GOVERNANCE OF A LIMITED LIABILITY PARTNERSHIP.

3.GOVERNANCE OF A LIMITED LIABILITY PARTNERSHIP.

Bodies of a Limited Liability Partnership

1. The bodies of a limited liability partnership shall be, as follows: 1) the highest body of a partnership shall be its general meeting of copartners (the general meeting); 17 2) the executive body of a partnership (one-man or collegial).

2. The Charter of a limited liability partnership may provide for the formation of a supervisory body of the partnership (supervisory board) and/or a controlling body of the partnership (revision commission, inspector).

3. The competence of the bodies of a limited liability partnership, as well as the procedure whereby they make decisions or act on behalf of the partnership shall be established herein, other legal acts and the partnership’s Charter.

The General Meeting of a Limited Liability Partnership

1. The highest body of a limited liability partnership (the general meeting) shall be convened as a regular general meeting of copartners (Article 44 herein) or as an extraordinary general meeting of copartners (Article 45 herein).

2. All copartners of a limited liability partnership shall have the right to attend the general meeting, take part in the discussion of issues on the agenda, and vote in making decisions. Provisions of a partnership’s Charter or any other documents, resolutions, which restrict the aforementioned rights of the partnership’s copartners, shall be invalid.

3. A copartner in a limited liability partnership may take part in the general meeting personally or through his representative. Members of the executive body and members of controlling bodies shall not have the right to act as representatives of copartners in the partnership at general meetings, except for instances where the truster himself is a member of such executive body or a regulatory body of the partnership (revision commission). Other entities shall have the right to act as representatives of a copartner in the partnership who is a physical person. A power of attorney for a physical person to participate as a representative in the general meeting should be either issued in the form provided for in paragraph 4 or in paragraph 5, Article 167 of the Republic of Kazakhstan Civil Code (the General Part), or it should be notarized. The director of a copartner in the partnership, which copartner is a legal entity, shall have the right to act as a representative of the copartner without a power of attorney, or any other representative of the legal entity may act as a copartner on the basis of a power of attorney. A power of attorney for a legal entity to participate as a representative in the general meeting shall be issued in the form provided for in paragraph 6, Article 167 of the Republic of Kazakhstan Civil Code (the General Part). 4. In instances where trust management is established of a copartner’s stakes, the trust manager shall have the right to act as the representative of the copartner at the general meeting provided that no other provisions are stipulated in the agreement between the copartner and the trust manager or by legal acts on the establishment of trust management of assets. Requirements to the procedure for representing of a copartner’s interests shall be provided for in the law on trust management of assets.

5. When voting at a general meeting, each copartner of the limited liability partnership shall have the number of votes proportionate to his stake in the partnership’s Charter Fund, except for instances where another procedure for determining votes is provided for in the first part of paragraph 7, Article 47 herein or in the partnership’s Charter.

6. Members of the executive body of a limited liability partnership, who are not copartners of the partnership, may participate in the general meeting with an advisory capacity, unless otherwise is provided for in the partnership’s Charter.

The Executive Body of a Limited Liability Partnership

1. If the Charter of a limited liability partnership does not provide for the establishment of the partnership’s collegial executive body (the directorate, the management board, etc.), the dayto-day management of the partnership’s activities and conducting its business affairs shall be carried out by a sole executive body (director, manager). The provisions herein on the members of the executive body, except for those that are directly associated with the collegiality of the executive body shall apply to the sole executive body.

2. While fulfilling his/her duties a member of the executive body shall act in the interests of the partnership reasonably and in good faith.

3. Members of the executive body shall be elected by the general meeting for a period determined, but no longer than for five years.

4. Only a physical person may act as a member of the executive body of the partnership. Such person may not be a copartner of the partnership.

Merger and Take over of a Limited Liability Partnership

1 Two or several limited liability partnerships shall be merged by means of full consolidation of the partnerships’ assets. A new partnership shall arise as a result of the merger. The partnerships, which have joined the new partnership, shall terminate their activities. In this case, all rights and obligations of each partnership participating in the merger shall be transferred to a newly established partnership in compliance with the Conveyance Act. 27

2. Two or several limited liability partnerships shall be taken over by another limited liability partnership by means of inclusion of the taken-over partnerships’ assets into the assets of the taking-over partnership. In this case, the taken-over partnerships’ operations shall be terminated and their rights and obligations shall be conveyed to the taking-over partnership via the Conveyance Act. The Charter Fund of the latter shall be amended in order to reflect the changes associated with the reorganization.

3. The executive bodies of limited liability partnerships participating in merger or take-over shall draft merger and take-over agreements and make available the merger concerns for consideration of the general meeting of copartners of each partnership and submit the merger/take-over contracts to be approved by the general meeting of copartners. The agreed upon text of an agreement on merger or take-over shall be signed by the partnerships’ executive bodies, which are so authorized. A merger/take-over agreement shall include information on the partnership’s business name, location and the address of each partnership participating in the merger or take-over, summary balance sheet, and it shall set forth the procedure and terms and conditions for such merger/takeover.

4. Each limited liability partnership participating in merger/take-over shall within two months following the date when the merger/take-over resolution has been made by the general meeting of copartners post written merger/take-over notices to all its creditors and publish relevant advertisements in the official printed media. Information on other partnerships participating in the merger/take-over shall be appended to the notice (advertisement) as set forth in paragraph 3 of this article. The partnership’s creditors shall have the right to request in writing within two months following the receipt of such notice or the date of advertisement publication that the partnership shall provide additional guarantees or early termination or discharge of its relevant obligations and indemnification of losses. Such requirements shall be submitted to the partnership in writing, and copies thereof may be filed with a body that has carried out the state registration of the partnership.

5. As soon as the general meeting of copartners of limited liability partnerships has made the merger/take-over decision each partnership participating in merger/take-over shall inform their creditors on obligations that arise thereafter. On the basis of the merger/take-over agreement the copartners of the partnerships which are in the process of merger/take-over shall draw up and sign the foundation agreement at the foundation meeting and in case of merger they shall also approve the Charter of the newly established partnership and elect its executive and other bodies.

Split-up and Split-off of a Limited Liability Partnership

1. A limited liability partnership shall be split-up through the distribution of this partnership’s assets between two or several newly formed limited liability partnerships. In this case the split-up partnership’s rights and obligations shall be transferred to newly formed partnerships in accordance with the separation balance sheet.

2. The split-off of one or several limited liability partnerships from a limited liability partnership shall be realized through splitting off a part of the partnership’s assets and transferring it to one or several newly established partnerships. In this case a portion of the reorganized partnership’s rights and obligations shall be transferred to the newly formed partnerships in accordance with the separation balance sheet.

3. The executive body of the limited liability partnership that is undergoing reorganization shall draft a plan for split-up or split-off, as well as draft Charters for the newly established partnerships, and it shall submit to the general meeting of copartners the split-up/split-off issues for review, the split-up/split-off plan for approval, the Charters of the newly established partnerships and the separation balance sheet for approval, as well as the election of the executive bodies and other bodies of the newly established partnerships. 28

4. Unless otherwise is provided for in the Charter of a limited liability partnership when the partnership is undergoing a split-up/split-off procedure each copartner shall have the right to receive a stake in the Charter Fund of each newly established partnership, which stake is equal to his stake in the Charter Fund of the partnership under reorganization.

5. Following the time when the general meeting of copartners of a limited liability partnership has made the split-up/split-off decision, the partnership shall inform their creditors of obligations that arise after the decision has been made.

6. A limited liability partnership shall within two months following the date when the splitup/split-off decision has been made by the general meeting of copartners send written splitup/split-off notices to all its creditors and publish relevant advertisements in the official printed media. The separation balance sheet, as well as the information on the partnership’s business name, location and address of each of the newly established partnerships shall be appended to the notice (advertisement).

7. The partnership’s creditors shall have the right to require from the partnership in writing within two months following the receipt of such notice or the date of advertisement publication early termination or discharge of its relevant obligations and indemnification of losses. Such requirements shall be submitted to the partnership in writing and copies thereof may be filed with a body that has carried out the state registration of the partnership.

8. The limited liability partnerships that have been formed as a result of a split-up/split-off shall bear joint liability on its obligations within one year following the registration of newly established partnerships.

The use of literature

1. https://en.wikipedia.org/wiki/Limited_liability_partnership

2. http://adilet.zan.kz/rus/docs/Z980000220_

3.https://www.ifc.org/wps/wcm/connect /kz_LLP_law.pdf?MOD=AJPERE

4. http://www.investopedia.com

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