WHAT SHOULD YOU DO IN CASE THE COMPANY HAS BEEN ILLEGALLY REGISTERED
UNDER YOUR NAME?

If you know the name of the LLP, you should make a formal written request for information on the existence of registered legal entities in which you are a founder. This request must be sent to the Justice authorities, namely the Department of Justice of the Republic of Kazakhstan. As an alternative way, you can check the data on its registration by obtaining the Certificate of Registration of Legal Entity from the database of legal entities through the Electronic Government for Citizens on the website Egov.kz.

In accordance with article 17 of the Law of the Republic of Kazakhstan "On limited and additional liability partnerships", the charter of partnership of the LLP is a document that determine the legal status of the LLP as a legal entity, and also, the charter of partnership must be approved by the general meeting of founders unanimously.

The charter and the decision on the establishment of the LLP must be signed personally by the founder, or by his authorised representative. This is an important point which will help you to invalidate the articles of association.

In accordance with article 68 of the Law of the Republic of Kazakhstan "On limited and additional liability partnerships", an LLP can be liquidated by a court decision if the partnership's registration is invalidated due to violations of the law committed during its creation, which are irreparable.

In case the charter was signed illegally and this violation is irreparable, this is the basis for invalidating the registration.

Also, in accordance with article 68 of the Law of the Republic of Kazakhstan "On limited and additional liability partnerships", a claim to liquidate a LLP on the above mentioned grounds may be brought to a court by interested parties, unless otherwise provided by legislative acts. On the basis of this, it is necessary to go to a court with a claim to invalidate the state registration of the LLP.

As the alternative you can contact law enforcement agencies, however, in practice, this does not give the desired result and the only effective way is to appeal to the judicial authorities.

After receiving a court decision, you should apply to the justice authorities with an official application for the executing of the court decision and providing a certificate confirming the cancellation of the registration of the LLP. After that, the justice authorities will have to exclude the illegally registered Partnership from the unified State Register of Legal Entities.

As the practice shows, such Partnerships are used to carry out illegal business activities, which usually entail legal consequences that can bring problems with law enforcement agencies.

Also, a frequent problem occurs when a person wants to register his LLP, but the registering authority refuses state registration. This may be due to the fact that, in accordance with Article 11 of the Law of the Republic of Kazakhstan "On State Registration of Legal Entities and Record Registration of Branches and Representative Offices", the registering authority refuses state registration (re-registration) of a legal entity:

1. if the legal entity or the only founder (participant) of the legal entity is an inactive legal entity;
2. if an individual who is a founder (participant) and (or) head of a legal entity is the only founder (participant) and (or) head of inactive legal entities.

Based on above stated, upon learning about the fact of illegal registration of the LLP, you must take actions as soon as possible.