Объект экспертизы: Создание юридического лица, а также участие в уставном капитале
коммерческих организации путем вхождение в состав участников юридических лиц
иностранцам.
Эксперт: Хандуллаева Айгерим Улановна, юрист по миграционному праву.
Правовое заключение
Объект экспертизы: Создание юридического лица, а также участие в уставном капитале
коммерческих организации путем вхождение в состав участников юридических лиц
иностранцам.
Эксперт: Хандуллаева Айгерим Улановна, юрист по миграционному праву.
Введение:
В соответствии со ст 34 Закона о миграции Республики Казахстан (далее — Закон), п3
Правил оформления приглашений, согласования приглашений на въезд иностранцев и лиц
без гражданства в Республику Казахстан, выдачи, аннулирования, восстановления виз
Республики Казахстан, а также продления и сокращения сроков их действия,
утвержденными совместным приказом исполняющего обязанности Министра
иностранных дел Республики Казахстан от 24 ноября 2016 года № 11-1-2/555 и Министра
внутренних дел Республики Казахстан от 28 ноября 2016 года № 1100 (далее — Правила)
«Бизнес-иммигранты – иммигранты, прибывшие с целью осуществления
предпринимательской деятельности в соответствии с законодательством Республики
Казахстан». <!–more–>
Согласно статье 10 Гражданского Кодекса предпринимательство — это инициативная
деятельность граждан и юридических лиц, независимо от формы собственности,
направленная на получение чистого дохода.
Правилами для категории бизнес-иммигрантов предусматривается виза категории
С5.
Согласно ст.40 Закона о миграции запрещаются создание юридического лица, а также
участие в уставном капитале коммерческих организации путем вхождения в состав
участников юридических лиц иностранцам, не получившим визы на въезд в качестве
бизнес-иммигрантов (виза С5).
1.Действия необходимые совершить иностранному лицу для вхождения в состав
участников юридического лица:
1.1.Получить первичную визу С5 в загранучреждений;
1.2.Войти в состав участников юридического лица;
1.2.Продлить визу С5 в МВД РК/Перейти на другую категорию визы;
1.1.Первичная виза С5 выдается в Посольстве РК в стране гражданства, либо в стране
постоянного места проживания.
Виза выдается сроком на 90 кд (однократная) на основании приглашения из МВД РК.
Перечень необходимых документов для предоставления в Посольство РК, согласно
Правилам:
1) медицинской справки, подтверждающей отсутствие заболеваний, наличие которых
запрещает въезд иностранцам и лицам без гражданства в Республику Казахстан; *Форму
справки необходимо запрашивать в Посольстве РК, тк каждое государство имеет свои
стандарты. Данная справка аналог справки формы 028/у в РК;
2) медицинской страховки;
3) документа, подтверждающего наличие либо отсутствие судимости, выданной
уполномоченным органом страны гражданства или постоянного места жительства;
4) документа, подтверждающего наличие либо отсутствии запрета на осуществление
предпринимательской деятельности на основании решения суда, выданной
уполномоченным органом страны гражданства или постоянного места жительства, если
выдача такой справки предусмотрена законодательством иностранного
государства.
1.2.Согласно ст.40 закона о миграции имеются условия пребывания бизнес-
иммигрантов на территории РК и осуществления ими предпринимательской
деятельности:
- Обязательным условием пребывания бизнес-иммигрантов на территории
Республики Казахстан является осуществление предпринимательской деятельности. - Бизнес-иммигрант в течение двухмесячного срока со дня въезда на территорию
Республики Казахстан обязан:
1) зарегистрировать коммерческую организацию в Республике Казахстан или вступить
в состав участников (акционеров) коммерческих организаций, осуществляющих
деятельность на территории Республики Казахстан в соответствии с гражданским
законодательством Республики Казахстан;
2) внести в банк второго уровня Республики Казахстан сумму денег не менее
минимального размера, установленного законодательством Республики Казахстан, при
регистрации юридического лица для формирования его уставного капитала.
Важно также отметить, что при вхождении в состав ТОО иностранным юридическим
лицом, либо при регистрации Филиала/Представительства получение визы С5 не
требуется.
1.3.При наличии первичной визы С5, и выполнения вышеуказанных условий, бизнес-
иммигрант имеет возможность продлить визу на 1 год, при этом не более 2 лет (п 49
Правил)
Для продления данной визы необходимо получение письма-ходатайства от местного
исполнительного органа (Акимат. Управление предпринимательства и инвестиции (далее-
УПИ).
Перечень необходимых документов в УПИ:
- Нотариально заверенный перевод паспорта бизнес-иммигранта;
- Копия первичной визы С5;
- Бизнес-план; (с указанием примерной суммы инвестиций);
- Справка о зарегистрированном юридическом лице;
- Письмо обращение руководителю Управления предпринимательства и инвестиций;
Срок рассмотрения – 15 рд
Перечень необходимых документов в миграционную службу: - Оригинал паспорта;
- Ответ от УПИ;
- Справка о зарегистрированном юридическом лице;
- Платежное поручение об оплате гос пошлины, в размере 30 МРП;
- Протокол/Решение о создании юридического лица;
- Письмо-ходатайство;
- Визовая анкета+фото 3,5*4,5;
Срок рассмотрения – от 10-30 рд;
На основании данной визы учредитель не сможет оформиться в штат ТОО.
Данная виза дает возможность заниматься только предпринимательской деятельность, но
не трудовой.
Первые руководители данных юридических лиц/обособленных подразделении получают
визу категории С3 (рабочая) в упрощенном режиме.
2.Ответственность за нарушение (участие в уставном капитале без подтверждения
статуса бизнес-иммигрант):
На основании ст 49 ГК РК при создании юридического лица с допущением нарушения
законодательства, которые носят неустранимый характер, регистрация юридического лица
может быть признана недействительной по решению суда.
В части государственной регистрации юридического лица посредством подачи
электронного уведомления, которое заполняется на электронном портале «электронное
правительство» — за достоверность сведений, изложенных в электронном уведомлении,
несет ответственность само юридическое лицо и лица, осуществляющие регистрацию
через веб портал «электронное правительство».
В случае неисполнения бизнес-иммигрантами обязанностей, установленных Законом,
органы внутренних дел на основании ходатайства местных исполнительных органов
принимают решение о сокращении срока пребывания бизнес-иммигрантов на срок,
необходимый для их добровольного выезда. - Бизнес-иммигранты из ЕАЭС:
Бизнес-иммигрантам, прибывшим из государств, заключивших с Республикой Казахстан
международные договоры, ратифицированные Республикой Казахстан, о безвизовом
порядке въезда и пребывания, а также членам их семьей разрешение на временное
проживание оформляется по ходатайству местного исполнительного органа на 1 год с
возможностью ежегодного продления, но не более 3 лет.
«Визы на въезд и разрешения на временное проживание бизнес-иммигрантов из числа
этнических казахов, в том числе прибывших из государств, заключивших с Республикой
Казахстан соглашения о безвизовом порядке въезда и пребывания, выдаются сроком до 3
лет», согласно ст 39 Закона о миграции.
Бизнес-иммигранты могут свободно передвигаться по территории Республики Казахстан,
открытой для посещения иностранцами, и избирать место жительства в соответствии с
порядком, установленным законодательством Республики Казахстан. - В связи с чем регистрируются юридические лица с нарушением:
В соответствии со ст 6-1 Закона Республики Казахстан от 17.04.1995 года № 2198 «О
государственной регистрации юридических лиц и учетной регистрации филиалов и
представительств» государственная регистрация юридических лиц, относящихся к
субъектам малого предпринимательства с иностранным участием, за исключением лиц,
не имеющих идентификационных номеров согласно Закону Республики Казахстан «О
национальных реестрах идентификационных номеров», производится в порядке,
установленном для регистрации юридических лиц Республики Казахстан, относящихся к
субъектам малого предпринимательства. Если иное не установлено международными
договорами, ратифицированными Республикой Казахстан, дополнительно должны быть
представлены:
копия легализованной выписки из торгового реестра или другой легализованный
документ, удостоверяющие, что учредитель — иностранное юридическое лицо является
юридическим лицом по законодательству иностранного государства, с нотариально
засвидетельствованным переводом на казахский и русский языки;
копия паспорта или другой документ, удостоверяющий личность учредителя-
иностранца, с нотариально засвидетельствованным переводом на казахский и русский
языки.
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