Alienation of a share in the authorized capital and the right of a participant in the partnership

 The contract of alienation (assignment) of the right of alienation (assignment) of a business partnership to a share in the property (authorized capital) of the partnership or a part thereof, to which an individual is a party, is subject to notarization (paragraph 2 of Article 59 of the Civil Code Contribution to the authorized capital of the business partnership. The share of the participant in the authorized capital and property of the business partnership) is provided for: The shares of all participants in the authorized capital and, accordingly, their shares in the value of the property of the business partnership (share in the property) are proportional to their contributions to the authorized capital, unless otherwise provided by the constituent documents. A participant in a business partnership has the right to pledge and (or) sell his share or part of it in the property (authorized capital) of the partnership, unless otherwise provided by legislative acts of the Republic of Kazakhstan or constituent documents.

Based on the requirements of paragraph 1-1 of Article 22 of the Law, a change in the membership of a limited liability partnership is provided for: Admission of a new participant to a limited liability partnership, the register of participants of which is maintained by the central securities depository, is formalized by making an entry in the register of participants of the partnership. Paragraph 6 of Article 42 of the Civil Code of the Russian Federation State registration and re-registration of legal entities stipulates the admission of a new participant and changes in the composition of participants, without making an entry in the register of participants of the partnership (maintained by the registrar) or, accordingly, the re-registration of a legal entity, are invalid.

In this regard, the acquirer's right to a share passes to him from the moment of re-registration of the partnership or making an entry in the register of participants in the partnership (paragraph 2 of Article 22 of the Law). It is indicated that a person who became a participant in the partnership as a result of the purchase of a share of a retired participant or on other grounds of transfer of a share is considered to have joined the founding agreement and the articles of association of the partnership from the moment of transfer of the right for a fraction. The participant of the LLP, in accordance with the procedure established by Law, has the right to dispose of his share (part of it) in the property of the partnership.

Alienation by an LLP participant of his share (part of it) to third parties, pledge of a share (part of a share) to secure a participant's obligation to another participant or a third person is allowed, unless otherwise provided by the constituent documents. Prior to full payment of the contribution to the authorized capital, such alienation is allowed only in the part in which the contribution has already been paid. The constituent documents may provide that the sale of a share to a third party is allowed only under certain conditions (articles 29-30 of the Law). 

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