Judicial Protection of the Rights of Participants of Business Partnerships and the Allocation of Liability When Challenging a Contract for the Purchase and Sale of a Share in the Authorized Capital

Abstract

The article analyzes judicial mechanisms for protecting corporate participants in share alienation disputes and identifies systemic gaps in Kazakhstani legislation. The article notes that the primary focus of parties and registration authorities remains on formal requirements, while liability is often distributed without proper legal assessment. The study aims to identify regulatory deficiencies and the lack of consistent judicial practice, which the protection of bona fide purchasers and create uncertainty in the allocation of liability. The research includes an analysis of legislative norms and court disputes regarding share non-payment, enforcement pro
ceedings, and the concealment of a partnership’s financial condition. It is established that the formalistic judicial approach fails to account for the seller’s actual situation and their liability to creditors. Particular attention is paid to the problem of liability for obligations arising prior to share alienation. Within a comparative legal analysis, the experiences of Uzbekistan and Belarus are examined. The key finding substantiates the necessity to introduce a mechanism for delimiting liability based on the period of participation to enhance legal certainty. The practical significance lies in developing proposals to enhance legal regulation.