On taxes and other obligatory payments to the budget (Tax Code)

Article 62. Fulfillment of tax obligations in case of reorganization of a legal entity through merger, incorporation, separation

1. A legal entity shall, within three business days from the adoption of a resolution on reorganization through merger, incorporation, separation, notify thereof the tax authority at its location in writing.

Within three business days from the approval of a certificate of transfer, a legal entity, reorganized through merger and incorporation, shall submit to the tax authority at its location all of the following documents:

1) liquidation tax returns;

2) certificate of transfer.

Liquidation tax returns are drawn up by types of taxes, payments to the budget and social welfare payments for which a legal entity being reorganized through merger and incorporation, is a payer and (or) tax agent for the period from the beginning of a taxable period, within which a tax obligation for filing such returns arose, until the date of its filing with a tax authority.

An obligation to file liquidation tax returns in case of reorganization through merger is imposed on each legal entity incorporated by a newly established legal entity, in case of reorganization through incorporation – on an incorporated legal entity.

In the event that next scheduled tax returns are due for filing after liquidation tax returns, such next scheduled tax returns shall be filed on or before the date of filing liquidation tax returns.

In case of reorganization of a legal entity through separation, such an entity shall, within three business days from the approval of a separation balance sheet, submit the said balance to the tax authority at its location.

2. The fulfillment of a tax obligation of the reorganized legal entity is imposed on its successor (successors), except for filing liquidation tax returns.

3. Identification of a legal successor (successors), as well as participatory interest of the successor (successors) in the payment of the tax debt of a reorganized legal entity is carried out in accordance with the civil legislation of the Republic of Kazakhstan.

4. Reorganization of a legal entity is not a ground for changing deadlines for the fulfillment of its tax obligation to pay taxes, payments to the budget by the legal successor (successors) of this legal entity.

5. If a legal entity under reorganization has amounts of taxes, payments to the budget and penalties paid in excess, the said amounts shall be offset against the tax debt of the legal entity under reorganization in accordance with the procedure set forth in Article 102 of this Code.

In the event that a legal entity under reorganization has erroneously paid amounts of taxes, payments to the budget and penalties, the said amounts shall be offset in favor of the legal entity under reorganization in accordance with the procedure set forth in Article 103 of this Code.

6. If a legal entity under reorganization has no tax debt:

1) erroneously paid amounts of taxes, payments to the budget and penalties are subject to return to its successor (successors) in proportion to the share in the assets obtained by it (them) in the course of reorganization, in accordance with the procedure set forth in Article 103 of this Code;

2) amounts of taxes, payments to the budget and penalties paid in excess are subject to return to its successor (successors) in proportion to the share in the assets obtained by it (them) in the course of reorganization, in accordance with the procedure set forth in Article 101 of this Code.

7. In case of reorganization of a legal entity through separation in accordance with the decision of the Government of the Republic of Kazakhstan, the excess of VAT that a legal entity under reorganization, which is a VAT payer, has as of the date of reorganization shall be transferred to its successor (successors).

At the same time, the excess of VAT that is subject to transfer to the successor (successors) under reorganization through separation of a legal entity is determined in proportion to the share of the residual value of fixed assets transferred to the successor (successors).

The residual value of fixed assets is calculated on the basis of the separation balance sheet of a legal entity under reorganization through separation.

This paragraph applies in case the controlling stock of a legal entity under reorganization through separation belongs to a national management holding.

8. A tax authority, within ten business days from the receipt of information from national registers of identification numbers on a legal entity under reorganization through:

1) merger, submits the balance of business accounts of legal entities incorporated in a newly established legal entity to the tax authority at the location of the newly established legal entity on the basis of the certificate of transfer;

2) incorporation, submits the balance of business account of the incorporated legal entity to the tax authority at the location of the legal entity that incorporated the said legal entity on the basis of the certificate of transfer;

3) separation, submits the balance of the business account of the legal entity that separated the newly established legal entity to the tax authority at the location of the newly established legal entity on the basis of the separation balance sheet.
Article 63. Fulfillment of tax obligations of a permanent establishment without setting up a structural unit of a non-resident legal entity transferring rights and obligations owing to the fact that the place of effective management (the location of the actual management body) is in the Republic of Kazakhstan

1. A non-resident legal entity having a permanent establishment in the Republic of Kazakhstan without setting up a structural unit and resolving to relocate the place of effective management (to change the location of the actual management body) from a foreign state to the Republic of Kazakhstan shall, within three business days after submitting a tax application for registration as a taxpayer in accordance with paragraph 2 of Article 76 of this Code, inform the tax authority at the location of such a permanent establishment in writing of the transfer of rights and obligations by such a permanent establishment to a legal entity, the place of effective management (the location of the actual management body) of which is in the Republic of Kazakhstan.

Within fifteen calendar days from the day of registration as a taxpayer, a permanent establishment of the said non-resident legal entity is required to submit to the tax authority:

1) a tax application for deregistration;

2) liquidation tax returns;

3) certificate of transfer.

Liquidation tax returns are drawn up by types of taxes, payments to the budget and social welfare payments for which the permanent establishment transferring rights and obligations is a payer and (or) a tax agent for the period from the beginning of a taxable period, within which an obligation to file such returns arose, until the date of their filing with a tax authority.

In the event that next scheduled tax returns are due for filing after liquidation tax returns, such next scheduled tax returns shall be filed on or before the date of filing liquidation tax returns.

2. The fulfillment of the tax obligation of a permanent establishment transferring rights and obligations to a legal entity is imposed on such a legal entity established under the laws of a foreign state, the place of effective management (the location of the actual management body) of which is in the Republic of Kazakhstan (successor).

3. The transfer of rights and obligations by a permanent establishment to a legal entity is not a ground for changing a deadline for the fulfillment of its tax obligation to pay taxes and payments to the budget by a legal entity established under the laws of a foreign state, the place of effective management (the location of the actual management body) of which is in the Republic Kazakhstan.

4. If a permanent establishment transferring rights and obligations to a legal entity has no tax debt, amounts of taxes, payments to the budget and penalties paid in excess (erroneously) are subject to return to the legal entity established under the laws of a foreign state, the place of effective management (the location of the actual management body) of which is in the Republic of Kazakhstan.

5. A tax authority shall, within ten business days from the receipt of documents specified in paragraph 1 of this article, transfer the balance of the business account of a permanent establishment transferring rights and obligations to a legal entity to the tax authority at the location of the legal entity to which the rights and obligations of the permanent establishment are transferred, on the basis of the certificate of transfer.