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CIVIL CODE OF THE REPUBLIC OF KAZAKHSTAN. THE GENERAL PART (27 December 1994 as amended through July 1999) (unofficial translation, excerpt)

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Section 2. Legal Entities

I. General Provisions

Article 34. The Types and Forms of Legal Entities

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3. A legal entity, which is a non-commercial organisation, may be created in the form of an institution, public association, joint-stock company, consumer co-operative, public foundation, religions association and any other form which is provided for by legislative acts. A non-commercial organisation may engage in entrepreneurial activity only for as long as it is consistent with the objectives of its charter.

3-1. A legal entity that is a non-commercial organisation and maintainded at the expense of the state budget may be formed exclusively in the form of a state-owned institution.

4. Legal entities may create associations.

5. A legal entity shall act on the basis of this Code, the Law concerning each type of legal entities, any other legislative acts and their foundation documents.

Article 35. The Legal Capacity of a Legal Entity

1. A legal entity may have civil rights and bear the responsibilities associated with its activity in accordance with this Code. A legal entity may engage in certain types of activities, the list whereof is established by legislative acts, only on the basis of a licence.

2. The legal capacity of a legal entity shall arise at the moment of its creation and it shall cease at the time of completion of its liquidation. The legal capacity of a legal entity in a sphere of activities which requires a licence shall arise from the moment of the procurement of such a licence and it shall cease at the moment of its revocation, expiry of the term of its validity, or recognition of it as invalid in accordance with the procedure established by legislative acts.

3. The legal capacity of a legal entity that is a non-commercial organisation and maintained solely at the expense of the state budget (state institution) shall be defined by this Code and other legislative acts of the Republic of Kazakhstan.

Article 36. The Rights of Foundation Parties (Participants) with Regard to the Legal Entities Formed by Them

1. The foundation parties (participants) of a legal entity may have obligatory or corporeal rights with regard to the separate property of the legal entity.

(…)

4. Public associations, public foundations and religious associations shall be recognised as legal entities, and their foundation parties (participants) shall not retain any property rights with regard to their property.

Article 37. Bodies of a Legal Entity

1. A legal entity shall acquire civil rights and assume obligations solely through its bodies which operate in accordance with legislative acts and the foundation documents.

2. In the cases which are provided for by legislative acts, a legal entity may acquire civil rights and assume civil obligations through its participants and representatives.

3. The types of the procedure for appointing or electing the bodies of a legal entity, and their powers shall be defined in legislative acts and the foundation documents.

Article 38. The Name of a Legal Entity

1. A legal entity shall have its name, which distinguishes it from any other entities. The name of a legal entity shall consist of its name and an indication of its organisational and legal form. It may contain any additional information provided for by legislation. The name of a legal entity shall be indicated in its foundation documents. It shall be prohibited to use in the name of a legal entity names which contradict the requirements of legislation or the norms of public ethics; the proper names of persons, unless they coincide with the names of participants, or where the participants have failed to obtain the permission from those persons (their heirs) to use the proper name; the designations of the organisational and legal forms which are adopted in other countries; the terms which are not specified in this Code.

The use in the name of a legal entity of the reference to the official names of states and nations (both full and abbreviated) shall be permitted in accordance with the procedure to be determined by the Government of the Republic of Kazakhstan.

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3. For the use by legal entities (except for state-owned enterprises, state-owned institutions and non-profit organisations) and physical persons of the words "Kazakhstan," "Republic," "National" (in full or of any derivatives of them) in their business names, service names, and trade marks, a levy shall be established in accordance with the procedure and amounts as established by legislation concerning taxes.

4. It shall be prohibited to use designations of official names of the state bodies of the Republic of Kazakhstan as established by legislative acts, acts of the President and the Government of the Republic of Kazakhstan in business names, service marks, trade marks of legal entities which are not state authorities.

Article 39. The Location of a Legal Entity

1. The place where the permanently operating body of a legal entity is situated shall be recognised as the location of that legal entity.

2. The location of a legal entity shall be indicated in its foundation documents with the inscription of its full address.

3. In its relations with third parties a legal entity shall not have the right to refer to non-compliance of its actual address to the address entered into the state register. In this respect, third parties shall have the right to send to a given legal entity postal and other correspondence both to the address entered into the state register, and to its actual address.

Article 40. The Foundation Parties of a Legal Entity

1. A legal entity may be founded by one or several foundation parties.

2. The owners of the property, or the bodies and persons authorised by them, and in the cases specifically provided for by legislative acts, any other legal entities may be foundation parties of a legal entity. In that respect, the legal entities who own the property under the right to business authority or operational management, may be foundation parties of other legal entities after the approval of their owner or the body authorised by their owner.

Article 41. Foundation Documents of a Legal Entity

1. A legal entity shall carry out its activities on the basis of its charter or the foundation agreement and the charter, or only the foundation agreement, unless it is otherwise provided for by legislative acts. In the cases specified by legislative acts, a legal entity which is not a commercial organisation, may operate on the basis of general regulations concerning the organisations of that type. (…)

2. The foundation agreement of a legal entity shall be entered into and its charter shall be approved by its foundation parties. (…)

3. The foundation documents of a non-commercial organisation and of a state-owned enterprise must define the objects and aims of the activities of that legal entity. (…)

4. In the foundation agreement, parties (foundation parties) undertake to create a legal entity and they define the procedure for their joint activities to create it, the conditions for the vesting into its ownership (business authority, operational management) of their property and for their participation in its activities. (…)

5. The charter of a legal entity shall determine the type of the organisation; its name; its location; the powers of the manager; the governing and supervision bodies; the procedure for the formation and the bounds of their authority; the regime of their work; the procedure for the formation of the property of the organisation and the distribution of income; and the conditions for reorganisation and termination of activities of the organisation.

Also, in the charter there shall be determined the relations between the legal entity (organisation) and the foundation parties (founders), administration of the organisation and its work collective. In the charter there may be contained any other provisions which do not contradict legislation.

6. In the case of contradictions between the foundation agreement and the charter of the same legal entity, their provisions must apply as follows:

1) those of the foundation agreement, when they are associated with internal relationship of foundation parties;

2) those of the charter, when their application may have significance for relations of the legal entity with third parties.

7. Any interested parties shall have the right to peruse the charter of a legal entity.

Article 42. The State Registration and Re-registration of Legal Entities

1. A legal entity shall be subject to state registration by the bodies of Justice. The procedure for the state registration shall be defined by legislation.

2. Information concerning state registration, in particular, the business names of commercial organisations, shall be included in the Single State Register of Legal Entities.

3. A legal entity shall be deemed to be created from the moment of its state registration.

4. Affiliates and representations shall be registered in accordance with the procedure established by legislative acts and they must be indicated in the charter of the legal entity which created them.

Affiliates and representation shall be subject to re-registration in the event that they change the name.

5. Violation of the procedure established by the law for the formation of a legal entity or non-compliance of its foundation documents with the law shall entail denial to that legal entity of state registration. The denial of registration on the basis of non-expedience of the formation of a legal entity shall not be allowed. The denial of state registration and also the evasion of such registration may be challenged in a court.

6. A legal entity shall be subject to re-registration in the following cases:

1) reduction of charter fund charter capital size; reduction of the size of the authorised capital and of the announced authorised capital of a joint-stock company;

2) change of name;

3) alteration on membership of business partnership participants, except for open-type joint stock companies; alteration of the membership of participants in business partnerships and closed-type joint stock societies;

Amendments introduced to foundation documents on said bases shall be invalid, unless the legal entity is re-registered.

In the case of passing other amendments and additions to foundation documents, a legal entity shall within one month notify the registering body to that effect.

Article 43. Affiliates and Representations

1. A separate subdivision of a legal entity which is located outside the place of its location and which carries out all or part of its functions including the function of representation, shall be an affiliate.

2. A separate subdivision of a legal entity, which is located outside the place of its location, which carries out the protection and representation of the interest of the legal entity and which enters transactions and any other legal acts on its behalf, shall be recognised as representation.

3. Affiliates and representations shall not be legal entities. They shall be vested with property by the legal entity that created them, and they shall operate on the basis of the by-laws approved by it.

4. Managers of structural subdivisions (affiliates and representations) of public associations shall be elected in the procedure specified by the charter of the public association and the by-laws concerning its affiliate or representation.

Managers of structural subdivisions (affiliates and representations) of religious associations shall be elected or appointed in the procedure specified in the charter of the religious association and the by-laws concerning its affiliate or representation.

Managers of affiliates and representations of other forms of legal entities shall be appointed by authorised bodies of the legal entities and they shall operate on the basis of powers of attorney.

Article 44. The Liability of a Legal Entity

1. Legal Entities except for institutions, state institutions and public enterprises financed their foundation party, shall be liable for their obligations with all the assets that they have.

An institution shall be liable for its obligations with the funds at its disposal. When those are not sufficient, the liability for the obligations of an institution shall be borne by its foundation party. (…)

2. A founder (participant) of a legal entity or the owner of its property shall not be liable under its obligations, and the legal entity shall not be liable under obligations foundation parties or a body of a legal entity which is of its founder (participant), or of the owner of its property, except for the cases stipulated by the present Code, other legislative acts, or the foundation documents of a given legal entity.

3. When the bankruptcy of a legal entity is caused by acts of its founder (participant), or the owner of its property, then, in the case of insufficiency of funds of the legal entity, the foundation party (participant), or the owner of its property accordingly, shall bear secondary liability before creditors.

4. A legal entity shall bear liability before third parties under obligations assumed by a body of the legal entity in excess of its powers established by the foundation documents except for cases stipulated in paragraph 11 of Article 159 of the present Code.

Article 45. Reorganisation of a Legal Entity

1. The reorganisation of a legal entity (merger, acquisition, division, appropriation, transformation) shall be carried out pursuant to the decision of the owner of its property or the body authorised by the owner, of the foundation parties (participants) and also upon the decision of the body of the legal entity authorised by the foundation documents, or upon the decision of the judicial bodies in the cases which are specified by legislative acts. Legislation may also stipulate other forms of reorganisation.

Reorganisation of a legal entity with has a cumulative pension fund shall be carried out subject to special considerations provided for by legislation concerning pension support.

2. Reorganisation may be conducted voluntarily or compulsorily.

3. A compulsory reorganisation may be effected pursuant to the decision of judicial bodies in the cases specified by legislative acts.

When the owner of the property of a legal entity, a body authorised by it, is authorised to reorganise it by the foundation documents, does not perform the reorganisation of the legal entity within the term defined in the decision of the judicial body, the court shall appoint an administrator of the legal entity and it shall entrust to the administrator the reorganisation of the legal entity. From the moment when an administrator is appointed, all the powers associated with the management of the legal entity's business shall be transferred to the administrator.

The administrator shall act on behalf of the legal entity in the court of law, compile the division balance-sheet and present it for the approval of the court together with the foundation documents of the legal entities which emerge as a result of the reorganisation of the legal entities. The approval by the court of the indicated documents shall be the basis for the state registration of the newly emerged legal entities.

4. A legal entity shall be deemed to be reorganised, except for the case of reorganisation in the form of acquisition, from the moment of the registration of the newly emerged legal entities.

When a legal entity is reorganised by way of acquisition of any other legal entity, the former of them shall be deemed to be reorganised from the moment when the entry is made into the State Register of Legal Entities on the termination of the activities of the acquired legal entity is made.

Article 46. The Legal Successorship When Legal Entities Are Reorganised

1. When legal entities merge, the rights and obligations of each of them shall be transferred to the newly emerged legal entity in accordance with the conveyance act.

2. When a legal entity is acquired by any other legal entity, the rights and obligations of the acquired legal entity shall be transferred to the latter in accordance with the conveyance act.

3. When a legal entity is divided, its rights and obligations shall be transferred to the newly emerged legal entities in accordance with the division balance-sheet.

4. When one or several legal entities are appropriated out of a legal entity, the rights and obligations of the reorganised legal entity shall be transferred to each one of them in accordance with the division balance-sheet.

5. When a legal entity of one type it transformed into a legal entity of any other type (altering its organisational and legal form), the rights and obligations of the reorganised legal entity shall be transferred to the newly emerged legal entity in accordance with the conveyance act.

(…)

Article 47. The Conveyance Act and the Division Balance-Sheet

1. The property rights and obligations of a reorganised legal entity shall be transferred to the newly-created legal entity: in accordance with the conveyance act in the case of mergers and acquisitions; and in accordance with the division balance-sheet in the case of divisions and appropriations.

The conveyance act and division balance-sheet must contain the provisions concerning the legal successorship with regard to all the obligations of the reorganised legal entity with regard to all its creditors and debtors, including the obligations which are challenged by parties.

2. The conveyance act and division balance-sheet shall be approved by the owner of the property of the legal entity or by the body which adopted the decision to reorganise the legal entity, and they shall be submitted together with the foundation documents for the registration of the newly emerged legal entities or the introduction of amendments to the foundation documents of existing legal entities.

Failure to present together with the foundation documents an appropriate conveyance act or division balance-sheet, and also the absence in them of provisions concerning legal successorship with regard to the obligations of the reorganised legal entity, shall entail the denial of the state registration of the newly-emerged legal entities.

3. Property (rights and obligations) shall be transferred to a legal successor at the moment of its registration, unless otherwise provided for by legislative acts or in the decision concerning the reorganisation.

Article 48. The Guarantees of the Rights of Creditors of a Legal Entity in the Case of its Reorganisation

1. The owner of the property of a legal entity, or the body which adopted the decision to reorganise a legal entity, shall be obliged to notify in writing the creditors of the legal entity to be reorganised.

2. In the case of division or appropriation, the creditor of a legal entity under reorganisation shall have the right to demand a prior determination of the obligations, the debtor of which is the legal entity, and compensation for losses.

3. The newly-emerged legal entities as well as the legal entity from which another legal entity was appropriated shall be severally liable for the obligations to creditors of the reorganised legal entity when the division balance-sheet does not provide for any possibility to identify the legal successor of the reorganised legal entity.

Article 49. Foundations for the Liquidation of a Legal Entity

1. A legal entity may be liquidated for any reasons, pursuant to a decision of the owner of its property, or of the body authorised by the owner, and also pursuant to the decision of a body of the legal entity so authorised by the foundation documents.

Liquidation of a legal entity which is a cumulative pension shall be carried out subject to special considerations provided for by legislation concerning pension support.

2. A legal entity may be liquidated in accordance with a court decision in the following cases:

1) bankruptcy;

2) recognition of registration of a legal entity as invalid because of violations of legislation made in the formation of that legal entity and which cannot be eliminated;

3) systematic performance of activities which contradict the charter objectives of the legal entity;

4) performance of activities without appropriate permit (licence) or activities prohibited by legislative acts, or with multiple or gross violation of legislation;

5) in other cases specified by legislative acts.

3. The claim to liquidate a legal entity on the bases indicated in the second paragraph of this Article, may be filed with a court by the state body to which the right to file such claims is granted by legislative acts, and in the cases of bankruptcy also by the creditor.

Obligations associated with the performance of the liquidation of a legal entity may be entrusted by a court decision concerning the liquidation of that legal entity, to the owner of its property; to the body authorised by the owner, to the body authorised for the liquidation of a legal entity by the foundation documents, or to any other bodies (person) appointed by the court.

4. When the value of properties of a legal entity with regard to which entity a decision is taken to liquidate, in accordance with paragraph 1 of this Article, is insufficient for satisfying creditors' claims, such a legal entity may be liquidated in accordance with legislation concerning bankruptcy.

5. Liquidation of certain types of legal entities shall be possible, pursuant to a decision of the relevant body which is authorised by the state, on the bases stipulated in legislative acts.

Article 50. The Procedure for the Liquidation of Legal Entities.

1. The owner of the property of a legal entity or a body which adopted the decision to liquidate the legal entity, shall be obliged to communicate that immediately in writing to the body of Justice which performs the registration of legal entities and it shall enter the information that the legal entity is in process of its liquidation, into the State Register Legal Entities.

2 The owner of the property of a legal entity or a body which took the decision to liquidate the legal entity shall appoint the liquidation commission and establish the procedure and dates for the liquidation in accordance with this Code.

From the moment that the liquidation commission is appointed, it shall acquire the powers associated with managing of the property and the business of the legal entity. The liquidation commission shall act in the court on behalf of the legal entity under liquidation.

3. The liquidation commission shall place in the official press the publication concerning the liquidation and the procedure and deadlines for the filing of the claims by its creditors. That period may not be less than two months from the moment of publication concerning the liquidation.

A liquidation commission shall publish the information concerning the liquidation of a legal entity, as well as the information concerning the procedure and the period for filing claims by its creditors, in the official publications of the central body of justice. The period for filing claims may not be less than two months from the time of publication concerning the liquidation.

A liquidation commission shall take steps to identify creditors and to recover debts, and also it shall notify creditors in writing of the legal entity liquidation.

4. Upon expiry of the period for creditors filing of their claims, the liquidation commission shall compile the intermediary liquidation balance-sheet which shall contain information concerning the composition of the property of the legal entity under liquidation, the list of claims filed by the creditors and also concerning the results of the examination of them.

The intermediary liquidation balance-sheet shall be approved by the owner of the property of the legal entity or by the body which took the decision to liquidate that legal entity.

5. Where monetary resources which are available to a legal entity under liquidation (except for institutions except for state-owned institutions) is short of funds are insufficient for the satisfaction of the creditors' claims, the liquidation commission shall carry out a sale of the assets of the legal entity in a public auction in accordance with the procedure established for the execution of court decisions.

6. The payment of the amounts of monetary resources funds to the creditors of a legal entity in liquidation, shall be carried out by the Liquidation Commission in a priority procedure as established by Article 51 of this Code, in accordance with the interim balance-sheet, beginning from the date of its approval. Special considerations in distribution of assets of joint-stock companies shall be established by legislation concerning them.

7. Upon completion of the settlements with creditors, the liquidation commission shall compile the liquidation balance-sheet, which shall be approved by the owner of the assets of the legal entity, or by the body which adopted the decision to liquidate the legal entity.

8. The assets which remain upon the satisfaction of creditors' claims shall be used for the purposes indicated in the foundation agreements.

9. In the event that a public enterprise in liquidation is short of assets, and in the case of an institution in liquidation being short of monetary resources funds for satisfying the claims of creditors, the latter shall have the right to appeal to the court with an action to satisfy the remaining amount of claims at the expense of the owner of the assets of the enterprise or institution.

10. The liquidation of a legal entity shall be deemed to be accomplished, and a legal entity to have terminated its existence after the entry is made to that effect in the State Register of Legal Entities.

Article 51. Satisfying the Claims of Creditors

1. When liquidating a legal entity, the claims of its creditors shall be satisfied in the following sequence:

1) in the first priority, the claims of citizens to whom the enterprise in liquidation bears liability for causing harm to life and health, by way capitalising appropriate periodic payments;

2) in the second priority, the settlements shall be carried out with regard to work remuneration to those persons who work in accordance with employment agreements, and those associated with the payment of remuneration under authorship agreements;

3) in the third priority, the claims shall be satisfied of the creditors for the obligations which are secured with the pledge of property of the legal entity in liquidation;

4) in the fourth priority, the debt shall be repaid on the compulsory payments to the Budget and to the non-budgetary funds;

5) in the fifth priority, settlements shall be conducted with any other creditors in accordance with legislative acts

2. The claims of each priority shall be satisfied upon the complete satisfaction of the claims of the previous priority.

3. When assets of the liquidated enterprise are not sufficient, they shall be distributed among the creditors of each relevant turn in proportion to the amount of claims which are subject to satisfaction, unless otherwise provided for by law.

4. In the case of the refusal of the liquidation commission to satisfy the claims of a creditor or of an evasion from consideration, the creditor shall have the right, prior to the approval of the liquidation balance-sheet of a legal entity, to appeal to the court with the action against the liquidation commission. Upon the decision of the court, the claims of the creditor may be satisfied at the expense of the remaining assets of the legal entity in liquidation.

5. The assets which remain upon the satisfaction of the claims of creditors of the legal entity, shall be transferred to its owner or the foundation parties (participants) which have corporeal rights to those assets or any obligatory rights to the legal entity, unless otherwise provided for by legislation or the foundation documents of the legal entity.

6. The claims creditors which are not satisfied because of a shortage of assets of the liquidated legal entity and also those which are not claimed before the approval of the liquidation balance-sheet shall be deemed to be satisfied.

Similarly, the claims of creditors which are not recognised by the liquidation commission shall be deemed to be repaid if the creditor did not appeal with a suit in court, as well as the claims the satisfaction of which was denied to the creditors by the court.

Section 7. Non-Commercial Organisations

Article 105. An Institution

1. An organisation created and financed by its founder for the performance of managerial, social and cultural or any other functions of non-commercial nature, shall be recognised as institution.

2. An institution created by the state in accordance with the Constitution and the laws of the Republic of Kazakhstan or on the basis of the decisions of the President of the Republic of Kazakhstan, Government of the Republic of Kazakhstan and the akims of the Capital City, Provinces, major cities, and maintained solely at the expense of the State Budget, unless it is otherwise established by legislative acts, shall be recognised as state-owned institution. (…)

Article 106. A Public Association

1. A public association shall be recognised as an organisation which emerged as a result of citizens associating for the purpose of achieving their common interests which do not contradict legislation.

In the Republic of Kazakhstan political parties, trade unions and other associations of citizens created on a voluntary basis for the attainment by them of the goals in common which do not contradict legislation, shall be recognised as public associations;

The participants (members) of public associations shall not have the right to the assets which are transferred to those associations, including the membership fees. They shall not be liable for the obligations of the public associations in which they participate as their members, and the indicated associations shall not be liable for the obligations of their members.

The composition of a public association in the cases stipulated by its charter may include collective members.

2. A public association shall operate on the basis of its charter.

3. Public associations may on a voluntary basis unite into unions of public associations and to exit them.

4. Items which are necessary for the financial provision for the activities stipulated in its charter, and also for the enterprises which are created at the expense of its resources shall be property of the public association.

5. The monetary resources funds of a public association shall be formed from the admission and membership fees, where their payment is stipulated in the charter; voluntary contributions and donations; receipts from conducting lectures, exhibitions, sports and any other events, lotteries in accordance with the charter; income from productive, or any other business activities; any other proceeds which are not prohibited by legislative acts.

6. It shall be prohibited to finance political parties, public associations which pursue political goals or trade unions, by foreign legal entities and citizens, foreign states and international organisations.

7. Assets of a public association which is liquidated upon the resolution of the convention (conference) or the general meeting, shall be used on the purposes which are stipulated in its charter.

Assets of a public association liquidated upon a court decision shall be used in accordance with this Code or other legislative acts.

8. The legal status of public associations shall be determined by legislative acts in accordance with this Code.

Article 107. A Public Foundation

1. A public foundation shall be recognised as a non-commercial organisation which has not any membership, which is founded by citizens and (or) legal entities on the basis of their voluntary property contributions, and which pursues social, educational and any other publicly-useful purposes.

2. A public foundation shall be a legal entity and in the civil rights turnover it shall be represented by the bodies of the foundation, it shall have an independent balance-sheet and the settlement bank account.

3. The assets which are transferred to a public foundation by its founders shall be property of the foundation.

Foundation parties of a foundation shall have not property rights with regard to the property of a given public foundation.

4. The financial sources of a public foundation shall be monetary resources of the founders’ sponsorship, voluntary donations and any other legitimate receipts.

It shall not be allowed to finance funds which pursue political purposes by foreign legal entities and citizens, foreign states and international organisations.

5. The procedure for managing a public fund and the procedure for the formation of its bodies shall be defined by its charter as approved by the founder.

The charter of a public fund, aside of the information contained in paragraph 5 of Article 41 of this Code, must contain the provisions concerning the authorities of the fund, concerning the procedure for the appointment of the fund officials and their release, the destiny of the fund property in the case of its liquidation.

6. A fund shall be obliged annually to publish the reports concerning the use of its assets in official publications.

7. Upon the court decision a public fund may be liquidated in the following cases:

1) where the assets of the fund are not sufficient for attaining its objectives and the probability of obtaining the required assets is not realistic;

2) where the purposes of the fund may not be attained and appropriate changes of the fund's objectives may not be made;

3) in the event that the funds in its activities deviates from the objectives provided for by its charter;

4) in any other cases provided for by legislative acts or by its foundation documents.

8. The assets which remain after the liquidation of a public fund shall be used for the purposes contemplated in its charter.

(…)

Article 109. Religious Association

1. A religious association shall be a voluntary association of citizens who unite in accordance with the procedure provided for by legislative acts, on the basis of their common interests for satisfying their spiritual needs.

2. Religious departments (centres) in accordance with their registered charters (statutes), shall have the right to found spiritual educational institutions, mosques, monasteries and any other religious associations which operate on the basis of their charters (statutes).

3. Religious associations in the Republic of Kazakhstan, which have governing centres beyond the boundaries of the Republic shall be subject to registration at the bodies of Justice. Charters (articles) of the governing centres may be used as a basis of charter (articles) of such religious associations, if they do not contradict legislation of the Republic of Kazakhstan;

4. The appointment by foreign religious centres of the leaders of the religious associations which operate in the territory of the Republic of Kazakhstan, shall be carried out in agreement with the relevant bodies of power of the Republic of Kazakhstan.

5. Societies, brotherhoods, associations and any other associations of citizens which are formed for charity, study and distribution of religious literature and any other cultural and education activities, may be created attached to the religious associations. They may have their own charters (statutes) which shall be registered in accordance with the procedure established for public associations.

6. Creation of spiritual educational religious associations and institutions, and the missionary activities of foreign citizens and stateless persons, shall be allowed only after their accreditation at the local bodies of power and under the condition that it shall comply with legislation of the Republic of Kazakhstan.

7. A religious association shall have the right to create enterprises to provide for cult activities and for social and charity events in compliance with its charter objectives.

8. Religious associations may receive financial and any other material assistance from overseas religious centres, and international missionary and charity societies and funds provided its use does not contradict legislation of the Republic of Kazakhstan.

9. A religious association shall have the right to own the assets which are purchased or created by it at the expense of its own resources, as well as those donated by citizens, organisations, or those granted by the state, and acquired on any other bases that do not contradict legislative acts.

10. The participants (members) of a religious association shall not retain their rights to the assets transferred by them to that organisation, in particular to their membership fees. They shall not be liable for the obligations of the religious association and the religious association shall not be liable for the obligations of its members.

11. Special considerations concerning the legal status of religious associations shall be determined in accordance with this Code and legislative acts of the Republic of Kazakhstan.

Article 110. Amalgamation of Legal Entities in the Form of an Association (Union)

1. Commercial organisations for the purpose of co-ordinating their entrepreneurial activities, and also for representation and protection of their common property interests, may by agreement between themselves as well as in conjunction with non-profit organisations, create amalgamations in the form of associations (unions).

2. Public associations and any other non-commercial organisations, including institutions, may voluntarily unite into associations (unions) of those organisations.

3. Associations (unions) shall be non-commercial organisations.

4. Members of an association (union) shall retain their independence and the rights of legal entities.

5. An association (union) shall not be liable for obligations of its members. Members of an association (union) shall bear subsidiary liability for its obligations in the amounts and in accordance with the procedure provided for by the foundation documents of the association (union).

Chapter 4. Transactions

Article 159. The Bases for the Invalidity of Transactions

(…)

11. A transaction which is entered into by a legal entity that contradicts the purposes of its activities which are expressly restricted in its foundation documents, or by a legal entity which has no licence to engage in that activity, or in violation of the charter authority of a body of the legal entity which concluded the transaction, may be recognised by the court as invalid upon the action of that legal entity, its foundation party (participant) or the state body which exercises the supervision or monitoring of the activities of the legal entity, provided it is proved that the other party to the transaction knew or beforehand must have known about such violations.

A transaction performed by a legal entity in contradiction of the objects or the activity expressly restricted by the present Code, or other legislative acts, or foundation documents, or in violation of the charter authority of its body, may be recognised as invalid pursuant to a court action of the owner of the property of a given legal entity, provided it is proved that the other party to a given transaction knew, or deliberately must have known about such violations.

(…)