Article 61. The Rights and Obligations of Participants of a
Business Partnership
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
(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 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 foundation parties of a business partnership may bear any other responsibilities which are specified in the foundation documents.
Article 62. Transformation of Business Partnerships
as amended by (4) Law No. 30 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. July 15, 1996; and
(18) Law No. 436 of 16th July 1999 of the Republic of Kazakhstan "Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan"
1. Business partnerships of one type may be transformed into business partnerships of the other types 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 transforming a general or a limited partnership into a joint-stock company, limited liability or additional liability partnership, each general 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 transferred to the joint-stock company, the limited liability partnership or additional liability partnership from the general or limited partnership. The alienation by a former general partner of his shares shall not exempt him from such a liability.
2. General Partnerships
Article 63. The Fundamental Provisions Concerning General
Partnerships
1. A general partnership shall be a partnership, the participants whereof in the case of the insufficiency of the property of the general partnership, shall bear a joint liability upon it obligations with all the property that they have.
2. A citizen may be the participant of only one general partnership.
Article 64. The Charter Fund Capital of the
General Partnership
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;
(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 amount of the charter fund authorised capital of a general partnership shall be determined by it foundation parties, but it may not be less than the minimum amount specified by legislative acts.
Article 65. Managing the Affairs of a General Partnership
amended by (11) Law No. 154 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.
1. The general meeting of a general partnership shall be the supreme body of the general partnership. Resolutions on the internal issues of a general partnership shall only 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 general 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 fund authorised capital.
2. Managing a general partnership subject to the provisions of paragraph 1 of this Article, shall be carried out by the executive bodies of the general partnership. The types of, the procedure for the formation of governing bodies and their authority shall be defined in the foundation documents.
3. A participant of a general partnership shall not have the right to commit in his name and his interests or in the interests of third parties 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 general partnership, to which it is delegated to transact the business of the partnership, shall be obliged to present to all the participants, upon their request, comprehensive information about their activities.
5. A participant who acts for common interests without authorisation, in the cases where his actions are not approved by all the other participants, shall have the right to claim from the partnership compensation of expenditures incurred by him, under the condition that he proves that due to his efforts the partnership has economised or appropriately acquired assets which exceed in their value the expenditures incurred by the partnership.
Article 66. The Transfer of a Share (Part of a Share) of a
Participant of a General Partnership
1. A transfer by a participant of his share (part of share) to any other participants of a general partnership or to third parties 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 general partnership.
3. In the case of the demise of a participant of a general partnership, the legal successor (inheritor) may, with the consent of all the other participants enter the partnership.
4. The legal successor (inheritor) shall bear the liability on the debts of the participant before the general partnership and also on the debts of the partnership before the third parties, which arise during the period of the partnership's business.
5. When the legal successor (inheritor) refuses to enter the general partnership or the partnership refuses to accept the legal successor (inheritor), he shall be paid the value of his share in the assets of the partnership, which belongs to him on the basis of the legal successorship as determined on the day of the demise 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 which are provided for by the foundation agreement (charter) but not later than in three months.
Article 67. The Departure of a Participant from a General
Partnership
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.
1. The participant of a general partnership may at any time depart from the partnership after notifying thereof the other participants not later than the term provided for by legislative acts or the foundation agreement.
2. When, after the exit of a participant, the general partnership persists, the participant shall be paid the value his 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 departure. Upon the demand of the participant, and with the consent of the partnership, the contribution may be returned entirely or partially in kind. The participant who exited shall also be paid the amount of profit net income which has been received by the partnership in that year during the period of his being with the partnership within that year, which is owed to himin that year. Properties transferred by the participant of a partnership for use only shall be returned to him in kind without remuneration.
Article 68. The Exclusion of a Participant from a General
Partnership
1. The participants of a general partnership shall have the right to require in a judicial procedure the exclusion of one or of several participants from the partnership upon a unanimous resolution of the remaining participants, provided there are serious reasons for that, in particular, a gross violation by him (them) of his (their) obligations or when the inability to manage business becomes established.
2. A participant who is excluded form a general 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 General Partnership
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.
1. The imposition of a claim upon the share of a participant in the property of a general partnership for his personal debts shall be allowed only in the case where his other assets are not sufficient to cover the debt. Creditors of such a participant shall have the right to demand from the general partnership of appropriation of a part of the property of the partnership in proportion to the share of the debtor in the charter fund authorised 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 [compensation].
2. The imposition of a claim upon the share of a participant in the property of a general partnership shall terminate his participation in the partnership, and it shall entail the consequences which are provided for by Articles 70 and 71 of this Code.
Article 70. The Liability of Participants for Debts of a General
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)".
1. If in liquidating a general 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 general partnership shall be liable for the debts of the partnership irrespective of whether they emerged after or before his entering the partnership, unless otherwise specified in legislative acts.
2. A participant who repaid the debts of a general partnership in excess of his 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 in proportion to their shares in the property of the partnership.
3. A participant who left a general partnership of his 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 general partnership in a procedure of transferring his share to any other participant or third persons, in a procedure of imposing a claim upon his 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 general 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 general partnership, which are is specified in this Article, shall be invalid.
Article 71. Liquidation of a General Partnership
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.
1. A general 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 within six months he does not reorganise the partnership, nor does he accept new participants.
2. In the cases of a departure or a death of one of the participants of a general partnership, of 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 share in the charter fund authorised capital, the partnership may continue its activities, provided this is specified in the foundation documents of the partnership or by agreement of the remaining participants.
3. Where one of the participants left the partnership on the bases indicated in paragraph 2 of this Article, the shares of the remaining participants in the charter fund authorised capital of the partnership shall be increased in proportion to their contributions, unless otherwise specified in the foundation documents.
3. Limited Partnerships
Article 72. The Fundamental Provisions Concerning a Limited
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)".
1. A partnership which includes besides one or more participants who bear additional liability for the obligations of the partnership with all their property (general partners) also one or more participants whose liability is limited by the amount of contribution made by them to the assets of the general partnership (investors) and which do not participate in the partnerships' entrepreneurial activities, shall be a limited partnership.
2. The legal status of general partners who participate in a limited partnership and the liability for the obligations of the partnership shall be determined by the rules concerning the participants of the general partnerships.
3. A person may be a general partner only in one limited partnership.
A general partner in a limited partnership may not be a participant of a general partnership.
4. The rules of this Code concerning general partnership shall apply to limited partnerships, provided this does not contradict the provisions of this Code concerning limited partnerships.
Article 73. The Investor of a Limited Partnership
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
(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. An investor of a limited partnership shall be obliged to make his 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 limited partnership shall have the following rights:
1) to receive part of profits net income of the partnership which is due on his share in the charter fund authorised 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 fund authorised 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) through the procedure stipulated in legislative acts and the foundation documents, to exit from the partnership.
3. Where an investor commits a transaction in the interest of the limited partnership without due authorisation, then in the case of approving his actions by the partnership, it shall be liable for the transaction before the creditors in the full volume. When approval is not obtained, the investor shall be liable to third parties independently with all his property, upon which claims may be imposed in accordance with legislation.
Article 74. The Charter Fund Authorised capital
of a Limited Partnership
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
(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 charter fund authorised capital of a limited partnership shall be made up of the contributions of its participants. In the course of business activities, the charter fund authorised capital may be altered. The charter fund authorised capital less contributions of the investors shall determine the share of general partners in the property of a limited partnership.
2. The amount of the charter fund authorised capital shall be determined by the general partners of a limited partnership and it may not be less than the minimum established by legislative acts. The total amount of shares of the investors may constitute not more than 50% of the charter fund authorised capital of a limited partnership.
3. The reduction of the charter fund authorised capital of a limited partnership 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 authorised capital in violation of the procedure established in this Article shall be a reason for the liquidation of the limited partnership in accordance with the decision of the court upon the application of the interested parties.
Article 75. Managing Affairs of a Limited Partnership
Managing the affairs of a limited partnership shall be carried out by general partners. The procedure for managing and maintaining affairs of a general partnership by its general partners shall be established by themselves in accordance with the rules concerning general partnership. The investors shall not have the right to participate in the managing of the affairs of the limited partnership, nor to act on its behalf otherwise than on the basis the power of attorney. The investors of a limited partnership shall not have the right to challenge the actions of general partners with regard to managing the affairs of the partnership.
Article 76. The Cessation a Limited Partnership
1. A limited partnership shall be terminated when all the investors participating in it exit from it. The general partners shall have the right, instead of liquidation, to transform the limited partnership into a general partnership. A limited partnership shall be liquidated also upon the bases which are stipulated for the liquidation of a general partnership.
2. In the liquidation of a limited partnership the investors shall have a priority right, as compared to general partners, to receive their contributions from the property of the partnership, which remain after the satisfaction of the claims of its creditors. The assets which remain after that of the limited partnership, shall be distributed between the general partners and investors in proportion to their contributions to the assets of the partnership, unless another procedure is established in the foundation documents.
4. Limited Liability Partnerships
Article 77. The Fundamental Provisions Concerning Limited
Liability 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;
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;
(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)";
(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; and
(18) Law No. 436 of 16th July 1999 of the Republic of Kazakhstan "Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan"
1. A partnership with limited liability shall be recognised to be a partnership established by one or several persons, the charter fund authorised capital [amended by 11] whereof is divided into shares of the size which is stipulated in the foundation documents; the participants of a limited liability partnership shall not be liable for its obligations and they shall bear the risk of losses associated with the activities of the partnership within the limits of the value of the contributions made by them. Exceptions from this rule may be provided for by this Code and legislative acts.
The participants of a limited liability partnership who did not make their contributions in full, shall bear joint liability for its obligations within the value of the unpaid uncontributed part of the contribution of each participant.
2. The number of participants in a limited liability partnership must not exceed fifty one hundred. In the event that the number of participants in a limited liability partnership exceeds fifty one hundred, it shall be subject to sub-division, or appropriation, or transformation into another business partnership, joint-stock company or production co-operative within one year, and upon expiry of that term - subject to liquidation in a judicial procedure pursuant to a petition of the body which performed the state registration of the partnership or pursuant to a petition of any other interested person, unless the number of participants is reduced to fifty.
A limited liability partnership may not have another business partnership which consists of one person, as a sole participant.
3. Upon the claim by any of its participants there must be a conducted an audit of the activities of the limited liability partnership. The public reports of shall not be required of a limited liability partnership, except for the cases stipulated in legislation or the foundation documents.
4. A limited liability partnership may be voluntarily reorganised or liquidated upon a unanimous resolution of its participants. Any other grounds for a reorganisation or liquidation of a limited liability partnership shall be determined by this Code and legislative acts.
A limited liability partnership shall have the right to transform into another business partnership, joint-stock company or a production co-operative.
6. The legal status of a limited liability partnership, the rights and obligations of its members shall be determined by this Code and legislative acts.
Article 78. The Charter Fund Authorised capital of a Limited
Liability Partnership
amended by (11) Law No. 154 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
(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 size of the charter fund authorised capital of a limited liability partnership shall be determined by the foundation parties (participants) of the limited liability partnership and it may not be less than the amount established by legislative acts.
Article 79. Managing a Limited Liability Partnership
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;
(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 scope of authority of the bodies of a partnership, as well as the procedure for their adoption of decisions or for acting on behalf of the partnership, shall be defined in accordance with legislative acts and the charter of the partnership.
2. The following shall be referred to the exclusive authority of the general meeting of the participants of a limited liability partnership:
1) amendments to the charter of the partnership including the amendments of the amount of its charter fund authorised capital;
2) formation of the executive body of a partnership and a premature termination of its powers, as well as adoption of a decision on the transfer of the limited liability partnership or its property into trust management and defining of the terms of such a transfer; 3) approval of financial statements of the business partnership and distribution of its net income.
4) the decision concerning reorganisation and liquidation of the partnership;
5) election and premature termination of the powers of the supervisory council and (or) auditing commission (auditor) of a partnership, as well as the approval of reports and statements of the auditing commission (auditor) of a partnership;
6) approval of internal rules, procedures for their adoption and of other documents which regulate internal functioning of the partnership;
7) decision of the partnership's participation in other business partnerships as well as in non-profit organisations;
8) appointment of the liquidation commission and approval of liquidation balance sheets;
9) decision on forced purchase of a share from a participant of the limited liability partnership in accordance with Article 82 of this Code.
3. Issues recognised as exclusive authority of General Meeting of the partnership participants may not be delegated to an executive body of the partnership for its deciding.
Article 80. The Transfer of a Share in the Charter Fund Authorised
capital of a Limited Liability Partnership to Another Person
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
(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. A participant of a limited liability partnership shall have the right to sell or in any other way to assign his share in the charter fund authorised capital of a partnership or its part, at his discretion to one or several participants of that partnership.
2. Alienation by a limited liability partnership participant of his share (its part) to third parties shall be allowed, unless it is otherwise stipulated by the foundation documents of the partnership.
The participants of a limited liability partnership shall enjoy a pre-emption right, as compared to third parties, with regard to the purchase a share, or its part. Unless the foundation documents or an agreement between the participants of a given partnership stipulate otherwise, the priority right to purchase a share (its part) shall be exercised by the participants in proportion to the sizes of their shares in the authorised capital of the partnership. In the case of a sale of a share (its part) in violation of the pre-emption right, any participant of a limited liability partnership shall have the right to claim in a judicial procedure the transfer to him of the rights and obligations of a buyer, within three months from the day of the sale.
3. Where in accordance with the charter foundation documents of a limited liability partnership the selling of the share of a participant (part thereof) to third parties is not possible and the other participants of the partnership refuse to purchase it, the partnership shall be obliged to pay to the participant its actual value or to issue to him in kind the assets which correspond to that value.
4. The share of a participant of a limited liability partnership may be sold prior to its full payment only in the part which had been paid-up already.
5. In the case where a share of a participant (part thereof) is acquired by the limited liability partnership itself, it shall be obliged to sell it to any other participants or third parties within the deadlines and in accordance with the procedure stipulated in legislative acts and the foundation documents of the partnership, or to reduce its charter fund authorised capital. During that period the distribution of profits net income and also voting in the supreme governing body shall be carried out without taking into account the share acquired by the limited liability partnership.
6. The shares in the charter fund authorised capital of a limited liability partnership shall be transferred to the inheritors of citizens and to the legal successors of legal entities which are participants in partnership, unless the foundation documents of the partnership stipulate that such a transfer is permitted only with the consent of the other participants of the partnership. Refusal to accept the transfer of a share shall entail the obligation of the partnership to pay to the inheritors (legal successors) of the participant its actual value or to issue to them in kind the assets worth the same value, in accordance with the procedure and on the conditions stipulated in legislative acts and in the foundation documents of the partnership.
Legislative acts may stipulate special considerations in the transfer of a share to the legal successors of legal entities.
Article 81. Additional Contributions by the Participants of a
Limited Liability Partnership
replaced by (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.
