Port communicationWhat are the advantages and disadvantages of registering different types of companies in Kazakhstan? Registering a company in Kazakhstan，Generally speaking，The form of legal organization of the legal person depends on the type of activities carried out by the foreign investor in Kazakhstan。The law stipulates a series of legal organizational forms for legal persons。
When registering a subsidiary in Kazakhstan，Foreign investors can choose the legal organizational form of a limited liability company ("ТОО") or a joint-stock company ("АО")。 The legal management basis of a limited liability company is the Limited Liability Company and Supplementary Liability Company Law (hereinafter referred to as the Limited Liability Company Law)。The legal management basis for joint-stock companies is the "Joint-stock Company Law"。
The following will explain to you how to register a company in Kazakhstan.，Difference Between Limited Liability Company and Joint Stock Company。 When deciding to register a subsidiary in Kazakhstan，Usually consider the limited liability company form，Because for legal persons carrying out activities in Kazakhstan，This form is the most flexible、Applicable。Different from joint stock company，Limited liability companies help participants avoid the administrative burden associated with stock issuances and rights issues。
Compared with joint stock companies，A limited liability company also has the following other obvious features:
Advantages
： ◆1. The shares of a participant in a limited liability company do not necessarily have to be equal to his or her participation share in the authorized capital of the limited liability company.，If the articles of association of a limited liability company do not provide otherwise； ◆ 2. The registration procedure for a limited liability company is simple、Quick； ◆3. Different from the shares of a joint-stock company，Participating shares of a limited liability company do not need to be registered，Not subject to the management of relevant state agencies and regulatory authorities，Except for the expropriation of participation shares of a limited liability company。
It is not necessary to prepare a shareholder register； ◆ 4. Administration of limited liability company
cost
Lower than a joint-stock company
cost
，Because it is easier to manage the program； ◆ 5. Different from the "Joint Stock Company Law"，The Limited Liability Company Law does not contain provisions specifically protecting the rights of minority participants in a limited liability company。at the same time，LLC participants are free to provide for such protections in the LLC formation documents。
Compared with joint stock companies，One of the disadvantages of a limited liability company is that there are fewer opportunities for profit distribution in a limited liability company than in a joint stock company.。However, deficiencies in this area can be eliminated through the use of appropriate fee mechanisms for financing and management。
According to the Enterprise Code of the Republic of Kazakhstan (hereinafter referred to as the "Enterprise Code")，By average annual number of employees and average annual income，Business entities are divided into the following categories：small business entities，including microenterprise entities；Medium-sized enterprise entities；Large enterprise entities； Small business entities include individual operators：Non-corporate entity；Such as a legal person who establishes an enterprise，Its average annual number of employees does not exceed 100；The average annual income does not exceed the amount stipulated in the national budget law、Monthly calculation indicator of three hundred thousand (300,000) times effective on January 1 of the corresponding financial year。
The main body of micro enterprise is：Small business entity establishing a private enterprise，Its average annual number of employees does not exceed 15；or the average annual income does not exceed the provisions of the national budget law、Monthly calculation indicator of three hundred thousand (300,000) times effective on January 1 of the corresponding financial year。
Medium-sized enterprise entities include individual traders or legal persons as follows:：Involving narcotic drugs、Psychotropic drugs and activities involving the circulation of such drugs；Production and/or wholesale sales of duty-paid products；Grain storage activities at grain collection stations；lottery activities；gambling industry activities；Activities involving the circulation of radioactive materials；Banking activities (or certain banking activities) and insurance market related activities (other than insurance agents)；Audit activities；Professional activities in securities markets；Credit agency activities；security activities；Activities involving the circulation of civilian and conventional arms and ammunition。
The main body of large enterprises is：self-employed；Corporation。 The criteria for judging large enterprise entities are：The average number of employees per year exceeds 250；and/or the average annual income exceeds the provisions of the national budget law、Three million (3,000,000) multiple monthly calculation indicators effective on January 1 of the corresponding financial year。 Joint stock company as a legal person，Issuance of shares representing shares held by shareholders of the company。
overall，Shareholders of a joint stock company are not responsible for the debts of the company，The risk of loss is limited to the amount of capital contributed by shareholders。as mentioned above，There are certain exceptions to this rule；But these exceptions also apply to limited liability companies。 The stock transfer right of a joint-stock company is not restricted by the priority rights of other shareholders，Except for newly issued shares of joint-stock companies。
at the same time，If 30% or more of the shares of a joint-stock company are sold，The buyer must make a reservation for the purchase of all remaining shares held by existing shareholders。therefore，These conditions limit the possibility of major shareholders of a joint stock company to sell their own shares。 Compared with the "Limited Liability Company Law"，The Joint Stock Company Law contains more detailed rules on the protection of the rights of minority shareholders。
at the same time，Certain provisions in the Joint Stock Company Law involving the protection of minority shareholders' rights may not be fully effective.。For example，Guarantee minority shareholders to participate in the election of board members through cumulative voting at the general meeting，becomes meaningless as board members step down and new board members are re-elected (elections controlled by majority shareholders)。
Joint stock companies have certain unique characteristics，According to investment needs，These features bring potential benefits：Joint stock companies can offer investment vehicles to a wider range of industries，For example，common stock、preferred stock、bond、Convertible bonds and derivative financial instruments (these instruments are more attractive when attracting investment)；The "Joint Stock Company Law" stipulates that "golden shares" that do not participate in the statutory capital composition can be issued and receive dividends，This provides shareholders with the opportunity to participate in the joint stock company's shareholders' meeting、The right to vote on certain resolutions in the Board of Directors and Executive Body。
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