Limited liability company in the legislation of Germany and Kazakhstan: a comparative analysis

Abstract

This article provides a comparative legal analysis of the institution of the compulsory buyout of a participant's share in a limited liability company, as well as the legal regulation of the company's governing bodies in Germany and Kazakhstan. The study reveals both similarities and significant differences in the regulation of corporate relations in these jurisdictions. In particular, with regard to the compulsory buyout of a participant's share, both legal systems employ broad evaluative legal concepts. German law permits the exclusion of a participant and the subsequent buyout of their share upon the existence of a “wichtiger Grund” ("good cause" or "valid reason"), whereas Kazakh law allows for the compulsory buyout of a participant's share in cases where the participant breaches their obligations to the company or causes substantial harm to it. At the same time, the study identifies important differences in the regulation of this institution. While German law largely leaves the grounds and procedure for compulsory share buyouts to the company's articles of association and the agreement of the participants, Kazakh law regulates these matters in greater detail through statutory provisions. The article also analyzes the legislation of Germany and Kazakhstan governing the convening and conduct of general meetings of participants, as well as the establishment, powers, and functioning of the executive and other corporate bodies of a limited liability company.