Judicial practice Jurisdiction of cases on liquidation of legal entities carrying out their activities in gross violation of the law

Claims for the liquidation of legal entities carrying out their activities in gross violation of the law, in accordance with Article 29 of the CPC, are filed at the location of the legal entity. By virtue of the provisions of Part 1 of Article 27 of the CPC, the consideration of this category of cases is within the jurisdiction of specialized interdistrict economic courts (hereinafter referred to as the SMEC). Violation of the rules of jurisdiction in the consideration of a civil case is an unconditional basis for the cancellation of a court decision, regardless of whether this violation led to an incorrect resolution of the case on the merits or not. The generalization showed that the requirements on the jurisdiction of the ICES claims under consideration are being respected, no violations have been established. In accordance with paragraph 2 of Article 49 of the Civil Code, a legal entity may be liquidated by a court decision in the following cases:: 1) bankruptcy; 2) invalidation of the registration of a legal entity in connection with violations of the law committed during its creation, which are irreversible; 3) the absence of a legal entity at its location or actual address, as well as founders (participants) and officials, without whom the legal entity cannot function for one year; 4) carrying out activities in gross violation of the law: systematic carrying out activities contrary to the statutory objectives of a legal entity; carrying out activities without a proper license or activities prohibited by legislative acts; 5) provided for by other legislative acts. In accordance with subparagraph 12) of paragraph 1 of Article 19 of the Tax Code (in force for the period of consideration of cases of the generalized category), tax authorities had the right to file lawsuits with the courts for the liquidation of a legal entity on the grounds provided for in subparagraphs 1) and 2) of paragraph 2 of Article 49 of the Civil Code, according to which tax authorities have the right to apply for recognition of a legal entity. persons who are bankrupt, as well as with a claim for invalidation of the registration of a legal entity in connection with violations of the law committed during its creation, which are irreversible.

The Supreme Court conducted a summary of judicial practice in this category of cases, which resulted in the adoption of the Supreme Court's Regulatory Resolution No. 4 dated June 29, 2017 "On the practice of applying Tax Legislation", clarifying the application and interpretation of the requirements of subparagraph 2) paragraph 2 of Article 49 of the Civil Code. This summary examines the issues of law enforcement practice of the courts of the republic in the category of cases provided for in paragraphs 3,4,5) paragraph 2 of Article 49 of the Civil Code. One of the grounds for the liquidation of a legal entity by a court decision by virtue of subparagraph 3) of paragraph 2 of Article 49 of the Civil Code is the absence of the legal entity at its location or actual address, as well as the founders (participants) and officials, without whom the legal entity cannot function for one year. This version of the Civil Code norm was introduced by Law No. 421-IV of March 25, 2011. It follows from the meaning of this provision of the law that the signs listed in it of an absent legal entity separately are not independent grounds for the liquidation of a legal entity.; they must take place together. At the same time, paragraph 3 of Regulatory Resolution No. 5 states that the absence of creditors from a legal entity is also not an independent basis for the liquidation of a legal entity. As the analysis of the generalized category of cases has shown, in most cases the tax authorities file a claim for liquidation of a legal entity. The claim is based on the failure to submit tax reports within the established time frame for two years or more, despite the fact that the Law of March 25, 2011 No. 421-IV "On Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on improving civil legislation" excluded failure to submit tax reports from the list of gross violations of the law.

According to paragraph 3 of Regulatory Resolution No. 5, the basis for the liquidation of an absent legal entity with no creditors is the failure to submit a corporate income tax declaration (on total annual income and deductions made) or a simplified declaration after one year, after the deadline set by law, which, according to subparagraph 3) of paragraph 2 of Article 49 of the Civil Code, was attributed to gross violation of the law. Not considering that the provisions of the said paragraph of Regulatory Resolution No. 5 contradict subparagraph 4) of paragraph 2 of Article 49 of the Civil Code as amended on March 25, 2011, the courts, taking into account that the taxpayer is obliged to timely and fully fulfill the tax obligations provided for in paragraph 1 of Article 14 of the Tax Code, accepted such claims of the tax authorities and we considered them on their merits. The application of the above-mentioned provisions of Regulatory Resolution No. 5 is also due to the fact that, in accordance with paragraph 1 of Article 4 of the Constitution of the Republic of Kazakhstan, regulatory rulings of the Supreme Court are also the current law. An analysis of the reviewed civil cases in this category has shown that the courts have developed an ambiguous judicial practice on the legality of filing lawsuits by tax authorities. Paragraph 15 of Regulatory Resolution No. 5 stipulates that when considering a claim for liquidation of an absent legal entity and an absent debtor, the court must, on the basis of the constituent documents, establish the circle of persons without whom the activity of the legal entity is impossible, the composition of its founders (participants) and assess the sufficiency of the evidence provided confirming the absence of the legal entity and the time of absence.

Thus, the Russian State Institution "State Revenue Administration for the Alginsky district of the Department of State Revenue for the Aktobe region" filed a lawsuit to liquidate a legal entity, LLP "S", arguing that they had failed to submit tax reports for a long time, and that the sole founder M. and Director A. were absent at their place of residence. By the decision of the Council of Economic and Social Council of Aktobe region dated July 13, 2017, the claim was satisfied, as the court reliably established that the legal entity is absent from its location and does not submit tax reports for one year, its founder and head are missing, without which it cannot function for one year. These circumstances were recognized by the court as the implementation of its activities by a legal entity in gross violation of tax legislation, despite the fact that the above circumstances are independent grounds for filing a claim in accordance with subparagraph 3) paragraph 2 of Article 49 of the Civil Code due to the absence of a legal entity at its location or actual address, as well as founders and officials, without whom the legal entity cannot function for a year. Meanwhile, according to subparagraph 12) of paragraph 1 of Article 19 of the Tax Code, tax authorities have the right to file with the courts only claims for the liquidation of a legal entity on the grounds provided for in subparagraphs 1) and 2) of paragraph 2 of Article 49 of the Civil Code, as well as other claims in accordance with the law. In this case, by virtue of paragraph 3 of Article 49 of the Civil Code, a claim for liquidation of a legal entity on the grounds specified in paragraph 2 of this Article may be brought to court by a state body to which the right to file such a claim is granted by legislative acts, and in cases of bankruptcy - also by the creditor. When refusing to satisfy such claims to the tax authorities, the Council of Ministers of the Karaganda Region proceeded from the fact that they were not authorized to file claims for the liquidation of a legal entity due to its absence at its location or at its actual address.

Judicial practice Jurisdiction of cases on liquidation of legal entities carrying out their activities in gross violation of the law

So, the State Revenue Administration for the Kazybek bi district of the city, by the fact that this legal entity Karaganda was registered at the place of registration, appealed to the court for the liquidation of K LLP on the basis of subparagraph 3) of paragraph 2 of Article 49 of the Civil Code, explaining that the person was missing, as indicated by the survey report on December 24, 2015. By a court decision dated July 12, 2017, the claim was denied, due to the fact that, by virtue of the provisions of paragraph 3 of Article 49 of the Civil Code, such a claim may be brought to court by a state body to which the right to file it is granted by legislative acts, and in case of bankruptcy – by creditors. There is a mixed practice in this category of civil cases in the Council of Economic and Social Councils of Kostanay region. By the definition of the Council of Economic and Social Council of Kostanay region dated July 10, 2017, the claim of the Russian State Institution "State Revenue Administration for the city of Rudny" on the liquidation of LLP "A" was left without consideration on the basis of subparagraph 12) of paragraph 1 of Article 19 of the Tax Code. By the same court, the claim of the Russian State Institution "State Revenue Administration for the Taranovsky district" on the liquidation of LLP "K" on the grounds provided for in subparagraph 3) Paragraph 2 of Article 49 of the Civil Code has been considered on the merits and the requirements of the tax authority have been satisfied. Similar claims by the tax authorities of the Kyzylorda region were also dismissed on the basis of subparagraph 3) of Article 279 of the CPC, citing the lack of authority to file a claim. The specified norms of the procedural law were incorrectly applied by the SMES of the Kyzylorda region and the SMES of the Kostanay region.

According to this rule of procedural law, a claim must be dismissed if a person who does not have the right to sign and present it has applied to the court due to the lack of special powers of the representative provided for in Article 60 of the CPC. In this case, the tax authorities, guided by Article 8 of the CPC, appealed to the court with a claim for the compulsory liquidation of legal entities on the specified grounds. Of the 17 reviewed cases, 16 claims of the Council of Economic and Social Services of the Akmola region were dismissed. The main reason for the refusal of the claim was that failure to submit tax reports was excluded from the list of gross violations according to the new version of subparagraph 4) of paragraph 2 of Article 49 of the Civil Code. Indeed, the Tax Code in force for the period of consideration of cases in this category did not empower the tax authorities to bring such claims to court. Therefore, when considering cases in this category, the position of the Council of Economic Cooperation in the Karaganda region seems to be correct. It should be noted that subparagraph 10) of paragraph 1 of Article 19 of the Tax Code of December 25, 2017 establishes the authority of tax authorities to file lawsuits with the courts for invalidation of transactions and liquidation of a legal entity on the grounds provided for in subparagraphs 1) - 4) of paragraph 2 of Article 49 of the Civil Code. A different practice has developed in this category of cases in the North Kazakhstan Region Council of Economic Cooperation. So, having considered the civil case on the claim of the State Institution "Department of Internal Affairs of the North Kazakhstan region" on the liquidation of the State Institution "Department of the Penal Enforcement Police of the Department of the Penal Enforcement System of the Department of Internal Affairs of the North Kazakhstan region", the court granted the claim, since the defendant does not have a legal address, does not provide tax reports, and his founders (participants) and officials. The legality of this court decision is questionable. During the consideration of the case, the court did not verify the authority of the Department of Internal Affairs of the North Kazakhstan Region to file a claim, since, being the founder or owner of the defendant's property, the plaintiff could liquidate it out of court, independently, according to the rules of paragraph 1 of Article 49 of the Civil Code. Paragraph 3 of Regulatory Decree No. 5 stipulates that it cannot be liquidated in accordance with subparagraph 3) paragraph 2 of Article 49 of the Civil Code is a legal entity that is absent from its location or actual address, as well as in the absence of its founders (participants) and officials, if this legal entity has temporarily suspended its activities.

A legal entity that does not have officials, but has founders (participants) who are responsible for organizing the activities of the legal entity and have the right to appoint (elect) officials, may also not be liquidated in accordance with the specified procedure. The norms of Regulatory Decree No. 5 are mostly applied correctly by the courts. By the decision of the Council of Economic and Social Council of Astana city dated June 14, 2016, the claim of the State Institution "Department of State Property and Privatization of Astana City" for the liquidation of the missing LLP "K", LLP "A" and the assignment of responsibilities for organizing and ensuring their liquidation was denied. During the consideration of civil cases by the courts, it was reliably established that the founders of LLP "K" are: N. - 10%; J. - 30%; A. - 30%; G - 30%. The founders of LLP "A" are: N. - 33%; A. – 33%; G. - 34%. The founders of the missing legal entities live at a specific address and have not traveled outside the state. The Council of Ministers of the Aktobe region, refusing to satisfy similar claims, proceeded from the fact that the participants or founders of the liquidated legal entities are known, and their addresses of residence have been established. At the same time, the courts correctly assumed that the signs of an absent legal entity listed in subparagraph 3) of paragraph 2 of Article 49 of the Civil Code should be presented in aggregate, since each of them is not an independent basis for the liquidation of a legal entity. Consequently, evidence must be presented in aggregate: the absence of a legal entity at its location or at its actual address; the absence of founders (participants) and officials, without whom the legal entity cannot function for one year.

Meanwhile, the lack of authority of the tax authorities to file such claims should have been indicated as an additional reason for the refusal to satisfy the claim. At the stage of preparing the case for consideration, the Council of Economic and Social Councils of Almaty city requests registration files of liquidated legal entities from the authorized body in order to establish the actual circumstances of the case, the circle of persons without whom the activity of a legal entity is impossible, and the composition of its founders (participants) on the basis of constituent documents. Subsequently, requests are sent to the relevant authorities to find out the location of the founders in order to involve them in the case. In this case, we consider the practice of the Almaty city Council to be correct. By virtue of paragraph 3 of Regulatory Resolution No. 5, it is necessary to distinguish between the failure of an absent legal entity to submit tax reports and the violation of reporting deadlines by an existing legal entity. Legal entities, founders (participants), or officials who carry out their activities and are located at the place of registration (i.e., are not absent), but do not submit tax reports within the prescribed time, are responsible for such violation in accordance with the procedure established by law. Thus, according to the rules of article 272 of the Code of Administrative Offences, administrative liability is provided for failure by a taxpayer to submit tax reports to the state revenue authority within the time period established by legislative acts of the Republic of Kazakhstan. One of the grounds for the liquidation of a legal entity in accordance with subparagraph 4) Paragraph 2 of Article 49 of the Civil Code is the conduct of activities in gross violation of the law. Carrying out activities in gross violation of the law should be understood as: systematic carrying out activities contrary to the statutory goals of a legal entity; carrying out activities without a proper license or activities prohibited by legislative acts. The courts considered 3 civil cases on claims for the liquidation of legal entities for the systematic conduct of activities contrary to the statutory objectives of the legal entity and the conduct of activities without a proper license or activities prohibited by legislative acts. According to this provision of the law, a gross violation is the systematic conduct of activities contrary to the statutory goals of a legal entity; carrying out activities without a proper license or activities prohibited by legislative acts.

Systematic violation of the law should be understood as repeated violation of the law. However, the same consequences can be caused by a single gross violation of the law. The State Institution "Department of Internal Affairs of Pavlodar region" filed a lawsuit against LLP "O" for revocation of the license and liquidation of the partnership. The claim is motivated by the fact that on October 3, 2016, the security staff of the Partnership committed a criminal offense in the performance of their work duties, provided for in part 2 of Article 252 of the Criminal Code. In violation of the requirements of subparagraph 5) of paragraph 6 of Article 10 of the Law "On Security Activities" and paragraph 3 of the Order of the Ministry of Internal Affairs dated December 30, 2014 No. 959 "On approval of qualification requirements and a list of documents confirming compliance with them, a person who had previously been dismissed from public service for negative reasons" was hired by the Partnership. less than three years ago. In addition, on September 22, 2015, the defendant re-registered the partnership due to the sale of a 100% stake in the authorized capital, but the relevant information was not provided to the licensor, which is a violation of paragraph 3 of Article 17-1 of the said Law. By the decision of the Council of Ministers of the Pavlodar region dated April 28, 2017, the claim was denied. By a decision of the judicial board for Civil Cases of the Pavlodar Regional Court dated August 9, 2017, the decision of the court of first instance was overturned, and a new decision was made in the case to satisfy the claim in full. The Court of Appeal deprived the Partnership of its state license to carry out security activities and at the same time decided to liquidate it. In satisfying the claims, the judicial board proceeded from the fact that the above facts are reliable evidence of the Partnership's activities in gross violation of the law, contrary to its statutory goals, which are systematic. The study of this civil case has shown that the plaintiff's combination of two subjects of claim as the deprivation of a special license by a legal entity and its subsequent liquidation into one proceeding is impractical, since the deprivation of a special license is carried out for systematic violations by a legal entity of activities contrary to its statutory activities. Consequently, the revocation of his license on the basis of a court decision that has entered into force is subsequently an independent basis for a claim for his liquidation. Therefore, according to the rules of part 1 of Article 167 of the CPC, the court should have considered the expediency of dividing the claims into two independent civil cases and, based on the results of the consideration of the case on the deprivation of this legal entity of a special license, consider its liquidation.

Only the state licensing authority has the right to file a claim for the liquidation of a legal entity in connection with the conduct of activities without proper authorization (licensing). By the decision of the Council of Economic and Social Council of Akmola region dated June 1, 2016, the claim of LLP "C" for the liquidation of LLP "R" was dismissed. The claim is motivated by the fact that the defendant carries out activities to provide bank loans without a proper license. In rejecting the claim, the court of first instance legitimately pointed out that, by virtue of paragraph 3 of Article 49 of the Civil Code, a claim for liquidation of a legal entity on the grounds specified in paragraph 2 of this Article may be brought to court only by a State body to which the right to make such a claim is granted by legislative acts. The legality of another decision of the Council of Ministers of the Akmola region dated August 25, 2017, which dismissed the claim of the State Institution "Department for Control in the Field of Education of the Akmola region of the Committee for Control in the Field of Education and Science of the Ministry of Education and Science of the Republic of Kazakhstan" on the liquidation of secondary schools, is questionable. The claim was motivated by the fact that the school had not received a license for educational activities within 6 months from the date of state registration. In accordance with the provisions of subparagraph 1) of paragraph 2 of Article 40 of the Law "On Education", the right to engage in educational activities arises for educational organizations for subspecies of educational activities requiring licensing from the moment they receive a license, unless otherwise provided by law, and ceases from the moment a court decision revoking or recognizing a license comes into force. invalid in accordance with the procedure established by the laws of the Republic of Kazakhstan. According to the list of permits of the first category (licenses) of Appendix 1 to the Law "On Permits and Notifications" dated May 16, 2014 No. 202-V, educational organizations implementing general educational programs of primary, basic secondary, and general secondary education are subject to licensing of activities in the field of education. In rejecting the claim, the court wrongfully assumed that the plaintiff had no right to file a lawsuit for the liquidation of the school in accordance with the rules of paragraph 2 of Article 49 of the Civil Code, since by virtue of subparagraph 1) of paragraph 14 of the Regulations on the State Institution "Department for Control in the Field of Education of the Akmola region of the Committee for Control in the Field of Education and Science Ministry of Education and Science of the Republic of Kazakhstan" it has the right to issue a license. Therefore, the plaintiff has the authority to file a claim. By a court decision, a legal entity may be liquidated in accordance with subparagraph 5) of paragraph 2 of Article 49 of the Civil Code in cases provided for by other legislative acts. Local courts have considered a number of civil cases on the claims of the National Bank for the liquidation of legal entities on the grounds provided for by the Law "On Joint Stock Companies". According to paragraph 3 of Regulatory Resolution No. 5, a gross violation of the law in carrying out the activities of legal entities should be considered an intentional or careless clear and significant violation of the norms of national legislation, ratified international treaties regulating and (or) regulating the formation, reorganization, liquidation, as well as the activities of the relevant legal entity, committed by the founder or an individual (persons), performing the functions of managing this legal entity, if such a violation has caused or created a real possibility of negative factual or legal consequences.

The powers of the National Bank to file claims for the liquidation of legal entities are defined in paragraph 2 of Article 90 of the Law "On Joint Stock Companies", according to which it has the right to file a claim for compulsory liquidation in case the legal entity fails to comply with the requirements provided for in paragraph 1 of Article 90 of the above-mentioned law. In accordance with article 10 of the above-mentioned law, the minimum amount of the company's authorized capital is 50,000 times the monthly calculation index established by the Law "On the Republican Budget" for the relevant financial year. The courts have reliably established that joint-stock companies have not brought the minimum size of the authorized capital in accordance with the Law "On the Republican Budget" for the relevant financial year, which is a gross violation of the requirements of the law when carrying out their statutory activities. According to the claims based on Article 90 of the Law "On Joint Stock Companies", there were no problematic issues in the law enforcement practice of the courts. When considering cases in this category, the courts generally satisfy the claims of authorized bodies. But at the same time, the courts have developed different practices in terms of assigning responsibilities for the liquidation of a legal entity. It follows from the civil cases submitted for study that their consideration is hampered by the fact that the defendants are mostly absent from their location, do not attend the court session, and the founders of these legal entities are also absent. According to paragraph 17 of Regulatory Resolution No. 5, the liquidation and bankruptcy procedures of absent legal entities are financed from the republican budget, while the authorized body is responsible for organizing and ensuring the liquidation of the missing legal entity. In refusing to assign the responsibility to liquidate a legal entity to an authorized body, the courts proceeded from the provision of Government Decree No. 387 dated April 24, 2008 "On certain issues of the Ministry of Finance of the Republic of Kazakhstan", according to which the implementation of liquidation procedures outside the framework of bankruptcy proceedings is not within the competence and powers of the authorized body. Currently, the signs of an absent legal entity specified in subparagraph 3) of paragraph 2 of Article 49 of the Civil Code, which were in force at the time of the adoption of Regulatory Decree No. 5, are excluded. Meanwhile, the Law "On the Republican Budget for 2015-2017" allocated 27,609,000 tenge for liquidation and bankruptcy procedures in 2017. The program's administrator is the Ministry of Finance. Regional State revenue departments are legal entities within the structure of the Ministry of Finance. The State Institution "Department for Rehabilitation and Bankruptcy" of the DGD of the regions is subordinate to the Ministry of Finance and performs the functions of the authorized body for the liquidation of legal entities. Thus, it seems correct that when deciding on the assignment of responsibilities for the liquidation of a legal entity, the courts should specify the authorities of the Ministry of Finance.

Thus, by the decision of the Council of Economic and Social Council of Astana dated December 15, 2016, the claim of the National Bank for the compulsory liquidation of JSC "Ts" was satisfied. The implementation of the liquidation procedure was entrusted to the State Institution "Rehabilitation and Bankruptcy Department" of the Department of Internal Affairs of Astana city. In a similar case, the Council of Economic and Social Council of Almaty issued another decision regarding the imposition of duties on the liquidation of a legal entity. The State Institution "Ministry of Justice of the Republic of Kazakhstan" cited violations of the requirements of the Law "On Political Parties" dated July 15, 2002, No. 344, revealed by the results of an audit of the party's activities, as the basis for filing a lawsuit against the Public Association "Communist Party of Kazakhstan". The court found violations due to the discrepancy between accounting and factual data at the legal address in 13 branches of the party, according to which the quantitative composition of the party does not correspond to the actual data and information from the database of the documented population of the State Institution "Ministry of Internal Affairs of the Republic of Kazakhstan". By the decision of the Council of Ministers of the City of Almaty dated December 25, 2014, the party's activities were suspended for three months. Based on these circumstances, the decision of the Council of Ministers of the City of Almaty satisfied the claim of the State Institution "Ministry of Justice of the Republic of Kazakhstan" on the liquidation of the Public Association "Communist Party of Kazakhstan" and the State Institution "Ministry of Finance of the Republic of Kazakhstan" is responsible for the liquidation of this public association and its branches. In this case, the court's decision regarding the imposition of the obligation to liquidate the specified legal entity on the bodies of the Ministry of Finance, if there are founders of a public association, is unlawful. According to the tax authorities, when making a decision on compulsory liquidation, compliance with the liquidation procedure established by Article 50 of the Civil Code is mandatory. In accordance with article 88 of the Law "On Joint Stock Companies", in case of compulsory liquidation of a joint stock company, the liquidation commission is appointed by a court decision. In this case, according to the tax authorities, upon satisfaction of the claim, the court is obliged to create a liquidation commission, rather than impose on the authorized body the obligation to liquidate the missing legal entity. These conclusions of the state revenue authorities are erroneous. By a court decision, a legal entity may be liquidated in the cases provided for in subparagraphs 1-5) of paragraph 2 of Article 49 of the Civil Code. According to paragraph 3 of Article 49 of the Civil Code, by a court decision on the liquidation of a legal entity, the obligations to liquidate a legal entity may be assigned to the owner of its property, an authority authorized by the owner, an authority authorized to liquidate a legal entity by its constituent documents, or another body (person) appointed by the court. It follows from the meaning and content of the above provision of the law that the assignment of the obligation to liquidate a legal entity to the relevant body or person is the right of the court considering the case. At the same time, the legislator, by the bodies to which the liquidation procedure of a legal entity may be assigned by the court, meant not only the governing bodies of the liquidated legal entity authorized by the owner of the property or the body of the legal entity authorized by the constituent documents, but also state bodies that, by virtue of legislative acts, are authorized to liquidate legal entities. In accordance with paragraph 2 of Article 50 of the Civil Code, the owner of the property of a legal entity or the body that made the decision to liquidate the legal entity appoints a liquidation commission and establishes, in accordance with this Code, the procedure and timing of liquidation.

From the moment the liquidation commission is appointed, the powers to manage the property and affairs of a legal entity are transferred to it. In such circumstances, the provisions of paragraph 3 of Article 49 and paragraph 2 of Article 50 of the Civil Code do not contradict each other regarding the liquidation of an absent legal entity. Thus, the person appointed by the court to liquidate the legal entity replaces the liquidation commission, which, in compliance with the provisions of Article 50 of the Civil Code, is obliged to take measures to liquidate the missing legal entity. This provision of the law is consistent with paragraph 17 of Regulatory Decree No. 5. The generalization established that, in general, the courts impose on a specific person the obligation to liquidate a legal entity and do not create a liquidation commission according to the rules of paragraph 2 of Article 50 of the Civil Code. Thus, by the decision of the Judicial Board for Civil Cases of the Supreme Court dated October 3, 2017, the decision of the Astana City Council of Ministers dated March 2, 2017 and the decision of the Judicial Board for Civil Cases of the Astana City Court dated May 12, 2017 on the compulsory liquidation of CJSC "I" were upheld. Agreeing with the conclusions of the local courts regarding the assignment of the liquidation of the missing legal entity to the State Institution "Department for Rehabilitation and Bankruptcy", the board proceeded from the fact that the procedures for the liquidation and bankruptcy of legal entities are financed from the republican budget. For this reason, the obligation to organize and ensure the liquidation of an absent legal entity, as well as an absent debtor, should be assigned to the authorized body in accordance with the requirements of subparagraph 3) of paragraph 2 of Article 49 of the Civil Code. It can be seen from the case file that the company, according to the information of the State Revenue Committee of the Ministry of Finance, has been an inactive legal entity for a long time; the location of the founders is not known; settlement accounts are closed; it does not have any property. When establishing the above circumstances, the conclusions of the courts on the assignment of responsibilities for the liquidation of a legal entity to the authorized body are justified. Another example is when, by a decision of the Supreme Court, the obligation to liquidate a legal entity was assigned to its executive body. By the resolution of the Judicial Board for Civil Cases of the Supreme Court dated October 3, 2017, the decision of the Almaty City Council of Ministers dated January 10, 2017 and the resolution of the Judicial Board for Civil Cases of the Almaty City Court dated June 28, 2017 were amended and judicial acts regarding the assignment of the responsibility for the liquidation of the NGO "OP" to the State Institution "Ministry of Finance of the Republic of Kazakhstan" were canceled..

The responsibility for liquidation is assigned to the head of this public association, I., since during the consideration of the case in court, he participated in it as its representative and, according to the charter, headed its executive body. In satisfying the claims of the National Bank for the liquidation of JSC "K", the SME of North Kazakhstan Region, in the presence of the founders and shareholders of the legal entity, assigned the responsibility for its liquidation to the authorized body, as a result of which the financial costs of liquidation were unreasonably incurred by the state. Thus, when determining the persons who may be charged with the liquidation of a legal entity, the courts must carefully examine the presence or absence of the founders or the body of the legal entity being liquidated and, depending on the circumstances, make an informed and lawful decision.

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