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ORDER OF THE MINISTER OF JUSTICE OF THE REPUBLIC OF KAZAKHSTAN

of February 24, 2015 No. 106

About approval of standard charters of the legal entities belonging to subjects of small, medium and big business

(as amended of the Order of the Minister of Justice of the Republic of Kazakhstan of 30.09.2020 No. 436)

According to article 7 of the Law of the Republic of Kazakhstan of April 17, 1995 "About state registration of legal entities and accounting registration of branches and representations" PRIKAZYVAYU:

1. Approve:

1) standard charter of joint-stock company according to appendix 1 to this order;

2) the standard charter of limited liability partnership according to appendix 2 to this order;

3) the standard charter of partnership with the accessorial liability according to appendix 3 to this order;

4) the standard charter of partnership in commendam according to appendix 4 to this order;

5) the standard charter of complete partnership according to appendix 5 to this order;

6) the standard charter of production cooperative according to appendix 6 to this order.

2. To provide to department of registration service and organization of legal services of the Ministry of Justice of the Republic of Kazakhstan state registration of this order and its official publication according to the procedure, established by the legislation.

3. To impose control of execution of this order on the deputy minister of justice of the Republic of Kazakhstan Abd_rayy B. Zh.

4. This order becomes effective after ten calendar days after day of its first official publication.

Minister of Justice of the Republic of Kazakhstan

B. Imashev

Appendix 1

to the Order of the Minister of Justice of the Republic of Kazakhstan of February 24, 2015 No. 106

Standard charter of joint-stock company

Chapter 1. General provisions

1. This Charter of joint-stock company ______________________

_____________________________________________________________________
                         (the name is specified in the statement)

(further - society) determines its name, the location, procedure for forming and competence of its bodies, conditions of reorganization and the termination of its activities and other provisions which are not contradicting the legislation of the Republic of Kazakhstan.

2. Society is legal entity according to the legislation of the Republic of Kazakhstan, has separate balance, bank accounts, can acquire and perform on its own behalf the property and personal non-property rights, perform duty, to be claimant and the defendant in court.

3. Society has forms with the name and other details necessary for implementation of its activities.

4. Society in the activities is guided by the Constitution, the Civil code, the Law of the Republic of Kazakhstan "About joint-stock companies" (further - the Law), other regulatory legal acts of the Republic of Kazakhstan, and also this Charter.

5. Society has the right according to the procedure, established by the legislation of the Republic of Kazakhstan, to participate in the authorized capital of legal entities.

6. According to the procedure, provided by legal acts of the Republic of Kazakhstan, society has the right to create branches (representations) located out of the place of its stay, Regulations on them not being legal entities and acting for and on behalf of society on the basis of the.

Chapter 2. Name and location of executive body of society

1) in state language ___________________________________

                                                (it is specified in the statement)

2) in Russian ___________________________________________

                                              (it is specified in the statement)

8. Abbreviated name of society: _________________________

1) in state language ___________________________________

                                               (it is specified in the statement)

2) in Russian ___________________________________________

                                               (it is specified in the statement)

9. Location of executive body of society

_______________________________________________________________

                                           (it is specified in the statement)

Status of the subject of private entrepreneurship __________________

                                                           (it is specified in the statement)

Chapter 3. Rights and obligations of shareholders of society

10. The shareholder of society has the right:

1) to participate in the management of society according to the procedure provided by the Law and the charter of society;

1-1) in case of ownership independently or in total with other shareholders in five and more percent of voting shares of society to suggest Board of Directors to include additional questions in the agenda of general shareholder meeting according to the Law;

2) to receive dividends;

3) to obtain information on activities of society, including to get acquainted with the financial reporting of society, according to the procedure, determined by general shareholder meeting or the charter of society;

4) to receive the statements from the central depositary or the nominee holder confirming its property right to securities;

To offer 5) to general meeting of shareholders of society of the candidate for election in Board of Directors of society;

To dispute 6) judicially the decisions made by bodies of society;

7) in case of ownership independently or in total with other shareholders in five and more percent of voting shares of society to address to judicial authorities on its own behalf in the cases provided by the Law with the requirement about compensation to society by officials of society of the losses caused to society and return to society by officials of society and (or) their affiliirovanny persons of the profit (income) got by them as a result of decision making about the conclusion (offers to the conclusion) large deals and (or) transactions in which making there is interest;

8) to make in society written requests on its activities and to receive motivated answers within thirty days from receipt date of request in society;

9) on part of property in case of liquidation of society;

10) the preferential share purchase or other securities of society converted into its shares, according to the procedure, established by the Law, except as specified, provided by legal acts;

11) to participate in adoption by general shareholder meeting of the decision on the change of number of shares of society or change of their type according to the procedure provided by the Law.

10-1. The shareholders owning independently or in total with other shareholders in five and more percent of voting shares of the society having the right to obtain information on amount of remuneration following the results of year of the certain board member and (or) executive body of society in case of simultaneous availability of the following conditions:

establishment of the fact of intentional false representation of shareholders of society by court by this board member and (or) executive body of society for the purpose of obtaining by it (them) or its affiliates of profit (income);

if it is proved that unfair actions and (or) failure to act of this board member and (or) executive body of society entailed emergence of losses of society.

11. The large shareholder also has the right:

1) to require convocation of extraordinary general shareholder meeting or to take a legal action with the claim for its convocation in case of refusal of Board of Directors in convocation of general shareholder meeting;

2) it is excluded

3) to require convocation of meeting of the Board of Directors;

4) to require carrying out audit of society by auditing organization at own expense.

12. Shareholders owners of preferred shares have the privilege before shareholders owners of common shares to receipt of dividends in in advance determined guaranteed size established by the charter of society, and on part of property in case of liquidation of society according to the procedure, established by the Law.

12-1. Accomplishment of the requirement provided by subitem 1-1) of Item 10 surely for the body or persons convening general meeting.

13. The shareholder of society shall:

1) to pay shares;

2) within ten working days to inform the central depositary and (or) the nominee holder of the shares belonging to this shareholder on change of the data necessary for maintaining system of registers of shareholders of society;

3) not to disclose information on society or its activities, component the office, commercial or protected by the law other secret;

4) to fulfill other duties according to the Law and other legal acts of the Republic of Kazakhstan.

Chapter 4. Bodies of society and procedure for their education

14. Bodies of society are:

1) the supreme body - general shareholder meeting (in society which all voting shares are owned by one shareholder, - this shareholder);

2) governing body - Board of Directors;

3) executive body - the board or person solely performing functions of executive body (chief executive).

15. At the first general shareholder meeting the Board of Directors of society is elected. Persons, the elected to structure of Board of Directors, can be re-elected unrestricted number of times if other is not stipulated by the legislation the Republic of Kazakhstan and the charter of society.

The term of office of Board of Directors is established by general shareholder meeting. The term of office of Board of Directors expires at the time of holding general shareholder meeting on which there takes place election of new Board of Directors.

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