Document from CIS Legislation database © 2003-2021 SojuzPravoInform LLC

LAW OF THE REPUBLIC OF KAZAKHSTAN

of April 22, 1998 No. 220-I

About partnerships with the limited and accessorial liability

(as amended on 03-07-2020)

Chapter I. General provisions

Article 1. The relations regulated by this Law

1. This Law determines according to the Civil code of the Republic of Kazakhstan legal status of partnerships with the limited and accessorial liability, the rights and obligations of their participants, procedure for creation, activities, reorganization and liquidation of partnerships.

2. The features of partnerships with the limited and accessorial liability created with foreign participation can be determined by legal acts for foreign investments.

Features of the partnerships with the limited and accessorial liability performing separate types of banking activities or being professional participants of the insurance market, can be determined by legal acts of the Republic of Kazakhstan.

2-1. Participation of the state in limited liability partnerships and feature of management of them are determined by the Law of the Republic of Kazakhstan "About state-owned property".

3. Rules of this Law as other not stipulated in Article 3 presents of the Law are applied to partnership with the accessorial liability.

Article 2. Concept of limited liability partnership

1. Limited liability partnership the partnership founded by one or several persons which authorized capital is divided into shares of the sizes determined by constituent documents is recognized; members of limited liability partnership do not answer for its obligations and bear risk of the losses connected with activities of partnership, within the cost of the contributions made by them. Exceptions of this rule can be provided by the Civil code of the Republic of Kazakhstan and this Law.

The limited liability partnership is considered created sine die if constituent documents of partnership do not provide that it is created for certain term or for achievement of particular purpose.

2. The limited liability partnership is legal entity.

3. The limited liability partnership answers for the obligations all property belonging to it.

The partnership does not answer for obligations the participants.

4. The participants of partnership who short made contributions to the authorized capital bear joint liability according to its obligations within the cost of not brought part of contribution of each of participants.

Article 3. Partnerships with the accessorial liability

1. Partnership with the accessorial liability the partnership which participants answer for its obligations the deposits to the authorized capital, and in case of insufficiency of these amounts the property which is in addition belonging to them in the amount of, multiple to the contributions made by them is recognized.

2. The extreme extent of responsibility of participants is provided in the charter.

3. In case of bankruptcy of one of participants its responsibility according to obligations of partnership with the accessorial liability is distributed between other participants in proportion to their deposits if other procedure for distribution of responsibility is not provided by constituent documents.

Article 4. Trade name of limited liability partnership

1. The limited liability partnership has trade name which shall contain the name of partnership, and also words "limited liability partnership" or abbreviation of "limited liability partnership". The trade name of partnership with the accessorial liability shall contain according to the words "partnership with the accessorial liability" or abbreviation of TDO. Under such trade name the partnership is subject to state registration.

The partnership has the right to use also reduced form of trade name and its equivalents in foreign languages.

2. The trade name of the limited liability partnership created with foreign participation can include specifying on the state accessory of his founders.

Article 5. Location and address of limited liability partnership

1. The location of limited liability partnership the location of its permanent body is recognized.

2. In case of change of the location by limited liability partnership the partnership shall inform on it the body performing state registration of legal entities to the actual address of partnership for entering of necessary changes into the National register of business and identification numbers.

Article 6. Legal capacity of limited liability partnership

1. The limited liability partnership is the commercial organization, has the civil laws and performs the duties necessary for implementation of the any kinds of activities which are not forbidden by the legislation of the Republic of Kazakhstan connected with its activities.

2. The limited liability partnership can be engaged in separate types of activity which list is determined by legal acts only based on the license.

Article 7. Branches and representative offices of limited liability partnership

1. Out of the place of the stay the limited liability partnership has the right to create branches and to open representations according to Article 43 of the Civil code of the Republic of Kazakhstan (General part).

The partnership shall inform the body which performed its state registration on creation of the branches and opening of representations, and also on the place of their arrangement.

2. Decisions on creation of branches and opening of representative offices of limited liability partnership are accepted by executive body of partnership if the charter of partnership does not provide that such decisions are made by general meeting of his participants.

Article 8. Members of limited liability partnership

1. Members of limited liability partnership are his founders, and also persons who acquired the right to share in property of partnership after its creation.

2. it is excluded

3. it is excluded

4. Organizations can be members of limited liability partnerships with the permission of the owner if other is not provided by legal acts.

Article 9.

It is excluded

Article 10. Features of legal status of the limited liability partnership consisting of one participant

1. The limited liability partnership cannot have other economic partnership consisting of one person as the single participant.

2. In the limited liability partnership consisting of one participant, the decisions which are within the competence of general meeting of participants are accepted by the single participant solely and are drawn up in writing. At the same time Articles 44the provisions -50 of this Law are not applied.

Article 11. Rights of members of limited liability partnership

1. Members of limited liability partnership have the right:

1) to participate in the administration of partnership according to the procedure provided by this Law and the charter of partnership;

2) to obtain information on activities of partnership and to get acquainted with its accounting and other documentation according to the procedure, provided by the charter of partnership;

3) to gain income from activities of partnership according to this Law, constituent documents of partnership and decisions of its general meeting;

To receive 4) in case of liquidation of partnership the cost of part of the property which remained after settlings with creditors or, under the agreement of all participants of partnership, part of this property in nature;

5) to stop participation in the partnership by alienation of the share according to the procedure provided by this Law;

To challenge 6) judicially the decisions of bodies of partnership violating them the rights provided by this Law and (or) the charter of partnership.

2. Members of limited liability partnership can have and other rights provided by this Law and constituent documents.

Article 12. Obligations of members of limited liability partnership

1. Members of limited liability partnership shall:

1) to observe requirements of the foundation agreement;

2) to make contributions to the authorized capital of partnership according to the procedure, the sizes and in the terms provided by constituent documents;

3) not to disclose data which partnership are announced by trade secret;

4) in writing to inform executive body, and also the central depositary in case of maintaining the register of participants of partnership on change of the data provided by the subitem 2) of Item 2 of article 17 of this Law.

2. Members of limited liability partnership can perform also other duties provided by constituent documents of partnership, this Law and other legal acts of the Republic of Kazakhstan.

Article 12-1. Affiliirovanny person of limited liability partnership

1. Affiliirovanny person of limited liability partnership (further this Article - partnership) the physical persons or legal entities (except for the state bodies performing control and supervising functions within the powers conferred to them) having opportunity directly are recognized and (or) to indirectly determine decisions and (or) to exert impact on accepted with each other (one of persons) decisions, including owing to the concluded bargain.

2. Affiliirovanny person of partnership are:

1) founders, participants;

2) close relatives, the spouse (spouse), close relatives of the spouse (spouse) of the physical persons specified in subitems 1), 3) and 9) of this Item;

3) officials of partnership or the legal entities specified in subitems 1), 4), 5), 6), 7), 8), 9), 10) and 11) of this Item;

4) the legal entity who is controlled by person specified in the subitem 1) of this Item or the official of partnership;

5) the legal entity in relation to whom the person specified in the subitem 1) of this Item or who is the official of partnership is large shareholder or has the right to respective share in property;

6) the legal entity in relation to whom the partnership is large shareholder or has the right to respective share in property;

7) the legal entity in relation to whom the legal entity specified in the subitem 6) of this Item is large shareholder or has the right to respective share in property;

8) the legal entity who together with partnership is under control of the third party;

9) the face tied with partnership the agreement according to which it has the right to determine the decisions made by partnership;

10) person who independently or jointly with the affiliirovanny persons owns uses, disposes of ten or more percent of voting shares (shares in the authorized capital) the legal entities specified in subitems 1), 4), 5), 6), 7), 8), 9) and 11) of this Item;

11) the other person who is affiliirovanny person of partnership according to legal acts of the Republic of Kazakhstan.

2. Control over partnership or other legal entity is opportunity to determine the decisions made respectively by partnership or other legal entity.

Article 12-2. Disclosure of information about affiliirovanny persons of limited liability partnership

1. The information about affiliirovanny persons of limited liability partnership is not information, component the office, commercial or protected by the law other secret.

2. The limited liability partnership shall record the affiliirovanny persons based on the data represented by these persons.

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