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Additional Contributions of Participants in a Limited Liability Partnership (LLP)
📘 I. General Characteristics of the Institution
Additional contributions are voluntary monetary or in-kind contributions made by LLP participants beyond their initial contributions, for the purposes of:
· increasing working capital;· financing a project;· covering losses;· restoring solvency.
📌 They do not increase the charter capital unless explicitly stated otherwise.
📑 II. Commentary on the Content of the Article
🔹 1. Possibility of Making Additional Contributions
“If the LLP charter does not provide otherwise…”
🔍 By default (if the charter does not prohibit it), the general meeting may adopt a decision on making additional contributions. However, the charter may:
· expressly prohibit such contributions;· establish a different procedure for making them (e.g., only with the consent of all participants or on a proportional basis).
📎 Related provisions:
· Law of the Republic of Kazakhstan “On LLPs and ALCs,” Article 27 — procedure for additional contributions;· Civil Code of the Republic of Kazakhstan, Article 42 — charter as the main governing document.
📘 Case example: In case No. 2-1756/2021, a participant challenged a decision requiring a contribution of 10 million tenge. The court dismissed the claim, noting that the charter did not prohibit such contributions and the decision was adopted by a 3/4 majority vote.
🔹 2. Quorum for Decision-Making — 3/4 of Votes
“The decision is adopted by a three-quarters majority of all participants”
🔍 This is a qualified (enhanced) majority aimed at protecting participants’ interests. A decision cannot be adopted:
· by a simple majority;· by a majority of those present;· without notifying all participants.
📌 In the absence of quorum, the decision is null and void.
📘 Important: it refers to the votes of all participants, not only those present at the meeting.
📘 Judicial practice: In case No. 2-3905/2022, the court declared the decision on additional contributions invalid because only participants holding 65% of shares were present — the required 75% threshold was not met.
⚖️ III. Additional Contributions vs. Increase of Charter Capital
🔍 It is important to distinguish:
· additional contributions — do not affect charter capital;· contributions to charter capital — require:
o a decision to increase the capital;o state registration of amendments;o possible issuance or redistribution of shares (interests).
📎 Related provisions:
· Law on LLPs, Articles 15–16 — changes to charter capital;· Civil Code of the Republic of Kazakhstan, Article 78 — charter capital.
🌐 IV. International Comparison
| Country | Right to Additional Contributions |
|---|---|
| Germany (GmbH) | Allowed if предусмотрено in the charter (Zuzahlung) |
| France (SARL) | Requires majority consent of participants |
| Russia (LLC) | By decision of the general meeting (Art. 19 of the LLC Law) |
| USA (LLC) | Regulated by the operating agreement; decision by majority of members |
🔍 General trend: decisions on additional contributions are adopted by a qualified majority, and the charter plays a key role.
📚 V. Related Articles and Laws
| Provision | Content |
|---|---|
| Civil Code RK, Arts. 77–80 | General provisions on LLPs |
| Law RK “On LLPs and ALCs,” Art. 27 | Additional contributions |
| Civil Code RK, Art. 42 | Charter as governing document |
| Supreme Court Resolution No. 1 dated 27.06.2003 | Clarifications on corporate disputes |
| Law RK “On Accounting” | Accounting treatment of additional contributions |
📝 VI. Conclusions and Recommendations
Additional contributions are possible by decision of the general meeting, unless prohibited by the charter.
The decision is adopted by a qualified majority — 3/4 of all participants’ votes.
The charter may:o prohibit additional contributions;o establish a different quorum or procedure.
If a participant disagrees with the decision, they may:o challenge it in court;o withdraw from the LLP on grounds предусмотренные by the charter and law.
It is recommended to:o document the decision in meeting minutes;o specify the purpose, amount, and срок for making contributions;o account for additional contributions separately from charter capital.
Attention!
Law and Law Law Law draws your attention to the fact that this document is basic and does not always meet the requirements of a particular situation. Our lawyers are ready to assist you in legal advice, drawing up any legal document suitable for your situation.
For more information, please contact a Lawyer / Attorney by phone: +7 (708) 971-78-58; +7 (700) 978 5755, +7 (700) 978 5085.
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