to incurable violation of the legislation as committed during its establishment; systematic inconsistency of its activities with the legal entity’s statutory goals and objectives; or any unlicensed activities or operations; or any activities prohibited by law; or any repeated or gross violation of the legislation, including the failure to provide the Corporate Income Tax Declaration (of a total annual income and deductions made) or a Declaration in the simplified form within one year after the date as specified by law, absence of the legal entity as well as its founders (members) and officials without whom the legal entity cannot properly function nor operate at their place of location or actual address within one year; and in other cases as provided for by the legislative acts of the Republic of Kazakhstan).

Article 50 of the CC RK stipulates the following procedures of a legal entity liquidation:

1. A legal entity’s owner or the body duly authorized to take the decision on liquidation of the legal entity adopts the resolution to wind up or liquidate the above legal entity, according to which a Liquidation Committee and the procedure of and time for such a liquidation will duly be appointed and specified. After adoption of the resolution to liquidate the legal entity, it will be required to immediately notify in writing the Justice Agency responsible for registration of legal entities and the Tax Authorities at the place of registration of such a resolution.
   As from the time of appointment of the Liquidation Committee, the powers and authority to administer the property and to manage the affairs of the above legal entity will pass to such a Liquidation Committee. The Liquidation Committee will represent the liquidated legal entity in court.
2. The Liquidation Committee will publish the information on liquidation of the legal entity and on the procedure of and time for laying claims by its creditors in the printed materials of the Central Justice Agency (“Yuridicheskaya Gazeta” (Law Gazette). The time for laying claims may not be less than two months as from the moment of publication about the liquidation.
   The Liquidation Committee will take appropriate measures to identify the creditors and to recover and collect all the outstanding debts, and will notify creditors in writing of the legal entity liquidation.
3. After expiration of the time for laying claims by creditors, the Liquidation Committee will prepare an interim liquidation balance sheet containing the information on the property of the liquidated legal entity, the list of the claims laid by the creditors, and results of the claims consideration.
   The interim liquidation balance sheet will be approved either by the legal entity’s owner or by the body having adopted the resolution on liquidation of the legal entity.
4. If the liquidated legal entity (except for state institutions) does not have enough money to satisfy the creditors’ claims, the Liquidation Committee will sell the legal entity’s property by public auction according to the procedure as established for enforcement of judgements.
5. Payment of monies to the creditors of the liquidated legal entity will be effected by the Liquidation Committee in accordance with the interim liquidation balance sheet, beginning from the day of approval thereof and according to the following procedure:
   1. On the first-priority basis the claims for payment of alimony deducted from salaries, wages and (or) other income, as well as the claims of the citizens to which the liquidated legal entity is held liable for damage to their health or life will be satisfied by way of capitalization of relevant payments due over time;
   2. On the second-priority basis the wage, salary and compensation settlements with the persons employed under labor agreements, payment of the debts for social contributions to the State Social Security Fund, for compulsory pension contributions deducted from wages and salaries, for author's bonuses, royalties and awards will duly be made, except when a part of the claims amount is to be satisfied on the fifth-priority basis;
   3. The claims for payment of debts secured by pledge of the liquidated legal entity’s property within the amount of security will be satisfied as part of the claims of the third-priority creditors, except for the claims of the creditors who hold mortgage bonds secured by pledge of receivables under mortgage housing loan agreements (including the pledge of mortgage instruments), and government securities of the Republic of Kazakhstan in the events when the property right to the above bonds has been acquired by or passed to the bondholders under transactions or otherwise on the grounds as provided for by the legislative acts of the Republic of Kazakhstan;
   4. On the fourth-priority basis, the debts for taxes and other compulsory payments to the budget will duly be satisfied;
   5. On the fifth-priority basis settlements with other creditors will duly be made in accordance with the legislative acts of the Republic of Kazakhstan.

Every priority claims will be satisfied after a full satisfaction of the previous priority claims.

6. After completion of settlements with the creditors, the Liquidation Committee will prepare a liquidation balance-sheet to be approved by the liquidated legal entity’s owner or by the body having adopted the resolution to liquidate such a legal entity.
7. The property remaining after satisfaction of the creditors’ claims will be used for the purposes as specified in the constituent documents.
8. Liquidation of the legal entity will be considered as completed, and the legal entity itself will be deemed as liquidated after making an entry of such liquidation in the State Register of Legal Entities.