2. A founder (participant) of a legal entity or the owner of its property shall not be liable under its obligations, and the legal entity shall not be liable under obligations of its founder (participant), or of the owner of its property, except for the cases stipulated by the present Code, other legislative acts, or the foundation documents of a given legal entity.
3. When the bankruptcy of a legal entity is caused by acts of its founder (participant), or the owner of its property, then, in the case of insufficiency of funds of the legal entity, the foundation party (participant), or the owner of its property accordingly, shall bear secondary liability before creditors.
4. A legal entity shall bear liability before third parties under obligations assumed by a body of the legal entity in excess of its powers established by the foundation documents, except for cases stipulated in paragraph 11 of Article 159 of the present Code.
Article 45. Reorganisation of a Legal Entity
amended by (9) Law of 19th June 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Act of the Republic of Kazakhstan; and
(22) Law No. 128 of 18th December 2000 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Insurance and Insurance Activities.
1. The reorganisation of a legal entity (merger, acquisition, division, appropriation, transformation) shall be carried out pursuant to the decision of the owner of its property or the body authorised by the owner, of the foundation parties (participants) and also upon the decision of the body of the legal entity authorised by the foundation documents, or upon the decision of the judicial bodies in the cases which are specified by legislative acts. Legislation may also stipulate other forms of reorganisation.
Reorganisation of a legal entity which is an accumulation pension fund, insurance (reinsurance) organisation shall be carried out subject to the special considerations provided for by legislation concerning pension support and insurance activities.
2. Reorganisation may be conducted voluntarily or compulsorily.
3. A compulsory reorganisation may be effected pursuant to the decision of judicial bodies in the cases specified by legislative acts.
When the owner of the property of a legal entity, a body authorised by it, its foundation parties or a body of a legal entity which is authorised to reorganise it by the foundation documents, does not perform the reorganisation of the legal entity within the term defined in the decision of the judicial body, the court shall appoint an administrator of the legal entity and it shall entrust to the administrator the reorganisation of the legal entity. From the moment when an administrator is appointed, all the powers associated with the management of the legal entity's business shall be transferred to the administrator. The administrator shall act on behalf of the legal entity in the court of law, compile the division balance sheet and present it for the approval of the court together with the foundation documents of the legal entities which emerge as a result of the reorganisation of the legal entities. The approval by the court of the indicated documents shall be the basis for the state registration of the newly-emerged legal entities.
4. A legal entity shall be deemed to be reorganised, except for the case of reorganisation in the form of acquisition, from the moment of the registration of the newly-emerged legal entities.
When a legal entity is reorganised by way of acquisition of any other legal entity, the former of them shall be deemed to be reorganised from the moment when the entry is made into the State Register of Legal Entities on the termination of the activities of the acquired legal entity is made.
Article 46. The Legal Successorship When Legal Entities Are
Reorganised
1. When legal entities merge, the rights and obligations of each of them shall be transferred to the newly-emerged legal entity in accordance with the conveyance act.
2. When a legal entity is acquired by any other legal entity, the rights and obligations of the acquired legal entity shall be transferred to the latter in accordance with the conveyance act.
3. When a legal entity is divided, its rights and obligations shall be transferred to the newly-emerged legal entities in accordance with the division balance sheet.
4. When one or several legal entities are appropriated out of a legal entity, the rights and obligations of the reorganised legal entity shall be transferred to each one of them in accordance with the division balance-sheet.
5. When a legal entity of one type it transformed into a legal entity of any other type (altering its organisational and legal form), the rights and obligations of the reorganised legal entity shall be transferred to the newly-emerged legal entity in accordance with the conveyance act.
Article 47. The Conveyance Act and the Division Balance-Sheet
1. The property rights and obligations of a reorganised legal entity shall be transferred to the newly-created legal entity: in accordance with the conveyance act in the case of mergers and acquisitions; and in accordance with the division balance-sheet in the case of divisions and appropriations.
The conveyance act and division balance-sheet must contain the provisions concerning the legal successorship with regard to all the obligations of the reorganised legal entity with regard to all its creditors and debtors, including the obligations which are challenged by parties.
2. The conveyance act and division balance-sheet shall be approved by the owner of the property of the legal entity or by the body which adopted the decision to reorganise the legal entity, and they shall be submitted together with the foundation documents for the registration of the newly-emerged legal entities or the introduction of amendments to the foundation documents of existing legal entities.
Failure to present together with the foundation documents an appropriate conveyance act or division balance-sheet, and also the absence in them of provisions concerning legal successorship with regard to the obligations of the reorganised legal entity, shall entail the denial of the state registration of the newly-emerged legal entities.
3. Property (rights and obligations) shall be transferred to a legal successor at the moment of its registration, unless otherwise provided for by legislative acts or in the decision concerning the reorganisation.
Article 48. The Guarantees of the Rights of Creditors of a Legal
ntity In the Case of Its Reorganisation
amended by (12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)".
1. The owner of the property of a legal entity, or the body which adopted the decision to reorganise a legal entity, shall be obliged to notify in writing the creditors of the legal entity to be reorganised.
2. In the case of division or appropriation the creditor of a legal entity under reorganisation shall have the right to demand a premature termination of the obligations, the debtor under which is that legal entity and compensation of losses.
3. The newly-emerged legal entities as well as the legal entity from which another legal entity was appropriated shall be severally liable for the obligations of the reorganised legal entity before its creditors when the division balance-sheet does not provide for any possibility to identify the legal successor of the reorganised legal entity.
Article 49. Foundations for the Liquidation of a Legal Entity
[as amended by (6) Law No. 68-I of the Republic of Kazakhstan. Concerning the Recognition as Invalid of the Edict of the President of the Republic of Kazakhstan, Having the Force of a Law "Concerning Bankruptcy" and Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. January 21, 1997;
(9) Law of 19th June 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Act of the Republic of Kazakhstan;
(12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)"]; and
(22) Law No. 128 of 18th December 2000 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Insurance and Insurance Activities.
1. A legal entity may be liquidated for any reasons, pursuant to a decision of the owner of its property, or of the body authorised by the owner, and also pursuant to the decision of a body of the legal entity so authorised by the foundation documents.
Liquidation of a legal entity which is an accumulation pension fund, insurance (reinsurance) organisation shall be carried out subject to the special considerations provided for by legislation concerning pension support and insurance activities.
2. A legal entity may be liquidated in accordance with a court decision in the following cases:
1) bankruptcy;
2) recognition of registration of a legal entity as invalid, because of violations of legislation made in the formation of that legal entity, and which cannot be eliminated;
3) systematic performance of activities which contradict the charter objectives of the legal entity;
4) performance of activities without appropriate permit (licence) or activities prohibited by legislative acts, or with multiple or gross violation of legislation;
5) in any other cases specified by legislative acts.
3. The claim to liquidate a legal entity on the bases indicated in the second paragraph of this Article, may be filed with a court by the state body to which the right to file such claims is granted by the law legislative acts, and in the cases of bankruptcy - also by the creditor.
Obligations associated with the performance of the liquidation of a legal entity may be entrusted by a court decision concerning the liquidation of that legal entity, to the owner of its property; to the body authorised by the owner, to the body authorised for the liquidation of a legal entity by the foundation documents, or to any other bodies (person) appointed by the court.
4. When the value of properties of a legal entity with regard to which entity a decision is taken, in accordance with paragraph 1 of this Article, to liquidate, is insufficient for satisfying creditors' claims, such a legal entity may be liquidated in accordance with legislation concerning bankruptcy.
5. Liquidation of certain types of legal entities shall be possible, pursuant to a decision of the relevant body which is authorised by the state, on the bases stipulated in legislative acts.
Article 50. The Procedure for the Liquidation of Legal Entities
[as amended by (4) Law No. 30 - I of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. July 15, 1996;
(11) Law of 11th July 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Banking Activity;
(12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)"; and
(15) Law No. 282 of 10th July 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Joint-Stock Companies; and
(17) Law No. 320 of 16th December 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of the State-Owned Legal Entities.
1. The owner of the property of a legal entity or a body which adopted the decision to liquidate the legal entity, shall be obliged to communicate that immediately in writing to the body of Justice which performs the registration of legal entities.
2. The owner of the property of a legal entity or a body which took the decision to liquidate the legal entity, shall appoint the Liquidation Commission and establish the procedure and dates for the liquidation in accordance with this Code.
From the moment that the Liquidation Commission is appointed, it shall acquire the powers associated with managing of the property and the business of the legal entity. The Liquidation Commission shall act in the court on behalf of the legal entity under liquidation.
3. A Liquidation Commission shall publish the information concerning the liquidation of a legal entity, as well as the information concerning the procedure and the period for filing claims by its creditors, in the official publications of the central body of justice. The period for filing claims may not be less than two months from the time of publication concerning the liquidation.
A Liquidation Commission shall take steps to identify creditors and to recover debts, and also it shall notify creditors in writing of the legal entity liquidation.
4. Upon expiry of the period for creditors filing of their claims, the Liquidation Commission shall compile the intermediary liquidation balance-sheet which shall contain information concerning the composition of the property of the legal entity under liquidation, the list of claims filed by the creditors, and also concerning the results of the examination of them.
The intermediary liquidation balance-sheet shall be approved by the owner of the property of the legal entity or by the body which took the decision to liquidate that legal entity.
5. Where a legal entity under liquidation (except for state-owned institutions) is short of funds for the satisfaction of the creditors' claims, the liquidation commission shall carry out a sale of the assets of the legal entity in a public auction in accordance with the procedure established for the execution of court decisions.
6. The payment of the amounts of monetary resources funds to the creditors of a legal entity in liquidation, shall be carried out by the liquidation commission in a priority procedure as established by Article 51 of this Code, in accordance with the interim balance-sheet, beginning from the date of its approval. Special considerations in distribution of assets of joint-stock companies shall be established by legislation concerning them.
7. Upon completion of the settlements with creditors, the liquidation commission shall compile the liquidation balance-sheet, which shall be approved by the owner of the assets of the legal entity, or by the body which adopted the decision to liquidate the legal entity .
8. The assets which remain upon the satisfaction of creditors' claims shall be used for the purposes indicated in the foundation agreements.
9. In the event that a public enterprise in liquidation is short of assets, and in the case of an institution in liquidation being short of monetary resources funds for satisfying the claims of creditors, the latter shall have the right to appeal to the court with an action to satisfy the remaining amount of claims at the expense of the owner of the assets of the enterprise or institution.
10. The liquidation of a legal entity shall be deemed to be accomplished, and a legal entity to have terminated its existence after the entry is made to that effect in the State Register of Legal Entities.
Article 51. Satisfying the Claims of Creditors
[as amended by (6) Law No. 68-I of the Republic of Kazakhstan. Concerning the Recognition as Invalid of the Edict of the President of the Republic of Kazakhstan, Having the Force of a Law "Concerning Bankruptcy" and Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. January 21, 1997; and
(12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)".
1. When liquidating a legal entity, the claims of its creditors shall be satisfied in the following sequence:
1) in the first turn, the claims of citizens to whom the enterprise in liquidation bears the liability for causing harm to life and health, by way of capitalising appropriate periodic payments;
2) the claims of creditors with regard to obligations secured with pledge of property of the bankrupt in liquidation shall be satisfied within the confines of pledged amounts, in the second line;
3) settlements with regard to work remuneration with persons who work under work agreements, and settlements under authorship agreement shall be carried out in the third line;
4) in the fourth turn, the debt shall be repaid on the compulsory payments to the Budget and to the non-budgetary funds.
5) in the fifth turn, settlements shall be conducted with any other creditors in accordance with legislative acts.
2. The claims of each turn shall be satisfied upon the complete satisfaction of the claims of the previous turn.
3. When 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 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 foundation parties (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 recognised 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
[replaced by (6) Law No. 68-I of the Republic of Kazakhstan. Concerning the Recognition as Invalid of the Edict of the President of the Republic of Kazakhstan, Having the Force of a Law "Concerning Bankruptcy" and Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. January 21, 1997; and amended by
(14) Law No. of 29th June 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments to the Civil Code of the Republic of Kazakhstan (General Part)].
Bankruptcy - the insolvency of a debtor as recognised by a court decision, which is the basis for the liquidation of a debtor.
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 and non-budgetary funds.
Article 53. The Bases of Bankruptcy Recognition of Bankruptcy
[replaced by (6) Law No. 68-I of the Republic of Kazakhstan. Concerning the Recognition as Invalid of the Edict of the President of the Republic of Kazakhstan, Having the Force of a Law "Concerning Bankruptcy" and Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. January 21, 1997; and amended by
(14) Law No. of 29th June 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments to the Civil Code of the Republic of Kazakhstan (General Part)].
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. Reorganisation Procedures in the Bankruptcy Cases The
Rehabilitation Procedure In Bankruptcy Cases
[replaced by (6) Law No. 68-I of the Republic of Kazakhstan. Concerning the Recognition as Invalid of the Edict of the President of the Republic of Kazakhstan, Having the Force of a Law "Concerning Bankruptcy" and Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. January 21, 1997].
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.
Said measures shall be implemented within the framework of a rehabilitation procedure, of which the order and the period of performance shall be defined in legislation concerning bankruptcy.
Article 55. The Consequences of Instituting the Liquidation
Competitive Proceedings
as amended by (11) Law of 11th July 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Banking Activity; and
(14) Law No. of 29th June 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments to the Civil Code of the Republic of Kazakhstan (General Part)].
1. From the moment of instituting the liquidation competitive proceedings:
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 disputes of property nature with the participation of the insolvent debtor which are considered by the court, shall be terminated, provided the decisions adopted 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 Debts
replaced by (12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)".
Article 56. Release of an Insolvent Debtor from Debts
replaced by (12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)".
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 recognised 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 Fundamental Provisions Concerning Business
Partnerships
amended by (11) Law of 11th July 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Banking Activity;
by (12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)"; and
(15) Law No. 282 of 10th July 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Joint-Stock Companies.
1. A business partnership shall be recognised to be a commercial organisation with its charter fund authorised capital divided into shares (contributions) of the foundation parties (participants). Properties created at the expense of the investments of the foundation parties (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 general partnership, limited partnership, limited liability partnership, partnership with additional liability, joint-stock company.
3. Only citizens may be the participants of a general partnership and to be general partners in a limited partnership.
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 notarisation.
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 fund authorised 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 fund authorised 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. Business partnerships, except for joint-stock companies, shall not have the right to issue shares.
Article 59. Contributions to the Charter Fund Authorised capital
of a Business Partnership. The Share of a Participant in the Charter
Fund Authorised capital and in the Assets of a Partnership
[as amended by (4) Law No. 30 - I of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. July 15, 1996 (11) Law of 11th July 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Banking Activity; and
by (12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)".
1. Money, securities, objects, property rights, including intellectual property including the rights to results of intellectual property activity and any other assets may be a contribution to the charter fund authorised capital of a business partnership.
Contributions of founders (participants) into the authorised 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. When the value of such contribution exceeds the amount equivalent to twenty thousand fold of monthly calculation bases, 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 foundation parties (participants) of a partnership, within five years form 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 authorised 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 authorised 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 fund authorised capital and also liability for the failure to fulfil the obligations associated with the formation of the charter fund authorised capital, shall be established in legislative acts and (or) foundation documents.
4. Reduction of the authorised 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 authorised 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
amended by (12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)" and
(13) Law No. 221 of 22nd April 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan.
1. The general meeting (meeting of the representatives) of the participants shall be the supreme body of a business partnership.
In business partnerships founded by one person, the powers of a general meeting shall belong to its single 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.
