Article 11. State registration of the issue of declared shares The Law on the Securities Market

Home / RLA / Article 11. State registration of the issue of declared shares The Law on the Securities Market

1. The decision to issue the declared shares is made by the constituent assembly (the sole founder) or the general meeting of shareholders (the shareholder holding all voting shares) of the joint-stock company.

The Joint Stock company is obliged to submit documents for the state registration of the issue of the declared shares within one calendar month after the date:

1) state registration of a joint-stock company as a legal entity;

2) making a decision by the general meeting of shareholders (the decision of the sole shareholder) on the issue of declared shares in the event that the earlier issue of shares was cancelled on the basis of a court decision declaring the issue of declared shares invalid.

2. The authorized body is not entitled to carry out state registration of the issue of declared shares after one year after the date of registration of the joint-stock company as a legal entity or after the date of cancellation of the issue of shares of the joint-stock company on the basis of a court decision declaring the state registration of the issue of declared shares invalid.

3. If the state registration of the issue of shares of a joint-stock company has not been carried out after one year from the date specified in paragraph 1 of this Article:

1) a joint-stock company is obliged to carry out voluntary liquidation or reorganize into another organizational and legal form;

2) the authorized body has the right to apply to the court for the liquidation or reorganization of a joint-stock company.

4. The state registration of the issue of declared shares is carried out on the basis of the following documents submitted by the joint-stock company to the authorized body in electronic form:

1) an application drawn up in any form, with consent to the use of information constituting a legally protected secret contained in information systems, certified by an electronic digital signature of an authorized person of the joint-stock company;

2) copies of the minutes of the constituent meeting (resolution of the sole founder) or the general meeting of shareholders (resolution of the shareholder holding all voting shares) on the issue of declared shares in the case specified in subparagraph 2) of the second part of paragraph 1 of this article;

3) copies of the court decision declaring the issue of the declared shares invalid in the case specified in subparagraph 2) of the second part of paragraph 1 of this article;

4) Share issue prospectus;

5) documents confirming the payment of the declared shares placed among the founders of the joint-stock company.

5. If the submitted documents comply with the requirements of the legislation of the Republic of Kazakhstan, the authorized body shall carry out state registration of the issue of declared shares and send to the joint-stock company in electronic form a certificate of state registration of the issue of declared shares and a share issue prospectus.

6. For the state registration of amendments and (or) additions to the share issue prospectus, the joint-stock company submits the following documents to the authorized body in electronic form:

2) share issue prospectus, as amended and/or supplemented;

3) a copy of the decision (minutes) or an extract from the minutes of the meeting of the body of the joint-stock company, on the basis of which amendments and (or) additions were made to the prospectus of the issue of shares of the joint-stock company;

4) a copy of the court's decision on the compulsory issue of declared shares of a joint-stock company with state participation in the authorized capital (in the absence of declared shares of a joint-stock company or their insufficiency to repay overdue tax debts) in cases established by Article 32 of the Law of the Republic of Kazakhstan "On Joint-Stock Companies".

7. If the submitted documents for the state registration of amendments and (or) additions to the share issue prospectus comply with the requirements of the legislation of the Republic of Kazakhstan, the authorized body shall send to the joint-stock company in electronic form:

1) certificate of state registration of the issue of declared shares (in case of an increase in the number of declared shares and (or) a change in their type, and (or) a change in the name, and (or) a change in the location of the joint-stock company);

2) the prospectus, as amended and/or supplemented.

8. In case of refusal of state registration of the issue of declared shares, the joint-stock company shall resubmit the documents specified in paragraphs 4 and 6 of this article within forty-five working days from the date of receipt of the refusal, while the deadline for consideration by the authorized body of the documents begins to be calculated anew.

9. The procedure for state registration of the issue of declared shares, as well as the requirements for documents for state registration of the issue of declared shares, are determined by a regulatory legal act of the authorized body.

The Law of the Republic of Kazakhstan dated July 2, 2003 No. 461.

 This Law regulates public relations arising in the process of issuance, placement, circulation and repayment of equity securities and other financial instruments, the specifics of the creation and operation of securities market entities, defines the procedure for regulation, control and supervision of the securities market in order to ensure the safe, open and effective functioning of the securities market, protection of investors' rights. and holders of securities, fair competition of securities market participants.

President

Republic of Kazakhstan

Constitution Law Code Standard Decree Order Decision Resolution Lawyer Almaty Lawyer Legal service Legal advice Civil Criminal Administrative cases Disputes Defense Arbitration Law Company Kazakhstan Law Firm Court Cases