Unless the charter of a limited liability partnership provides otherwise, the general meeting of its participants may take a decision on making by the participants of additional contributions to the partnership's property. A decision shall be adopted by a majority of three quarters of votes of all participants of the partnership.
Article 82. The Exclusion of a Participant from a Limited
Liability Partnership
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 82. Forced Purchase of a Share from a Participant of a
Limited Liability Partnership
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)".
In case of violation by a limited liability partnership participant of his obligations to the partnership, which are established by legislative acts or the foundation documents, the partnership, in accordance with a decision of the general meeting, shall have the right, in a judicial procedure, to demand compulsory purchase of a share from such a participant at the price established in an agreement of the partnership with the participant. In the case of failure to reach consensus, the price of a share to be purchased in a compulsory procedure shall be established by the court.
Article 83. Imposition of a Claim Upon the Share of a Participant
in a Limited Liability Partnership
as 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)".
Claims against the share of a participant in a limited liability partnership for his own debts shall not be allowed. In the case where the participants' assets are not sufficient to cover his personal debts, the creditors may require, in accordance with the established procedure, to appropriate the share of the debtor who is a participant.
5. Partnerships with Additional Liability
Article 84. The Fundamental Provisions Concerning The Partnership
with Additional Liability
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
(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. A partnership with additional liability shall be partnership, the participants whereof shall be liable for its obligations with their contributions to the charter fund authorised capital, and in the case those are insufficient, additionally with the assets that belong to them in the amount which is a multiple of the contributions made by themselves.
2. A maximum amount of the liability of the participants shall be stipulated in its foundation documents charter.
In the case of bankruptcy of one of the participants, his liability for the obligations of the partnership shall be spread amongst other participants in proportion to their contributions, unless a different procedure of distribution of the liability is stipulated in foundation documents.
3. To an additional liability partnership the rules of this code shall be applied concerning limited liability partnerships, unless otherwise stipulated in this Article.
VI. A Joint-stock Company
III. JOINT-STOCK COMPANY
modified by (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.
Article 85. The Definition of a Joint-stock Company
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;
(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.
1. A legal entity which issues shares for the purposes of raising funds for the performance of its activities shall be recognised as a joint-stock company. The shareholders of a joint-stock company shall not be liable for its obligations, and they shall bear the risk of losses associated with the company's business, within the limits of value of the shares they hold, except for the cases provided for by legislative acts.
2. A joint-stock company shall possess the assets which are separate from the assets of its participants; it shall be liable for its obligations within the limits of its property and it shall not bear any liability for the obligations of its participants.
Shareholders of corporate cumulative pension funds shall be subject to several liability with regard to obligations of said funds in accordance with the procedure and on the terms as established by legislation concerning pension support.
3. A joint-stock company may be created by one person and it may consist of one person in the case the acquisition by one shareholder of all the shares of the company, unless it is otherwise stipulated in legislative acts.
4. The legal status of a joint-stock company, the rights and obligations of the shareholders shall be determined by legislative acts in accordance with this Code. Special considerations with regard to the legal status of joint-stock companies which are created by way of privatising state-owned enterprises, shall be determined in legislation.
5. Non-commercial organisations may be created in a form of the joint-stock company in the cases provided for by legislation.
Article 86. Open Type and Closed Type Joint-stock Companies
[as amended by (5) Law of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan. December 7, 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)";
(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
(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 joint-stock Company, the participants whereof may sell the shares which belong to them without the consent of any other shareholders shall be a joint-stock Company of the open type. An open-type company shall have the right to place the shares it issues by the closed-type and by the open-type methods.
2. An open-type company shall be obliged to publish its annual and quarterly balance-sheets and profit-and-loss accounts in accordance with the procedure established by legislation in a newspaper;
3. A joint-stock company whose shares are placed among its foundation parties and a pre-determined circle of persons shall be recognised as a closed-type joint-stock company. A closed-type joint-stock company shall have the right to place the shares it issues only by the closed-type method.
4. A shareholder in a closed-type joint-stock company, who wishes to sell his shares, shall be obliged to offer them for sale to the other participants of the company, and in the case of their refusal - to the company itself. Special considerations with respect to the selling of shares in a closed-type joint-stock company, shall be defined by legislative acts.
5. The foundation documents of a closed-type joint-stock company may stipulate a possibility for compulsory purchase of by the company, in a judicial procedure, of shares of its participant who materially violates the interests of the company by his acts.
6. Legislative acts may stipulate the possibility and the grounds for compulsory purchase of shares from banks, and non-banking financial institutions organisations organisations and insurance (reinsurance) organisations which perform certain types of banking transactions in the event that they have negative value of their capital as calculated in accordance with the procedure established by legislation.
Article 87. The Foundation Documents of a Joint-stock Company
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)"; 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. The Foundation documents of a joint-stock company are the foundation agreement and the charter. The charter shall be foundation document of a joint-stock company which is founded by a sole participant.
The foundation documents of a joint-stock company shall be subject to notarisation.
2. The foundation agreement of a joint-stock company shall be concluded by the foundation parties. The foundation documents of a joint stock company must contain information as defined by this Code and other legislative acts.
3. The charter of a joint-stock company shall be approved by the general meeting of the foundation parties.
Article 88. The Charter Fund Charter Capital of a Joint-stock
Company
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
replaced by (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.
Article 88. The Announced and the Issued (Paid-Up) Authorised
Capital of Joint-Stock Companies
1. The announced authorised capital of a joint-stock company shall consist of the aggregate nominal value of all the shares announced to be issued and it shall be expressed in a single currency. A joint-stock company shall have the right to issue all or part of shares announced to be issued. Incomplete allotment of shares from an announced volume of an issue of a joint-stock company in the case of the closed-type allotment, shall not lead to reduction of the announced authorised capital.
2. Issued (paid-up) authorised capital of a joint-stock company shall consist of the aggregate nominal value of the issued shares.
3. The procedure for the formation of the announced and the issued (paid-up) authorised capital of a joint-stock company shall be defined in legislative acts.
Article 89. The Increase of the Charter Fund Charter Capital
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
replaced by (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.
Article 89. Increase of the Announced and of the Issued (Paid-Up)
Authorised Capital
1. A joint-stock company shall have the right, pursuant to a decision of the general meeting of its shareholders, to increase the announced authorised capital by way of increasing the nominal value of the shares or by issuing additional shares. Increasing of the announced authorised capital of a joint-stock company shall be allowed only after it has been fully paid.
2. A decision to increase the issued (paid-up) authorised capital by way of issuing new shares within the announced authorised capital, shall be taken by the board of directors of a joint-stock company (in a joint-stock company which has no board of directors - by the general meeting of the joint-stock company's shareholders) in accordance with the procedure established by legislation. A joint stock company shall not have the right to issue shares when it makes losses, except for the cases provided for by legislative acts.
3. When a joint-stock company announces its intent to issue shares or any other securities convertible into shares, then it shall be obliged to offer those new shares or securities convertible into shares, on equity terms to its shareholders in accordance with the pre-emption right, in proportion to the shares they hold, and in accordance with the procedure established by legislation.
4. The procedure for increasing the announced and the issued (paid-up) authorised capital shall be defined in legislative acts.
Article 90. Reduction of the Charter Fund Charter Capital
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;
(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
replaced by (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.
Article 90. Reduction of the Announced and of the Issued (Paid-Up)
Authorised Capital
Reduction of the announced and of the issued (paid-up) authorised capital of a joint-stock company shall be carried out in accordance with the procedure established by legislation.
Article 91. Issue and Distribution of Securities and Payment of
Dividend
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
replaced by (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. The types of securities to be issued by joint-stock companies shall be defined in legislative acts.
A joint-stock company shall have the right to issue only registered shares.
2. A joint-stock company shall allot its shares as follows:
by the closed-type method - amongst its foundation parties and a pre-determined circle of persons;
by the private method - amongst qualified investor;
by the open-type method - amongst an indefinite circle of persons by way of holding an auction and(or) free trade in accordance with legislation concerning the securities market.
Special consideration in the registration of share issues of joint-stock companies and in their allotment shall be defined by legislation concerning the securities market.
3. A joint-stock company shall have the right to issue debentures secured with a pledge of the company's own property, those secured with guarantees of third parties, unsecured debentures. Joint-stock companies shall have the right to issue coupon bonds and discounted bonds. The terms and the procedure for issuing debentures shall be defined by legislation concerning the securities market.
4. The form, method and the procedure for payment of income on securities shall be defined in the charters of joint stock companies or in prospectuses of issues (terms of issues) of securities subject to special considerations provided for by legislative acts.
5. A joint-stock company shall not have the right to pay dividends on its ordinary shares in the forthcoming year when its owned capital is negative nor when a company shows the symptoms of insolvency or illiquidity, in accordance with legislation concerning bankruptcy, nor when indicated symptoms are shown by a company after announcing and paying dividends.
Legislative acts may specify other circumstances prohibiting payment of dividends on ordinary shares, and issuing of debentures by joint-stock companies.
6. A joint-stock company shall have the right to issue derivative securities, options and convertible securities in accordance with the procedure defined by legislation.
Article 92. Managing a Joint-stock Company
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
(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. The general meeting of the shareholders of a joint-stock company shall be its supreme body.
2. The exclusive authority of the general meeting of shareholders shall be defined in legislative acts.
3. The taking of decisions on the issues comprised by the exclusive authority of the general meeting of shareholders, may not be delegated to other bodies of the joint-stock company.
4. A board of directors shall be formed in a joint-stock company, which shall exercise the general guidance of the company's business, except for deciding on the issues conferred by this Code, legislative acts and the company's charter, to the exclusive authority of the general meeting of shareholders. The issues which are conferred by this Code, legislative acts and the joint-company's charter to the exclusive authority of the board of directors, may not be delegated to the executive body of the joint-stock company to be decided on.
The charter of a closed-type joint-stock company may provide for the possibility of managing the joint-stock company without creating a board of directors. In this case, the issues conferred by this Code and legislative acts to the exclusive authority of the board of directors, shall be transferred to the exclusive authority of the general meeting of shareholders.
5. The executive body of a joint-stock company may be a collective body (board) or (and) a personal one (director, general director, president). It shall carry out the current management of the activities the joint-stock company and it shall report to the board of directors and the general meeting of the shareholders.
The exclusive [inserted by 12] authority of the executive body of a joint-stock company shall include the deciding on all the issues which do not constitute the exclusive authority of any other governing bodies of the company which is determined by legislation or by the foundation documents.
6. An audit commission may be formed or a company's auditor may be elected from amongst its shareholders or professional auditors (accountants) in order to perform supervision of financial and operational activities. The general meeting of shareholders shall not have the right to define the joint-stock company's annual financial statements without a report from the audit commission (auditor).
Other bodies may be formed by a joint-stock company in accordance with legislative acts.
7. The authority of the governing bodies of a joint-stock company and also the procedure for adopting by them of the resolutions and acting on behalf of the company, shall be determined by legislation in accordance with this Code and by the foundation documents. 8. Any shareholder shall have the right to demand at his expense an audit of the company's annual financial statements and of current state of its business by an independent auditor.
Article 93. Reorganisation and Liquidation of a Joint-stock
Company
[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]
1. A joint-stock company may be voluntary reorganised or liquidated upon the decision of the shareholders meeting. Any other bases and the procedure for reorganisation and liquidation of a joint-stock company shall be determined in this Code and any other legislative acts.
2. A joint-stock company shall have the right to transform into a limited liability partnership or a production co-operative.
IV. SUBSIDIARY ORGANISATION AND RELATED JOINT-STOCK COMPANY
replaced by (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.
Article 94. A Subsidiary 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
replaced by (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.
Article 94. A Subsidiary Organisation
1. A legal entity whose predominant part of the authorised capital (issued authorised capital) is formed by another legal entity (henceforth - principal organisation), or when in accordance with an agreement concluded by them (or otherwise) the principal organisation has the possibility to control the decisions of a given organisation, shall be recognised as a subsidiary organisation.
2. A subsidiary organisation shall not be liable for the debts of its principal organisation.
The principal organisation which pursuant to its agreement with a subsidiary organisation (or otherwise) has the right to issue instructions which are mandatory for it, shall be liable subsidiarily with the subsidiary with regard to the transactions entered into by the latter in order to implement such instructions.
In the case of bankruptcy of a subsidiary organisation, due to a fault of the principal organisation, the latter shall bear subsidiary liability with regard to its debts.
3. The participants of a subsidiary organisation shall have the right to demand from the principal organisation of the compensation of losses caused by its fault to the subsidiary organisation, unless it is otherwise established by legislative acts.
4. Special considerations with regard to the status of subsidiary organisations, which are not specified in this Article, shall be defined by legislative acts.
Article 95. Related Joint-stock Company
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
(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 joint-stock company shall be recognised as related where the other (participating, majority) legal entity has more than 20% of its voting shares.
2. The predominant (participating) legal entity must immediately publish the information concerning the acquisition by it of the relevant number of shares of the related joint-stock company in accordance with the procedure stipulated in legislative acts.
3. Mutual participation of joint-stock companies in the issued authorised capital of each other may not exceed twenty-five percent of either of issued (paid-up) authorised capitals, unless it is otherwise provided for by legislative acts. Joint-stock companies which mutually participate in issued (paid-up) authorised capitals of each other's, may not enjoy more than twenty-five per cent of votes in a general meeting of shareholders of each other's.
4. Special considerations concerning related joint-stock companies and joint-stock companies mutually participating in issued (paid-up) authorised capitals of each other's, which are not provided for by this Article, shall be defined by legislative acts.
V. PRODUCTIVE CO-OPERATIVE
Article 96. General Provisions Concerning
Productive Co-Operatives
as 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 voluntary association of citizens on the basis of the membership for joint entrepreneurial activities, which is based on personal labour participation and the co-operation by the members of their property contributions, shall be recognised as productive co-operatives.
2. Members of a co-operative must be not less than two.
3. Members of a productive co-operative shall bear a complimentary (subsidiary) liability on the obligations of the co-operative in the amounts in accordance with the procedure stipulated by the law concerning productive co-operatives.
4. The legal status of productive co-operatives and its members shall be determined in accordance with this Code and legislative acts.
Article 97. The Charter of a Productive Co-Operative
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)".
The charter of a productive co-operative must contain aside information indicated in paragraph 5 of Article 41 of this Code, the provisions concerning the size of unit shares of the co-operative's members; concerning the composition and the procedure for making contributions by the co-operative members and their liability for violating obligations associated with the making of contributions; concerning the nature and the procedure for the labour participation of its members in the activities of the co-operative, and their liability for violating the obligations with regard to the personal labour participation; concerning the procedure for the distribution of losses net income of the co-operative, concerning the membership and the authority of the governing bodies of the co-operative and the procedure for their adoption of decisions, in particular concerning the issues on which decisions are adopted unanimously or by a qualified majority of votes.
Article 98. Property of a Productive Co-Operative
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. Property which is in the ownership of a production co-operative, shall be divided into unit shares of its members in proportion to their contributions, unless it is otherwise stipulated in the charter of a given co-operative.
2. Net income of a co-operative shall be distributed amongst its members in accordance with their labour participation, unless any other procedure is stipulated in the charter of the co-operative.
3. In case of liquidation of a production co-operative, or a member exiting the co-operative, that member shall have the right to appropriation of his unit share.
Article 99. Managing Productive Co-Operatives
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 supreme body of a productive co-operative shall be the general meeting of its members.
In the productive co-operative there may be created a supervisory council which exercises the control of activities of the executive bodies of the co-operative. The members of a supervisory council shall not have the right to act on behalf of the productive co-operative.
Executive bodies of a co-operative shall be the board and (or) its chairman. They shall carry out the current management of the activities of the co-operative and they shall be accountable to the supervisory council and the general meeting of the members of the co-operative. Only co-operative's members may be supervisory council and the board of a productive co-operative. A member of a co-operative may not be at same time the member of the supervisory council and the member of the board.
2. The authority of the governing bodies of a productive co-operative and the procedure for its adoption of decisions as well as their acting on behalf of the co-operative shall be determined in legislative acts and the foundation documents.
3. The following shall be referred to the executive authority of the general meeting of the members of a productive co-operative:
1) alteration of the charter of the co-operative;
2) formation of the executive, audit bodies and supervisory council, and the removal of their members;
3) acceptance and exclusion of the members of the co-operative.
4) approval of financial statements of the co-operative and distribution of its net income;
5) the decision concerning the reorganisation or liquidation of the co-operative. Also, any other issues. may be referred by legislative acts and the foundation documents to the exclusive authority of the general meeting.
The issues which are referred to the exclusive authority of the general meeting or the supervisory council of a co-operative may not be delegated by them for the resolution of an executive body of the co-operative.
4. A member of a co-operative shall have one vote when a decision is adopted by the general meeting.
Article 100. The Cessation of Membership in a Productive
Co-Operative
(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 member of a productive co-operative shall have the right to leave the co-operative at his discretion. In that case, he must be paid or given his share and also any other benefits must be issued, which are stipulated in the charter.
The return of the share or any other assets to the co-operative member who is leaving shall be carried out upon expiry reporting period and the approval of the financial statements of the co-operative.
2. A member of a productive co-operative may be excluded from the co-operative upon the decision of the general meeting in the case of a failure to execute or improper execution of the duties which are delegated to him by the charter of the co-operative and also in any other cases which are stipulated in legislative acts and the foundation documents.
The exclusion from membership of a productive co-operative may be challenged in the court.
