Development of Company Law in Kazakhstan: Main Trends and Issues Supporting Materials to Main Presentation Tartu, 22 October 2015 Farkhad Karagussov

Structure of Legal Framework for Business Companies / Corporations in Europe (1 of 2) English Law Partnerships Law Company Law Private and public limited companies: organizations with limited liability of there members/sharehold ers* Partnerships with unlimited liability of their [general] partners *includes capital markets regulation applicable to public limited companies. Company Law in continental Europe (jurisdictions of Civil Code) Regulates organizational forms for entrepreneurial /commercial activities Partnerships [Capital] companies / societies** **close interaction and correlation of corporate law and business law, including capital market legislation and regulations for public limited companies / joint-stock companies. Codified Act (e.g. Civil or Commercial code) or a codified act for general provisions and lower-level laws for detailed regulation of different types of companies The legal framework for business entities Slide 1

Structure of Legal Framework for Business Companies and Corporations in Europe (2 of 2) The Russian Federation Legal basis for set up corporate type organizations and regulate their activities * *corporate organizations can be either commercial or non-commercial organizations RF’s Civil Code for general provisions and lower-level laws for detailed regulation of different types of corporations Laws concerning economic societies as business entities (obschestva) (JSC / LLC (ООО) Law concerning partnerships (tovarischestva), e.g. general and limited partnerships, and production cooperatives Laws on non-commercial corporate organizations Slide 2

Structure of the RK Law concerning organizational forms for Legal entities involved in entrepreneurial activities Civil Code (General Part) Notion of a legal entity; classification of organizational forms for business; general / most important provisions concerning their legal status Special Laws Detailed regulation of legal status of an entity in various organizational forms Law on economic partnerships General provisions for all forms of EP, including LLP / ALP; General Partnerships; Limited Partnerships. Law on production cooperatives Production cooperatives State Property Law State enterprises; JSCs with state participation; LLPs with state participation. JSC Law; and Securities Market Law JSC, including those with state participation. LLP Law LLPs, including those with state participation; ALPs. Regulations (regulation of specific aspects) securities market regulations; state procurement and other aspects, associated with states participation in JSC and LLPs; other relevant aspects. Slide 3 !

Civil Law Corporate Legislation Legislation on State Enterprises Legislation on non- commercial organizations Limited liability and additional partnerships (LLP / ALP) General and limited partnerships Economic partnerships Public Law -foundation, reorganization / liquidation; -corporate governance; -contractual relationships and representation; -protection of rights; -property liability; -other aspects. Legal Entities - accounting; - financial reporting; - other reporting and disclosure; - capital adequacy; - state participation in capital; - state procurement; - assets and/or capital participation transfers; - administrative and criminal liability; -regulatory consents and waivers; - and other aspects. Joint-stock companies Forms / types of business corporations under the RK Law Production cooperatives Business corporations Non-corporate entities and non- commercial corporate organizations Slide 4