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Labor & Employment

L. Yemelyanova, INTRA-CORPORATE TRANSFER OF FOREIGN EMPLOYEES TO KAZAKHSTAN// 30.01.2018

Limits of Application, Issues and Legal Risks

21 September 2017 Larissa A. Yemelyanova, Senior Associate, AEQUITAS Law Firm LLP, Almaty

Intra-corporate transfer is an attractive mechanism for bringing foreign employees to work in Kazakhstan envisaged by the international treaty on Kazakhstan's accession to the World Trade Organization. However, its practical implementation in Kazakhstan involves a number of particularities and issues. We will address some of those below. INTRA-CORPORATE TRANSFER: LIMITS OF APPLICATION The following regulatory legal acts of the Republic of Kazakhstan contain the definition of intra-corporate transfer (hereinafter, the ICT): Article 1.25 of the Law No. 482-V of the Republic of Kazakhstan "On Population Employment" dated 6 April 2016 (as amended as of 30.06.2017) (hereinafter, the Employment Law); Article 1.6-1 of the Law No. 477-IV of the Republic of Kazakhstan "On Population Migration" dated 22 July 2011 (as amended as of 11.07.2017) (hereinafter, the Migration Law); Paragraph 2.7 of the Rules and Conditions for the Issuance to Employers and/or Extension of Foreign Labor Engagement Permits and for Implementing the Intra-Corporate Transfer, approved by the Order No. 559 of the Acting Minister of Healthcare and Social Development of the Republic of Kazakhstan dated 27 June 2016. Registered with the Ministry of Justice of the Republic of Kazakhstan on 29 August 2016, No. 14170 (as amended as of 28.06.2017) (hereinafter, the Permit Issuance Rules); Paragraph 3.5 of the Rules for Setting Quota for Foreign Labor Engagement in the Republic of Kazakhstan and its Distribution among the Regions of the Republic of Kazakhstan approved by the Decree No. 802 of the Government of the Republic of Kazakhstan "On Approval of the Rules for Setting Quota for Foreign Labor Engagement in the Republic of Kazakhstan and its Distribution among the Regions of the Republic of Kazakhstan, Determination of the Lists of the Sectors of Economy within Which Intra-Corporate Transfer is Performed, and the Persons Whose Labor Activities Do Not Require Local Executive Authorities' Permit for Foreign Labor Engagement, and on Recognition as Inoperative of Certain Resolutions of the Government of the Republic of Kazakhstan" dated 15 December 2016 (hereinafter, the Government Decree No. 802). Intra-corporate transfer is a temporary, for a term specified in the employment agreement, but not more than 3 years extendable by 1 year, transfer of a foreign citizen or stateless person performing labor activities in the position of an executive, manager or specialist in a legal entity organized in the territory of a member state of the World Trade Organization and located and operating outside the territory of the Republic of Kazakhstan to branches, subsidiaries or representative offices of such legal entity organized in the territory of the Republic of Kazakhstan, in accordance with the legislation of the Republic of Kazakhstan. The above definition, as well as the accompanying legal regulation, suggests the following principal limits of ICT application: Criterion Allowable Not allowable Sending company (foreign employer) Only a legal entity organized in the territory of a member state of the World Trade Organization (hereinafter, the WTO) located and operating outside the territory of Kazakhstan. ICT cannot be performed by:

  • Legal entities registered in Kazakhstan;
  • Branches and representative offices of the sending company registered in Kazakhstan;
  • Legal entities organized outside a WTO member state. Host person in Kazakhstan Branch of the sending company in Kazakhstan; Representative office of the sending company in Kazakhstan; Subsidiary of the sending company in Kazakhstan. Other persons cannot act as the host person in Kazakhstan, including those being members of the sending company's group of companies, but not being its subsidiary. Employee's citizenship Foreign citizen or stateless person. A Kazakhstan citizen permanently residing outside Kazakhstan cannot be sent to Kazakhstan on the ICT basis. Employee's position Transferred on the ICT basis may be only an employee holding in the sending company a position of: An executive, manager or specialist. The definitions of "executive," "manager" and "specialist" and requirements thereto are provided in paragraph 2 of the Permit Issuance Rules. A foreigner who is not in labor relations with the sending company (e. g., working under a civil law contract or seconded to the sending company from another company) cannot be sent on the ICT basis. Work experience The employee must possess at least 1 year experience of work at a legal entity organized in the territory of a WTO member state located and operating outside Kazakhstan. Work experience at other legal entities organized and operating outside the WTO member states does not entitle to ICT. Sector of economy A foreign employee may be engaged on the ICT basis only in the sectors of economy established by Annex 1 to the Government Decree No. 802. ICT in other sectors is disallowed. Term of ICT Temporary, for not more than 3 years extendable by 1 year. The term of ICT is determined by the employment agreement. ICT for an indefinite term (for permanent work) is impossible. A subsidiary is a legal entity whose decisions may be determined by another legal entity, based on a prevailing participation interest in the charter capital or on an agreement between them, or otherwise (Article 94.1 of the Civil Code of the Republic of Kazakhstan (General Part) adopted by the Supreme Council of the Republic of Kazakhstan on 27 December 1994 (as amended as of 01.07.2017). ATTENTION: The ratified international treaties, in particular, the EU Treaty and the Korea Treaty (as defined below), provide for exemptions from, and additional application specifics of, the above ICT provisions and limitations. MAJOR PROBLEMATIC ISSUE OF INTRA-CORPORATE TRANSFERS The key legal complexity of ICT is in the correct legal qualification of relations to arise between the sending company, the host person and the employee being transferred. If the host person is a branch or a representative office of the sending company (hereinafter, the First ICT Situation), there is no doubt – the labor relations between the employee and the host person are retained, but the place of work performance is temporarily changed within the same legal entity. The question follows: if and to what extent would such employee fall within the Kazakh labor law for the term of the ICT? If the host person is a subsidiary (another legal entity) (hereinafter, the Second ICT Situation), the question arises of whether the transferred foreigner becomes the host person's employee subjected to the Kazakh labor law? In order to answer these questions, one should primarily proceed from the provisions of the Labor Code No. 414-V of the Republic of Kazakhstan dated 23 November 2015 (as amended as of 13.06.2017) (hereinafter, the Labor Code). The Labor Code covers employees and employers located in the territory of the Republic of Kazakhstan, including branches and/or representative offices of foreign legal entities that have passed record registration, unless otherwise provided for by the laws and international treaties ratified by the Republic of Kazakhstan (Article 8.2 of the Labor Code). In the First ICT Situation, the employee and the employer (its registered branch/representative office) are located in the territory of the Republic of Kazakhstan. Therefore, they would fall within the Labor Code, unless otherwise provided for by the laws and ratified international treaties. In the Second ICT Situation, if the transferred foreign employee is actually subject to the host person and its labor regulations and performs work in a certain labor function (position) for the benefit of the host person, in its interests and under its control, then, by virtue of Articles 27 and 33.3 of the Labor Code, they may have labor relations arising between them. This, in turn, implies that the labor relations are regulated by the Labor Code, unless otherwise provided for by the laws and ratified international treaties. The following ratified international treaties provide for the possibility of intra-corporate transfer: Schedule of specific commitments to the General Agreement on Trade in Services (GATS) (Marrakesh, 15 April 1994) for Kazakhstan, being an Annex to the Republic of Kazakhstan's Protocol on Accession to the Marrakesh Agreement Establishing the World Trade Organization of 15 April 1994 (Geneva, 27 July 2015, ratified by the Law No. 356-V of the Republic of Kazakhstan dated 12 October 2015) (hereinafter, the GATS Schedule); Enhanced Partnership and Cooperation Agreement between the European Union and its Member States, of the one part, and the Republic of Kazakhstan, of the other part (Astana, 21 December 2015, ratified by the Law No. 475-V of the Republic of Kazakhstan dated 25 March 2016) (hereinafter, the EU Treaty); Agreement between the Government of the Republic of Kazakhstan and the Government of the Republic of Korea on Temporary Employment of the Citizens of the Republic of Kazakhstan in the Republic of Korea and the Citizens of the Republic of Korea in the Republic of Kazakhstan in the Framework of Intra-Corporate Transfers (New York, 26 September 2014, ratified by the Law No. 478-V of the Republic of Kazakhstan dated 29 March 2016) (hereinafter, the Korea Treaty). Pursuant to the GATS Schedule, intra-corporate transferees (ICTs) are executives, managers and specialists (as defined in the GATS Schedule) who are temporarily transferred for the supply of services by the juridical person of the Member established in Kazakhstan, within which they are being transferred to Kazakhstan. Employment of ICTs as managers and specialists is to meet the requirements of economic needs test. Upon expiration of a 5-year period after Kazakhstan's accession to the WTO, economic needs test is not to be applied. All other requirements, laws and regulations regarding entry, stay and work continue to apply. Those provisions of the GATS Schedule may imply that foreign employees:
  1. will be transferred in order to render services on behalf of the host person;
  2. will be employed by the host person. Thus, the GATS Schedule not only does not remove the effect of the Kazakh labor legislation, but, on the contrary, indicates that foreign ICT transferees will become the host person's employees and will be subject to all entry, stay and work requirements. Pursuant to Article 48 of the EU Treaty, the parties have acknowledged their commitments in respect of intra-corporate transfers assumed in the framework of the World Trade Organization. ATTENTION: The ICT definition in the EU Treaty differs from that provided in the GATS Schedule. Moreover, the EU Treaty features the definition of "subsidiary," which differs from the definition established by the Kazakh civil legislation. The Korea Treaty provides for the transfer not only to subsidiaries, branches and representative offices, but also to affiliates. In this case, "temporary labor activities of the citizens of the sending country in the territory of the host country shall be governed by the relevant national legislation." The Treaty does not specify which national legislation (Kazakhstan's or Korea's) will be "the relevant." However, in the event the transferred foreign employee breaches the legislation of the host country, the employment agreement is terminated and the employee is returned to the sending country (Articles 2.1, 5.3 and 8.3 of the Korea Treaty). Thus, it is most likely supposed that the transferred employee enters with the host person into the employment agreement, which is terminated on an additional ground – the employee's violation of the host country's legislation, which entails the employee's return to the sending county. Further, the Migration Law and Employment Law expressly stipulate that foreign ICT transferees are engaged by employers and perform labor activities in the territory of the Republic of Kazakhstan in accordance with the purposes of stay (Article 35 of the Employment Law and Article 37.2 of the Migration Law). Pursuant to the said laws, the ICT is a temporary transfer to a branch/representative office/subsidiary legal entity, and the employees are transferees. The said laws do not expressly exclude the effect of the Labor Code over foreign employees transferred on the ICT basis. The employer means a legal entity or individual, a branch or a representative office of a foreign legal entity with which the employee is in labor relations (Article 1.1.39 of the Labor Code and paragraph 2.5 of the Permit Issuance Rules). In turn, as described further, the Permit Issuance Rules imply that no labor relations arise under the Kazakh law, and the Labor Code applies but to a limited extent. In other words, the subordinate regulation actually limits the area of the Labor Code application in the territory of the Republic of Kazakhstan. However, by virtue of Article 8.2 of the Labor Code, its effect may be limited only by the laws or ratified international treaties of the Republic of Kazakhstan. The Employment Law and Migration Law establish that the ICT term is determined by the employment agreement. Meantime, the Permit Issuance Rules expand the ICT opportunities and allow for the labor relations to be governed not only by the employment agreement, but also by another document confirming labor relations. In case there are contradictions between the rules of regulatory legal acts of different levels, the rules of the higher-level act prevail. The rules of laws, in case they deviate from those of the codes of the Republic of Kazakhstan, may apply only after the codes are appropriately amended and/or supplemented (Articles 12.1 and 12.2 of the Law No. 480-V of the Republic of Kazakhstan "On Legal Acts" dated 6 April 2016 (as amended as of 11.07.2017)). In this case, the rules of the Labor Code and the laws prevail over the rules of the Permit Issuance Rules; and the rules of the Labor Code would prevail over the rules of the laws in case there are contradictions between them. Hence, at present, the Kazakh legislation has developed no common systems approach to the ICT issues, which can give rise to risks further described in this article. This legal issue may be eliminated by amending the Labor Code and/or the Employment Law and Migration Law. Still, however, let us proceed to review the situation existent at the moment. NECESSITY TO EXECUTE EMPLOYMENT AGREEMENTS WITH ICT TRANSFEREES IN THE REPUBLIC OF KAZAKHSTAN The question of whether or not the employment agreement between the transferred foreign employee and the host person must be executed is a crucial one.
    The First ICT Situation (transfer to a branch/representative office of the sending company) implies that the employment agreement has already been executed under a foreign law. But if it is acknowledged that the employee will be covered by Labor Code, this would infer that the employee's foreign employment agreement should be amended to bring it in line with the labor legislation of the Republic of Kazakhstan for the time of the employee's ICT. Even if no such amendments are made, this would not remove the effect of the Labor Code on relations falling within its area of regulation. In the Second ICT Situation (transfer to a subsidiary), the arising of labor relations with the host company under the Kazakh legislation may stem from the GATS Schedule and from the Labor Code (provided there are signs of labor relations). It should be remembered, however, that the ICT has been introduced into the Kazakh legislation in furtherance of the commitments assumed by Kazakhstan in the GATS Schedule when acceding to the WTO. In this case, what should be done is: To either acknowledge the necessity to execute the employment agreement between the transferred employee and the host company (retaining "in parallel" the employee's labor relations with the sending company) – this approach is suggested by the existing provisions of the Labor Code, which are in no way adjusted to the ICT legal institute; or To establish that in the course of the ICT the employer's obligations under the foreign employment agreement have fully passed onto the Kazakh host company, and that the Kazakh host company will now temporarily be the employer for the foreign employee, applying the Kazakh labor law – this approach could have stemmed from the general understanding of the "temporary employee's transfer from one organization to another," but is fraught with subsequent legal complexities of its implementation. Meantime, the Labor Code and the laws do not identify the ICT procedure, and paragraph 34 of the Permit Issuance Rules stipulates, for all ICT instances, that in the ICT context labor relations are governed by the employment agreement (or another document confirming labor relations) agreed upon between the foreign employee and the legal entity from which the ICT is made. Based on paragraph 34 of the Permit Issuance Rules, the Ministry of Labor and Social Protection of the Republic of Kazakhstan opines that no employment agreement under the Kazakh law needs to be executed: From the answer of the Ministry of Labor and Social Protection of the Republic of Kazakhstan of 10 August 2016 to the question No. 443385 of 4 August 2016 "Concerning the possibility to appoint a foreign employee as a head of branch (representative office) or a subsidiary in the framework of intra-corporate transfer": "The employment agreement is entered into between the legal entity located and operating outside the Republic of Kazakhstan and the transferred employee, which agreement establishes the term of the employment agreement, the amount and other conditions of labor remuneration, the rights and obligations of the parties to the agreement, etc."; From the answer of the Minister of Labor and Social Protection of the Republic of Kazakhstan of 16 May 2017 to the question No. 462947 of 28 April 2017 (dialog.еgov.kz) "Concerning the necessity to execute an employment agreement with the foreign employee based on the obtained permit for foreign labor engagement in the framework of intra-corporate transfer." The answer was given as applied to the situation involving ICT to a Kazakh branch of a legal entity registered in the Republic of Korea based on the Korea Treaty: "In the case under consideration, given that the said person is already in labor relations with the head office of a foreign legal entity, and the employee is temporarily sent to perform work (render services in the employer's interests) in the territory of the Republic of Kazakhstan in the framework of intra-corporate transfer, we deem that no employment agreement is required to be executed in the territory of the Republic of Kazakhstan."; From the response No. 22-7-23/ЗТ-208 of the Committee for Labor, Social Protection and Migration of the Ministry of Labor and Social Protection of Population of the Republic of Kazakhstan dated 1 March 2017 to the enquiry from AEQUITAS Law Firm LLP: "…it is not required to execute an employment agreement between the branch, subsidiary or representative office of a legal entity organized in the territory of a member state of the World Trade Organization and the foreign employee transferred in the framework of intra-corporate transfer." Despite the conceptual flaws of the regulatory legal framework governing ICT issues and the resulting possible divergences from the provisions of the Labor Code and international treaties, this position of the Ministry of Labor and Social Protection of the Republic of Kazakhstan is important for the law-application and mitigates the risk of subsequent claims on the part of governmental agencies in connection with failures to execute employment agreements in the framework of ICT between the foreign employee and the host company. WORKING TIME AND REST REGIME AND OCCUPATIONAL SAFETY REQUIREMENTS Pursuant to paragraph 34 of the Permit Issuance Rules, for the period of ICT the foreign employee falls within the working time and rest regime and the occupational safety requirements of the host party. As we can see, this provision is worded too broadly. A question to inevitably follow is whether the foreign employee is covered by the benefits and requirements (including limitations on overtime, days on rotation, days on leave, holidays and days-off, etc.) provided for by the Kazakh labor legislation? We deem that he is, since those requirements must be unequivocally complied with by the host person. DOES THE KAZAKH LEGISLATION APPLY TO OTHER ISSUES OF LABOR RELATIONS WITH FOREIGN EMPLOYEES? The answer to this question directly depends on the key issue of whether the legal relations with foreign employees are subject to the Kazakh labor legislation. According to the Ministry of Labor, "Other issues of labor relations not addressed by the employment agreement (or by another document confirming labor relations) agreed upon between the foreign employee and the legal entity from which the intra-corporate transfer is made are governed by the legislation of the Republic of Kazakhstan" (from the response No. 22-7-23/ЗТ-208 of the Ministry of Labor and Social Protection of Population of the Republic of Kazakhstan dated 1 March 2017 to the enquiry from AEQUITAS Law Firm LLP). This position does not conform to the Ministry of Labor's opinion that there is no need to execute the employment agreement under the Kazakh law. In particular, if applying the Labor Code provisions is full, one could come to a conclusion that it is necessary to execute the employment agreement in accordance with the legislation of the Republic of Kazakhstan. As regards the situation with the ICT to the Kazakh branch of a Korean company, the Ministry of Labor clarified that "in such cases, labor relations between an employee of the foreign legal entity and the head office of the foreign legal entity are governed by the legislation of the country in which the foreign legal entity is located" (from the answer of the Minister of Labor and Social Protection of the Republic of Kazakhstan of 16 May 2017 to the question No. 462947 of 28 April 2017, dialog.еgov.kz, "Concerning the necessity to execute an employment agreement with the foreign employee based on the obtained permit for foreign labor engagement in the framework of intra-corporate transfer"). The difference in approaches is due to the flawed regulatory legal framework governing ICT, which, in our view, needs to be finalized and be more specific about legal regulation over the above issues. In order to mitigate in practice the risk of disputable situations when applying the local statutory ICT requirements to foreign employees, proceeding from the Ministry of Labor's explanations, it is worthwhile detailing to the maximum the various aspects of labor relations in the employment agreement (or in another document confirming labor relations) executed between the foreign employee and the foreign employer. The provisions governing the working time regime, rest regime and occupational safety requirements should be set out in accordance with the Kazakhstan legislation and the internal regulations of the Kazakh host person. BUSINESS TRIPS OF FOREIGN EMPLOYEES IN THE FRAMEWORK OF ICT For what period can the employee be sent on a business trip? Pursuant to paragraph 53 of the Permit Issuance Rules, foreign employees working in Kazakhstan under an ICT may be sent in the framework of such ICT on business trips to enterprises or organizations located outside the administrative-territorial unit for the territory of which the foreign labor engagement permit has been issued. The period of such business trips cannot exceed in aggregate 90 calendar days over one calendar year. The Permit Issuance Rules do not specify from which moment should such calendar year be calculated. In practice, there is a widespread opinion that the calendar year should be from 1 January to 31 December of a given year. Answering the posed question, the Ministry of Labor clarifies that "the period of foreign employee's business trips cannot exceed in aggregate ninety calendar days over one calendar year, for instance, from 1 January 2017 to 31 December 2017" (from the response No. 22-7-23/ЗТ-209 of the Ministry of Labor and Social Protection of Population of the Republic of Kazakhstan dated 1 March 2017 to the enquiry from AEQUITAS Law Firm LLP). Where can the foreign employee be sent to on a business trip? Pursuant to paragraph 53 of the Permit Issuance Rules, sending on business trips is made "to enterprises and organizations located in the territory of other administrative-territorial units" (i. e., outside the administrative-territorial unit for the territory of which the foreign labor engagement permit has been issued in the framework of the ICT). The issue of location of the organization to which the foreign employee is being sent on a business trip (unless it is the registration address of the legal entity, its branch or representative office) is ambiguous and should be analyzed separately, including subject to the criteria of formation of "other separate structural subdivisions of a legal entity" recently introduced into the civil legislation of the Republic of Kazakhstan.
    In particular, recognized as another separate structural subdivision of a legal entity is a territorially separated subdivision at whose location stationary workplaces are equipped that perform a part of the legal entity's functions. A workplace is deemed stationary if it is created for a term more than one month (Article 43.4 of the Civil Code of the Republic of Kazakhstan (General Part) adopted by the Supreme Council of the Republic of Kazakhstan on 27 December 1994, as amended as of 01.07.2017). By whom can the foreign employee be sent on a business trip? Pursuant to Article 1.1.82 of the Labor Code, an employee is sent on a business trip on employer's instructions. If one adheres to an opinion that legally the employer for the foreign employee working under an intra-corporate transfer is the foreign employer (sending company), then, accordingly, the order (other employer's act) to send the foreign employee on a business trip must be issued by the foreign employer (sending company), not by the Kazakh host subsidiary (as applied to the Second ICT Situation). In case of the First ICT Situation (ICT to a branch/representative office of the sending company), the possibility to issue the act sending on a business trip would depend on the powers of the head of such branch/representative office determined by his/her power of attorney. LEGAL RISKS OF THE ICT So, the key issues still unsettled at the statutory level are as follows: Do labor relations arise between the foreign ICT transferee and the host person – subsidiary of the sending company (Second ICT Situation)? If such relations do arise, then does the employee retain labor relations with the sending company? Or in case of an ICT the employee is fully transferred to the host subsidiary (as in case of a normal transfer within an organization), retaining the work experience, entitlement to a leave for the previous period of work and other special conditions of the employee's employment agreement? Should the Kazakh labor law apply in full to legal relations between the employee and the host person (in all ICT situations)? The Permit Issuance Rules attempt to regulate certain disputable matters. At the same time, in our view, in order to have those issues resolved unequivocally, it is necessary to amend the regulatory legal acts of a higher level. In the current situation, due to deficient and ambiguous ICT regulation, its application is fraught with the risk of foreign employees' claiming to recognize the existence of labor relations between them and the host persons under the Kazakh law (e. g., in cases of personal injury, disagreeing with dismissal, disciplinary penalties or material liability, and in other disputable situations). Kazakhstan courts are not bound by the opinion of governmental agencies and may, regardless of such opinion, recognize the actual existence of labor relations between the foreign ICT transferees and the host persons (provided there are signs of such relations envisaged by the Labor Code) and apply the Kazakh labor law to the full extent. If one adheres to the concept of absence of labor relations between the transferred foreign employee and the host subsidiary, such approach may give rise to the following major legal risks: Risk of formation of a permanent establishment for tax purposes and the pertinent tax liabilities lying with the foreign sending company due to its employees performing labor activities in the territory of the Republic of Kazakhstan. Risk of the taxable income from free-of-charge services arising with the host subsidiary (in case foreign employees are sent on a free-of-charge basis in the framework of ICT), and other tax risks. Risks for the host subsidiary arising due to lack of direct legal control over the transferred foreign employee (e. g., absent the employment agreement the foreign employee is not obligated to fulfill the host organization's instructions, it is impossible to subject the foreign employee to disciplinary liability, property damages recovery is cumbersome, etc.)
    Foreign ICT transferees cannot be accounted for and cannot be used for the purposes of complying with the statutory requirements relating to permits and notifications, public procurement, contractual obligations, corporate legislation and in other instances where special requirements are established for the employees in that position, including executives, to be on the organization's payroll. Civil law risks associated with the necessity to obtain counterparties' consents to the disclosure of information or engagement of subcontractors for the purposes of transferring confidential information or assigning a job to the foreign ICT transferee. Public law risks for the sending company performing activities in the territory of the Republic of Kazakhstan via its employees associated with the possible violation of the Republic of Kazakhstan's legislation applicable to the types of activities performed by such employees. These risks can be very serious.

In view of the above, despite the legal possibility to engage foreign employees on the ICT basis afforded by the Kazakh legislation and international treaties, we would recommend that, prior to using the ICT, the companies thoroughly assess the potential risks and take appropriate legal steps to eliminate them.

It would be advisable for the companies, for which the issues raised in this article are topical, to additionally, on one's own behalf, make necessary enquiries with the authorized governmental agencies in Kazakhstan. This might further facilitate the establishment of a uniform law-application practice and clarification of legislative requirements, and enable the companies to officially rely in their activities on the responses received and invoke those responses in case of claims, subject to the good faith principle envisaged by Article 14 of the Code No. 375-V of the Republic of Kazakhstan "Entrepreneurial Code of the Republic of Kazakhstan" dated 29 October 2015 (as amended as of 3 July 2017).