ESTABLISHMENT OF A LIMITED LIABILITY PARTNERSHIP

2.ESTABLISHMENT OF A LIMITED LIABILITY PARTNERSHIP

A Limited Liability Partnership Establishment Procedure

1. Establishment of a limited liability partnership shall start when its founders enter into a foundation agreement (Article 14 herein) and end at the time when the state registration of the partnership as a legal entity is completed (Article 19 herein).

2. А limited liability partnership establishment procedures shall be terminated prior to their completion in the event, that: 1) within a year the appropriate application for state registration of the partnership has not been submitted following the day of closing the foundation agreement or within another period established in the foundation agreement; 2) the state registration of a partnership has been denied, provided that such denial has not been appealed in the judicial procedure within the established period, or the refusal has been appealed but such appeal has been refused.

3. When the procedures for the establishment of a limited liability partnership have been terminated prior to their completion (Paragraph 2 of this Article): 1) the founders of the partnership who have contributed moneys, securities, things, property rights, including rights to the results of intellectual activities and other assets contributed for the formation of the Charter Fund shall have the right to require immediate return of such assets; 2) a trust management agreement, which has been closed on the basis herein and provided that there is no other agreements between the parties thereto, shall terminate and the property transferred under such agreement shall be returned.

4. When the procedure of a limited liability partnership establishment has been terminated prior to its completion (paragraph 2 of this Article), the partnership may be established if the founders sign a new foundation agreement. In such case the circumstances for which state registration has been refused must be taken into consideration.

Foundation Agreement of a Limited Liability Partnership

1. A limited liability partnership shall be established on the basis of the foundation agreement.

2. The foundation agreement of a limited liability partnership shall include: 1) a decision on the establishment of the partnership, its business name and location; 2) a list of the partnership’s founders together with mention of their name, location, bank details (in case a founder is a legal entity), or their names, place of residence, and their ID details (if a founder is a physical person); 3) the procedure for the partnership’s establishment; obligations associated with its establishment, as well as other terms and conditions under which the founders carry out their activities associated with the partnership’s establishment; determination of the powers of the said persons, as well as other persons who are authorized to represent stakes of the partnership under establishment during the process of its establishment and registration; 4) the amount of the partnership’s Charter Fund; 5) details on the copartners, the size and the dates for each founder to pay contributions to the partnership's Charter Fund, or information on the money value of contributions made in kind or in the form of property rights; the procedure for making resolutions regarding additional contributions to the partnership's Charter Fund, as well as consequences of failure to make timely contributions into the partnership's Charter Fund; 6) determination of the stake of a founder in the partnership; the procedure of transferring stakes within the partnership; 7) approval of the partnership's Charter; 8) the procedure of distributing the partnership’s net income. 4 As per the founders’ decision, other terms and conditions associated with the partnership’s establishment and its activities which do not contradict this Law and other legal acts may be included into the foundation agreement.

3. The purpose and goal of the limited liability partnership’s activities may be stipulated in the partnership's foundation agreement.

4. The foundation agreement of a limited liability partnership is a document which within other documents represents a commercial secret, unless otherwise is provided for in the foundation agreement, and it shall be submitted to state and other official bodies, as well as to the third parties only as per the decision of the partnership’s bodies or in cases provided for in the legislative acts. It is not required that the foundation agreement be submitted to the registration body during the state registration.

5. The terms and conditions of the foundation agreement shall be mandatory to the founders who have signed the agreement, as well as to any new copartners that enter into the partnership after its establishment and registration.

. The Charter of a Limited Liability Partnership

1. The Charter of a limited liability partnership shall be a document determining the partnership’s legal status as a legal entity. During the state registration of a partnership, its Charter shall be viewed as the foundation document.

2. The Charter of a limited liability partnership shall include: 1) the partnership’s business name, location and address; 2) a list of the copartners of the partnership (except for a partnership copartners’ registry which is maintained by the registrar) with the mention of their names, location, bank details (in case the founder is a legal entity), or their names, place of residence and ID details (in case the founder is a physical person); 3) information on the size of the partnership's Charter Fund; 4) the procedure of forming the bodies of the partnership and their competence; 5) terms and conditions of reorganization and termination of the partnership’s operations. 6) the procedure of the partnership’s net income distribution when the registry of the partnership’s copartners is maintained by the registrar. Subparagraph 7) is incorporated into the Article in accordance with the RK Law of February 19, 2007 N230-III 7) The procedure and dates of presenting information on the partnership’s operations to the copartners and purchasers of the stakes. Subparagraph 8) is incorporated into the Article in accordance with the RK Law of February 19, 2007 N230-III 8) rights and obligations of the partnership’s copartners. If a partnership is established by one person, the procedure for the formation of its assets and distribution of incomes shall be provided for in its Charter. The partnership’s Charter may also include other provisions, provided that such provisions do not conflict with the Republic of Kazakhstan law. 6 The partnership's Charter may provide for the subject and goals of its activities.

3. The Charter shall be approved by the general meeting of founders unanimously and signed by all founders or their authorized representatives.

4. The partnership's Charter should be notarized.

5. Copies of the partnership's Charter, as well as all documents on subsequent changes thereto, which have been notarized, shall be safekept in the body which has carried out the state registration of the partnership. All stakeholders have the right to familiarize themselves with the partnership’s Charter.

6. A partnership shall have the right to carry out its activities on the basis of a Model Charter of a limited liability partnership, as approved by the Government of the Republic of Kazakhstan. In this case, the Charter does not have to be presented during the partnership’s state registration.

The State Registration of a Limited Liability Partnership

1. A limited liability partnership shall be considered to be established following the time of its state registration.

2. The state registration of a limited liability partnership shall be carried out by the bodies of justice in the procedure provided for in the law on the registration of legal entities.

3. Information on the state registration, including information on the partnership’s business name, size of the Charter Fund, founders and executive bodies, as well as its location shall be entered into the publicly held legal entities’ state registry and it does not represent the partnership’s commercial secret. 4. In order to carry out the state registration of a limited liability partnership, the founders should submit the following documents: 1) an application for the establishment of the partnership, signed by the person authorized by the founders to establish the partnership; 2) the partnership's Charter (Article 17 herein); 3) a document confirming that the fee for the state registration of a legal entity has been paid out. 4.1 For the purpose of the state registration of limited liability partnership which has been reorganized from a joint stock company the registry of which is being maintained by the registrar the following documents should be presented: 7 1) an application for the establishment signed by a person authorized by the general meeting of shareholders which made a decision on restructuring of a joint stock company into a partnership; 2) the partnership’s Charter; 3)a list of the partnership’s copartners made by a person based on the data of the registry of holders of shares which has been signed by a person authorized by the general meeting of shareholders, which made a decision on restructuring into a partnership, and by the registrar.

5. In the event that the founders of a partnership made a decision to carry out their activities on the basis of a Model Charter of a limited liability partnership(Paragraph 6, Article 17 herein), it is not required to submit the Charter during the state registration of the partnership. However, the following information must be set out in the application for registration on the basis of the Model Charter: 1) the name of the partnership and its location; 2) the size of the partnership’s Charter Fund; 3) a list of partnership’s copartners with an mention of their names, location, bank details (if a founder is a legal entity), or their name, place of residence and ID details (if a founder is a physical entity); 4) reference to the fact that the partnership will carry out its activities on the basis of a Model Charter. The application shall be signed by all founders, the authenticity of whose signatures shall be notarized.

6. The body that carries out the state registration of the partnership shall not have the right to require that the founders of the partnership submit any other documents.

Formation of the Charter Fund of a Limited Liability Partnership

1. The Charter Fund of a limited liability partnership shall be formed by means of pooling together the contributions of the founders (copartners).

2. The initial size of the Charter Fund shall be equal to the amount of the founders’ contributions and may not be less than the amount equivalent to one hundred monthly settlement indices as of the date the documents for the partnership’s state registration have been submitted. Modifications are incorporated into paragraph 3 in accordance with the RK Law of February 2, 2006, N 127-III

3. Contributions to the Charter Fund of a limited liability partnership may be made in cash, securities, in kind, property rights, including the right to land usage and the right to the results of intellectual activities, as well as other assets (except for special finance companies, established in accordance with the Republic of Kazakhstan Law on Securitization, the Charter Find of which is formed exclusively in cash). Please note the procedure of inclusion of intellectual property objects into intangible assets. Contributions may not be made in the form of personal non-property rights and other intangible assets. 4. Contributions of founders (copartners) into the Charter Fund made in kind or in the form of property rights shall be stated in money terms upon consent of all founders or the decision of the general meeting of partnership’s copartners. If the value of such deposit exceeds the amount equivalent to twenty thousand monthly settlement indices, its amount has to be confirmed by an independent expert. 5. In the event that the right to use the assets is transferred as a contribution to the partnership, the size of such contribution shall be determined according to the fee for such use computed for the total period mentioned in the foundation documents. The early withdrawal of assets, the right to the use of which is a contribution to the partnership’s Charter Fund shall not be permitted without consent of the general meeting. Unless otherwise is provided for in the foundation documents, the risk of incidental destruction or damage to assets that has been transferred for use by the partnership shall be borne by the owner of the assets.

6. Unless otherwise is provided for by the foundation agreement, the proportion of the contribution of each copartner to the total Charter Fund shall be the stake of each copartner in the Charter Fund. Such stake may be expressed as a fraction or a percent of a whole. Any change in the size of the Charter Fund, related to admission of new copartners into the limited liability partnership or with any of the former copartners leaving the partnership, shall lead to relevant restatement of the copartners’ stakes in the Charter Fund as of the time of such admission or withdrawal. Subparagraph 7 is incorporated into the Article in accordance with the RK Law of December 29, 2003 N 512-II.

7. A division of a land plot in kind the right to which has been transferred as a contribution into the partnership’s Charter Fund (including the right to a personalized land plot) shall be carried out in accordance with the Republic of Kazakhstan Land Code.

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