THE CONCEPT OF A LIMITED LIABILITY PARTNERSHIP

1.THE CONCEPT OF A LIMITED LIABILITY PARTNERSHIP

The concept of a limited liability partnership

1. A limited liability partnerships means a partnership which is established by one or more persons, the Charter Fund of which is divided into stakes, the size of such stakes is set forth in the foundation documents; copartners of a limited liability partnership are not to be held liable with regard to its obligations and bear the risk of losses associated with the partnership’s operations within the size of their contributions. Exceptions to this rule may be provided for in the Civil Code of the Republic of Kazakhstan and herein. A limited liability partnership is considered to be established for an indefinite term, unless the foundation documents of the partnership stipulate that it has been established for a defined time period or a specific goal.

2. A limited liability partnership shall be a legal entity.

3. A limited liability partnership shall be liable for its own obligations with all assets it owns. A partnership shall not be held liable for its copartners’ obligations.

4. A partnership’s copartners, who failed to make their contributions into the Charter Fund in full, shall bear joint liability for its obligations within the value of that part of each copartner's contribution, which has not been paid in.

A Limited Liability Partnership’s Business Name .

1. A limited liability partnership shall have a business name which shall consist of the business name of the partnership, as well as the words "limited liability partnership" or the acronym "LLP". An additional liability partnership’s business name shall contain the words "additional liability partnership" or the acronym "ALP", accordingly. A partnership shall have the state registration using such business name. A partnership shall have the right to use an abbreviated form of the business name and its equivalents in foreign languages.

2. The limited liability partnership’s business name, which has been established with foreign participation, may have the mention of the citizenship of its founders.

Branches and Representative Offices of a Limited Liability Partnership

1. A limited liability partnership shall have the right to establish branches and representative offices outside its location in compliance with Article 43 of the Republic of Kazakhstan Civil Code (The General Part). A limited liability partnership shall provide the information to the body that has carried out its state registration about the establishment of its branches and opening of representative offices together with their location details.

2. The decision to establish branches and open representative offices of a limited liability partnership shall be made by the executive body of the partnership, unless the partnership's Charter envisages that such decisions are made by the general meeting of its copartners. Modifications are incorporated into Article 8 in accordance with the RK Law of May 21, 2002, N 323-II

Rights of Copartners of a Limited Liability Partnership

1. Copartners of a limited liability partnership shall have the right to: 1) take part in the management of the partnership's affairs in the procedure provided for herein and in the partnership's Charter; 2) receive information on the partnership's activities and have access to its accounting records and other documents in the procedure provided for in the partnership's Charter; 3) receive income from the partnership's activities in accordance with this Law, the partnership's foundation documents and decisions of its general meeting; 4) receive, in the event of the partnership's dissolution, the amount of that part of assets remaining after settlements with creditors, or that part of assets in kind, given the consent of all copartners in the partnership; 5) terminate their participation in the partnership through withdrawal of their stakes in the procedure provided for herein. Subparagraph 6 is incorporated into the Article in accordance with the RK Law of February 19, 2007 N230-III 6) contest under the judicial procedure the decisions made by the partnership’s body, which violate their rights envisaged herein and/or the partnership’s Charter.

2. Copartners of a limited liability partnership may also have other rights provided for herein and the foundation documents. Modifications are incorporated into Article12 in accordance with the RK Law of July 8, 2005 N 72-III

Obligations of Copartners of a Limited Liability Partnership

1. Copartners of a limited liability partnership shall: 1) comply with the requirements of the foundation agreement; 2) make contributions to the partnership's Charter Fund in the procedure, amount, and within the time period provided for in the foundation documents; 3) not disclose the information that the partnership has stated as commercial secret. Subparagraph 4 is incorporated into the Article in accordance with the RK Law of February 19, 2007 N230-III 4)inform the executive body in writing as well as the registrar in case of maintaining the registry of the partnership’s copartners regarding alterations of data envisaged in subparagraph 2, paragraph 2, Article 17 herein

2. Copartners of a limited liability partnership may have other obligations provided for in the partnership’s foundation documents, herein and other Republic of Kazakhstan legislative acts.

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