10. The liquidation of a legal entity shall be considered to be accomplished, and a legal entity to have terminated its existence after that the record about it in the State Register of Legal Entities is made.
Article 51. Satisfying the Claims of Creditors
1. When liquidating a legal entity, the claims of its creditors shall be satisfied in the following sequence:
1) on a first-priority basis, the claims to discharge aliments withheld from wage and (or) other income as well as the claims of citizens to whom the enterprise in liquidation bears the liability for causing harm to life and health, by way of capitalizing appropriate periodic payments shall be satisfied;
2) on a second-priority basis the settlement on remuneration and payment of the consideration to the persons, who worked under the employment agreement, the debts on the social expenditures to the State Social Insurance Fund, on payment of the obligatory pension tax kept back from wages as well as payment on author's contract except the cases, when part of the claim sum in accordance with the legislation act regulating bankruptcy cases are satisfied in the fifth line should be performed;
3) on a third-priority basis creditors’ claims concerning the obligations, secured by pledge of the property of liquidation bankrupt within the amount of maintenance except of the claims of creditors - holders of the mortgage bond, secured by pledge of the right of claim due to the mortgage housing loan agreement (including mortgage certificate pledge), as well as state securities of the Republic of Kazakhstan in the cases when the holders accrued the right of ownership of the specified bonds or they received it by transactions or on the other grounds provided by legislation acts of the Republic of Kazakhstan shall be satisfied.
4) on a fourth -priority basis, the tax and other compulsory payment debt shall be repaid.
5) on a fifth-priority basis, settlements with any other creditors in accordance with legislative acts shall be conducted.
2. The claims of each priority shall be satisfied upon the complete satisfaction of the claims of the previous priority.
3. If assets of a legal entity in liquidation are not sufficient, they shall be distributed among the creditors of each relevant turn in proportion to the amounts of claims which are subject to satisfaction, unless otherwise is provided for by law.
4. In the case of the refusal of the liquidation commission to satisfy the claims of a creditor or of an evasion from their consideration, the creditor shall have the right, prior to the approval of the liquidation balance-sheet of a legal entity, to appeal to the court with the action against the liquidation commission. Upon the decision of the court, the claims of the creditor may be satisfied at the expense of the remaining assets of the legal entity in liquidation.
5. The assets which remain upon the satisfaction of the claims of creditors of the legal entity, shall be transferred to its owner or the founders (participants) which have corporeal rights to those assets or any obligatory rights to the legal entity, unless otherwise provided for by legislation or the foundation documents of the legal entity.
6. The claims of creditors which are not satisfied because of a shortfall of assets of the legal entity in liquidation and also those which are not claimed before the approval of the liquidation balance-sheet shall be deemed to be satisfied.
Also the claims of creditors which are not recognized by the liquidation commission shall be deemed to be cancelled, unless the creditor appeals to the court with the action, as well as the claims the satisfaction of which was denied to the creditors by the court.
Article 52. Bankruptcy
Bankruptcy is a financial insolvency of a debtor recognized by a court decision, which is the basis for its liquidation.
Financial insolvency is understood to be incapacity of a debtor which is an individual entrepreneur or a legal entity, to satisfy claims of creditors with regard to monetary obligations, to carry out settlements with regard to work remuneration of persons who work under work agreements, and also incapacity to provide obligatory payments to the Budget, social expenditures to the State Social Insurance Fund as well as compulsory pension tax.
Article 53. Composition in Bankruptcy
1. Recognition of bankruptcy is possible in a voluntary or compulsory procedure.
2. Recognition of bankruptcy in a voluntary procedure shall be carried out on the basis of the debtor's application to the court.
3. Recognition of bankruptcy in a compulsory procedure shall be carried out on the basis of the creditor application to the court, and in the cases provided for by legislative acts, also applications from other entities.
Article 54. Rehabilitation Procedures
Any measures aimed at the restoration of the debtor's solvency for the purpose of preventing the liquidation, which do not contradict legislation, may be applied to an insolvent debtor.
Specified measures shall be implemented within the framework of a rehabilitation procedure, the order and the period of performance of which shall be defined by the legislation concerning bankruptcy.
Article 54-1. External Monitoring
External monitoring procedure may be introduced by the court in order to:
protect debtor’s assets;
detect intentional and false bankruptcy features;
conduct financial analysis, determine the possibility or impossibility to restore the solvency of the debtor and the actions (or inaction) to evade the obligations before creditors;
control over the financial and economic activities states of the debtor and his conducting of reorganization by the creditors;
control over transactions on the alienation of property, transfer of property mortgage or rent, as well as other transactions at prices well below market, or without good reason, the performance of which may entail losses to the debtor.
The use of external monitoring shall be carried out in accordance with the legislative acts of the Republic of Kazakhstan.
Article 55. The Consequences of Managed Exit Institution
1. From the moment of instituting the managed exit:
1) the insolvent debtor shall be prohibited to alienate assets (except for the cases where the permission to alienate is granted by the meeting of the creditors), to transfer assets or to repay debts;
2) deadlines of all debt obligations of an insolvent debtor shall be deemed to have expired;
3) the assessment of penalties and percentage damages and remuneration (interest) shall terminate with regard to any debts of an insolvent debtor;
4) all legislative restrictions regarding the imposition of claims on the property of an insolvent debtor shall be alleviated;
5) the claims of property nature with the participation of the insolvent debtor which are considered by the court, shall be terminated, if the decisions taken in relation to them have not entered into the legal force.
2. Any requirements of the property nature from that moment may be presented to the debtor only within the framework of the liquidation competitive proceedings.
Article 56. Release of an Insolvent Debtor from Debt
1. After the sale of property and distribution of funds received from the sale among creditors, the insolvent debtor shall be released from execution of outstanding obligations and other requirements filed for execution and accounted for, when the legal entity was recognized as bankrupt.
2. An insolvent debtor shall not receive a release from his obligations in the event that he concealed, or transferred a part of his property to another party for the purposes of concealing, within a year prior to the beginning of the bankruptcy proceedings, or concealed or falsified relevant accounting information, in particular accounting ledgers, accounts, and documents.
Article 57. The termination of Activities of a Legal Entity which is a Bankrupt
1. The recognition by the court of a legal entity as insolvent (bankrupt) shall entail its liquidation.
2. Activities of an enterprise which is a bankrupt shall be deemed to be terminated from the moment of its exclusion from the State Register of Legal Entities.
II. Business Partnerships
1. General Provisions
Article 58. The Basic Provisions Concerning Business Partnerships
1. A business partnership shall be recognized to be a commercial organization with its charter capital divided into shares (contributions) of the founders (participants). Properties created at the expense of the investments of the founders (participants) and also produced and acquired by the business partnership in the course of its activities shall belong to it under the right of ownership.
2. Business partnerships may be created in the form of a full partnership, partnership in commendam, limited liability partnership, partnership with additional liability.
3. Business partnership, except full and partnerships in commendam can be created by one person, who becomes its only participant.
Only citizens may be the participants of a full partnership and full partners in a partnership in commendam.
4. The charter and the foundation agreement shall be the foundation documents of a business partnership.
The charter shall be the foundation document of a business partnership which is established by one person (one participant).
5. The foundation documents of a business partnership (the charter and the foundation agreement) shall be subject to notarization.
6. The foundation documents of a business partnership must also contain, apart from the information indicated in paragraphs 4 and 5 of article 41 of this Code, the provisions concerning the shares of each of participants; the size, composition, deadlines and the procedure for their making the contributions to the charter capital of the partnership; concerning the liability of the participants for the violation of the obligations with regard to making the contributions to the charter capital of the partnership, and any other information which is contemplated by legislative acts.
8. A business partnership may be the foundation party of any other business partnerships, except for the cases specified in legislative acts.
9. A business partnership may enter into a treaty for maintenance of the register of members of a business partnership with professional participant of the securities market carrying out activities on maintenance of registers of securities holders.
The Article of Incorporation shall be terminated since the day of formation of the business partnership member register. An extract from the business partnership member register shall be the document confirming the substantial interest in the charter capital of a business partnership, which members’ register is maintained by the professional participant of the securities market, carrying out activities in maintaining the system of registers of securities holders.
The Article of Incorporation shall not be concluded in the case of the reorganization of the company in a business partnership, the participant register of which will be carried out by a professional participant of the securities market carrying out activities in maintaining the system of registers of securities holders.
Substantial participatory interests in the charter capital of a business partnership, the participants’ register of which will be carried out by a professional participant of the securities market carrying out activities in maintaining the system of registers of securities holders shall arise from the moment of registration of these rights in the business partnership member register.
The procedure of formation, maintenance and storage of the business partnership member register shall be established by the legislation of the Republic of Kazakhstan.
Article 59. Contributions to the Charter Capital of a Business Partnership. The Share of a Participant in the Charter Capital and in the Assets of a Partnership
1. Money, securities, objects, property rights, including intellectual property including the rights to results of intellectual property activity and any other assets (except for the special financial companies established according to the legislation of the Republic of Kazakhstan on project financing and securitization, microfinance institutions established according to the legislation of the Republic of Kazakhstan on microfinance institutions and Islamic special financial companies established according to the legislation of the Republic of Kazakhstan on the security market charter capital of which is provided only by money) may be a contribution to the charter capital of a business partnership.
Contributions of founders (participants) into the charter capital in kind, or in the form of property rights, shall be valued in the monetary form by agreement of all founders, or by a decision of the general meeting of all participants of a given partnership. If the value of such contribution exceeds the amount equivalent to twenty thousand fold of monthly calculation basis, its value must be confirmed by an independent expert.
The money's worth of the participants' contributions may be confirmed by accounting documents of the partnership or the statement of its auditors, when a business partnership is re-registered.
The founders (participants) of a partnership, within five years from the moment of such valuation, shall bear joint and several liability to creditors of the partnership within the limits of the amount on which the value of the contribution was overstated.
In the cases where the right to use property is transferred to a partnership as a contribution, the size of such a contribution shall be determined by a payment for the use of such property, as calculated for the entire period indicated in the foundation documents.
It shall not be allowed to make contributions in the form of personal non-property rights and other incorporeal assets, nor by way of an offset of claims of participants to the partnership.
2. Shares of all participants in the charter capital, and accordingly their shares in the value of property of the business partnership (a share in the property) shall be proportionate to their contributions into the charter capital, unless it is otherwise stipulated in the foundation documents.
A participant of a partnership shall have the right to pledge and sell his share in the property of the partnership, unless it is otherwise provided for by legislative acts of foundation documents.
3. The procedure and deadlines for making the contributions to the charter capital and also liability for the failure to fulfill the obligations associated with the formation of the charter capital, shall be established in legislative acts and (or) foundation documents.
4. Reduction of the charter capital of a business partnership shall be allowed only after the notification of all its creditors. The latter, in this case, shall have the right to demand premature termination the partnership ahead of time, or execution of the relevant obligations, and compensation for their losses.
Reduction of the charter capital, in violation of the procedure established in this paragraph, shall be the basis for the liquidation of the partnership, pursuant upon a decision of the court, pursuant to an application from interested parties.
Article 60. Managing a Business Partnership
1. The general meeting (meeting of the representatives) of the participants shall be the supreme body of a business partnership.
In business partnerships, except for the full partnership and partnership in commendam, founded by one person, the powers of a general meeting shall belong to its sole participant.
2. In a business partnership there shall be an executive body (collective or (and) individual), which carries out the day-to-day management of its activities and which is accountable to the general meeting (meeting of the representatives) of its participants. The individual governing body may not be from among its participants.
The following may be formed as collegiate bodies of a partnership:
1) the board (directorate);
2) the supervisory council;
3) other bodies in the cases stipulated in legislative acts, or by a decision of the general meeting (the meeting of representatives) of participants of a business partnership.
3. The authority of the governing bodies of a business partnership, the procedure for their election (appointment) and also the procedure for their adoption of decisions shall be determined in accordance with this Code, legislative acts and the foundation documents.
4. In order to audit, and to confirm the accuracy of financial statements, a business partnership may hire a professional auditor, who is not related to the partnership or its participants by property interests (independent audit).
Auditing of a business partnership must be carried out at any time, pursuant to a claim of one or several participants of the partnership at the expense of its (their) funds.
The procedure for conducting an audit of a business partnership activity shall be established by legislation and the foundation documents of the partnership.
Article 61. The Rights and Obligations of Participants of a Business Partnership
1. The participants of a business partnership shall have the following rights:
1) to participate in managing the affairs of the business partnership in accordance with the procedure which is determined in the foundation documents;
2) to obtain information concerning the activities of the business partnership and to peruse its documents in accordance with the procedure established by the foundation documents;
3) to participate in the distribution of profits net income. The conditions of the foundation documents which stipulate the removal of one or several participants from the participation in the distribution of profits net income shall be invalid;
4) to obtain in the case of liquidation of a business partnership part of its property which corresponds to their share in the property of the partnership, which remains after the settlements with the creditors or its worth;
2. The participants of a business partnership shall be obliged as follows:
1) to comply with the requirements of the foundation documents;
2) to make contributions in accordance with the procedure, in the amounts, by the methods and within the deadlines specified in the foundation documents;
3) not to divulge the information which the business partnership declares as a commercial secret.
The participants of a business partnership may bear any other responsibilities which are specified by the legislative acts of the Republic of Kazakhstan and the foundation documents.
Article 62. Reorganization of Business Partnerships
1. Business partnerships of one may be reorganized into business partnerships of the others or into joint stock companies or in to production co-operatives upon a decision of the general meeting of the participants in the cases and in accordance with the procedures provided for by legislative acts.
2. When reorganizing a full or a partnership in commendam into a joint-stock company, limited liability or additional liability partnership, each full partner that became a participant of the joint-stock company, limited liability partnership or additional liability partnership, shall within two years bear subsidiary liability with all his assets on the obligations which were reorganized to the joint-stock company, the limited liability partnership or additional liability partnership from the full or partnership in commendam. The alienation by a former full partner of his shares shall not exempt him (her) from such a liability.
2. Full Partnership
Article 63. The Fundamental Provisions Concerning Full Partnership
1. A partnership, which participants, in the case of the insufficiency of the property of the full partnership, bear a joint liability upon it obligations with all the property that they have shall be recognized as a full partnership.
2. A citizen may be the participant of only one full partnership.
Article 64. The Charter Capital of the Full Partnership
The amount of the charter capital of a full partnership shall be determined by it foundation parties, but it may not be less than the minimum amount specified by legislative acts of the Republic of Kazakhstan.
The minimum share capital of microfinance institutions, established in the form of a full partnership is defined by the legislation of the Republic of Kazakhstan on microfinance institutions.
Article 65. Managing the Affairs of a Full Partnership
1. The general meeting of a full partnership shall be the supreme body of the full partnership. Resolutions on the internal issues of a full partnership shall be adopted by unanimous consent of all the participants. The foundation agreement of a partnership may stipulate the cases, where a decision is to be adopted by a majority of votes of the participants. Each participant of a full partnership shall have one vote, unless the foundation agreement stipulates any other procedure for determining the number of votes of its participants. The foundation agreement may stipulate that the number of votes which is available to the participants shall be determined in proportion to their share in the charter capital.
2. Managing a full partnership subject to the provisions of paragraph 1 of this Article, shall be carried out by the executive bodies of the full partnership. Thes of, the procedure for the formation of governing bodies and their authority shall be defined in the foundation documents.
3. A participant of a full partnership shall not have the right to commit in his (her) name and his (her) interests or in the interests of third persons without consent of other participants, the transactions which are identical to those which constitute the object of activities of the partnership. In the case of violating this rule, the partnership shall have the right to demand from such a participant either compensation of losses incurred by the partnership, or transfer to the partnership of all the benefits acquired through such transactions.
4. The bodies of a full partnership, to which it is delegated to transact the business of the partnership, shall be obliged to present comprehensive information about their activities to all the participants, upon their request.
5. A participant who acts for common interests without authorization, in the cases where his (her) actions are not approved by all the other participants, shall have the right to claim from the partnership compensation of expenditures incurred by him (her), under the condition that he (she) proves that due to his (her) efforts the partnership has economized or appropriately acquired assets which exceed in their value the expenditures incurred by the partnership.
Article 66. Transfer of a Share (Part of a Share) of a Participant of a Full Partnership
1. A transfer by a participant of his (her) share (part of share) to any other participants of a full partnership or to third persons shall be possible only with the consent of all the other participants.
2. When transferring a share (part of the share) to a third entity, the transfer shall take place at the same time of the whole set of rights and obligations which belong to the participant who is exiting the full partnership.
3. In the case of the death of a participant of a full partnership, the legal successor (inheritor) may enter the partnership with the consent of all the other participants.
4. The legal successor (inheritor) shall bear the liability on the debts of the participant before the full partnership and also on the debts of the partnership before the third persons, which arise during the period of the partnership's business.
5. When the legal successor (inheritor) refuses to enter the full partnership or the partnership refuses to accept the legal successor (inheritor), he (she) shall be paid the value of his (her) share in the assets of the partnership, which belongs to him (her) on the basis of the legal succession as determined on the day of the death of the participant.
In those cases the amount of property of the partnership, which is indicated in the foundation agreement (charter) shall be appropriately reduced within the deadlines provided for by the foundation agreement (charter) but not later than in three months.
Article 67. Leaving a Full Partnership
1. The participant of a full partnership may leave the partnership at any time notifying thereof the other participants not later than the term provided for by legislative acts or the foundation agreement.
2. If the full partnership persists after the exit of a participant, the exiting participant shall be paid the value his (her) share in the assets of the partnership in proportion to the contribution made, in accordance with the balance-sheet compiled on the day of the come out. The contribution may be returned entirely or partially in kind upon the demand of the participant and with the consent of the partnership. The exited participant shall also be paid the amount of net revenue which has been received by the partnership in that year during the period of his (her) being with the partnership within that year, which is owed to him (her).
Properties transferred by the participant of a partnership for use only shall be returned to him (her) in kind without remuneration.
Article 68. The Exclusion of a Participant from a Full Partnership
1. The participants of a full partnership shall have the right to require the exclusion of one or of several participants from the partnership upon a unanimous resolution of the remaining participants in a judicial procedure, provided there are serious reasons for that, in particular, a gross violation by him/her (them) of his/her (their) obligations or when the inability to manage business becomes established.
2. A participant who is excluded from a full partnership, shall be paid the value of the part of property in accordance with the procedure determined in paragraph 2 of Article 67 of this Code.
Article 69. Imposition of a Claim upon the Share of a Participant in a Full Partnership
1. The imposition of a claim upon the share of a participant in the property of a full partnership for his (her) personal debts shall be allowed only in the case where his/his other assets are not sufficient to cover the debt. Creditors of such a participant shall have the right to demand from the full partnership of appropriation of a part of the property of the partnership in proportion to the share of the debtor in the charter capital for the purpose of imposing the claim on that property. The part of property of the partnership which is subject to appropriation, or its worth, shall be determined on the basis of the balance-sheet compiled at the moment of the presentation by the creditors of their claims to appropriate.
2. The imposition of a claim upon the share of a participant in the property of a full partnership shall terminate his (her) participation in the partnership, and it shall entail the consequences which are provided for by Articles 70 and 71 of this Code.
Article 70. Liability of Participants for Debts of a Full Partnership
1. If in liquidating a full partnership it so happens that the property available is not sufficient to cover all its debts, the participants shall bear joint liability for the missing part, with all their property upon which in accordance with legislative acts, a claim may be imposed.
A participant of a full partnership shall be liable for the debts of the partnership irrespective of whether they emerged after or before his (her) entering the partnership, unless otherwise specified in legislative acts.
2. A participant who repaid the debts of a full partnership in excess of his (her) share in the property of the partnership, shall have the right to appeal with a regress claim for the appropriate amount, to the other participants who shall bear a shared liability before him (her) in proportion to their shares in the property of the partnership.
3. A participant who left a full partnership of his (her) own accord, or was excluded from the partnership upon the decision of the court, and also a legal successor (inheritor) of a deceased participant who refused the proposal to enter the partnership, shall be liable for the obligations of the partnership which arose prior to the moment of their departure, during the two year period from the date of the approval of the report on the activities for the year in which they exited the partnership.
4. A participant who left a full partnership in a procedure of transferring his (her) share to any other participant or third persons, in a procedure of imposing a claim upon his (her) share in the property of the partnership by a creditor (creditors), and also a legal successor (inheritor) of a deceased participant, whom the other participants denied acceptance to the partnership, shall not be liable for the obligations of the partnership.
5. After the cessation of a full partnership, the participants shall be liable upon the obligations of the partnership, which arose prior to the moment of its cessation, for two years from the date of the cessation of the partnership.
6. Arrangements of participants, which alter the procedure of their liability for the obligations of the full partnership, which are is specified in this Article, shall be invalid.
Article 71. Liquidation of a Full Partnership
1. A full partnership aside from the provisions indicated in Article 49 of this Code, shall also be liquidated in the case where a sole participant is left in a partnership, if he does not reorganize the partnership, nor accept new participants within six months.
2. In the cases of a departure or a death of one of the participants of a full partnership, as well as recognition of one of them as missing, incapable or partially incapable or a bankrupt, or of the imposition by a creditor of one of the participants of a claim on the property which corresponds to his (her) share in the charter capital, the partnership may continue its activities, if it is specified in the foundation documents of the partnership or by agreement of the remaining participants.
3. If one of the participants left the partnership on the grounds indicated in paragraph 2 of this Article, the shares of the remaining participants in the charter capital of the partnership shall be increased in proportion to their contributions, unless otherwise specified in the foundation documents.
3. Partnership in commendam
Article 72. The Fundamental Provisions Concerning a Partnership in Commendam
1. A partnership which includes besides one or more participants who bear additional liability for the obligations of the partnership with all their property (full partners) also one or more participants whose liability is limited by the amount of contribution made by them to the assets of the full partnership (investors) and which do not participate in the partnerships' entrepreneurial activities, shall be a partnership in commendam.
2. The legal status of full partners who participate in a partnership in commendam and the liability for the obligations of the partnership shall be determined by the rules concerning the participants of the partnerships in commendam.
3. A person may be a full partner only in one partnership in commendam.
A full partner in a partnership in commendam may not be a participant of a full partnership.
4. The rules of this Code concerning full partnership shall apply to partnerships in commendam, as this does not contradict the provisions of this Code concerning partnerships in commendam.
Article 73. Investor of a Partnership in Commendam
1. An investor of a partnership in commendam shall be obliged to make his (her) first contribution and additional contributions (investments) in the amount, by the method and in accordance with the procedure which are stipulated in the foundation documents.
2. An investor of a partnership in commendam shall have the following rights:
1) to receive part of net income of the partnership which is due on his (her) share in the charter capital in accordance with the procedure stipulated in the foundation documents;
2) to peruse annual report and balance-sheet financial statements of the partnership and also to require an opportunity to establish the accuracy of its their compilation;
3) to transfer his share in the charter capital or its part to any other investor or a third party in accordance with the procedure stipulated in legislative acts and the foundation documents of the partnership. The transfer by the investor of his entire share to any other person shall terminate his participation in the partnership;
4) to exit from the partnership in manner required by legislative acts and the foundation documents.
The foundation documents of a partnership in commendam may also provide other rights of the depositor.
Waiver of rights by the partnership in commendam investors provided by this Code and other legislative acts, including the agreement of the full partners and investors, shall not be valid.
3. If an investor commits a transaction in the interest of the partnership in commendam without due authorization, then in the case of approving his (her) actions by the partnership, it shall be liable for the transaction before the creditors in the full volume. If approval is not obtained, the investor shall be liable to third persons independently with all his (her) property, upon which claims may be imposed in accordance with legislation.
Article 74. Charter Capital of a Partnership in Commendam
1. The charter capital of a partnership in commendam shall be made up of the contributions of its participants. In the course of business activities, the charter capital may be altered. The charter capital discounting contributions of the investors shall determine the share of full partners in the property of a partnership in commendam.
2. The amount of the charter capital shall be determined by the full partners of a partnership in commendam and it may not be less than the minimum established by legislative acts.
The minimum share capital of microfinance institutions that were created in the form of a partnership in commendam is determined by the legislation of the Republic of Kazakhstan on microfinance institutions.
3. The reduction of the charter capital of a partnership in commendam shall be allowed after notifying all its creditors. The latter shall have the right in that case to require a premature termination or execution of the relevant obligations and compensation to them of their losses. Reduction of a charter fund charter capital in violation of the procedure established in this Article shall be a reason for the liquidation of the partnership in commendam in accordance with the decision of the court upon the application of the interested parties.
Article 75. Managing Affairs of a Partnership in Commendam
Managing the affairs of a partnership in commendam shall be carried out by full partners. The procedure for managing and maintaining affairs of a full partnership by its full partners shall be established by themselves in accordance with the rules concerning full partnership. The investors shall not have the right to participate in the managing of the affairs of the partnership in commendam, nor to act on its behalf other than on the grounds of the power of attorney. The investors of a partnership in commendam shall not have the right to challenge the actions of full partners with regard to managing the affairs of the partnership.
