Article 24. Terms of formation of the authorized capital of a partnership Law on Limited and Additional Liability Partnerships
1. Excluded by the Law of the Republic of Kazakhstan dated January 20, 2010 No. 239-IV.
2. All participants must fully contribute to the authorized capital of the partnership within the time limit set by the decision of the general meeting. Such period should not exceed one year from the date of registration of the partnership.
3. If a member of the partnership fails to fulfill the obligation to contribute a share within the prescribed period, the partnership must contribute the part of the share not contributed by the participant at the expense of its own capital (its net assets) or reduce the authorized capital to its contributed part.
A participant who has not paid his share on time is obliged to compensate the partnership for losses, and also, unless otherwise provided by the founding agreement or the charter of the partnership, to pay the partnership a penalty in accordance with Article 353 of the Civil Code of the Republic of Kazakhstan (general part).
4. By a decision of the general meeting of the partnership, the share or part of it not paid by the participant within the prescribed period may be distributed among the remaining participants in accordance with the procedure provided for in paragraph 1 of Article 31 of this Law or the constituent documents of the partnership, or offered for acquisition to third parties.
If it is impossible to sell the non-contributed part of the contribution within the period specified in paragraph 2 of this article, the authorized capital of the partnership shall be reduced by this amount and the shares of participants in the authorized capital shall be changed accordingly.
5. If the participant's contribution is property that can be used only after some time, such contribution may be recognized as made by decision of the general meeting from the date of receipt from the participant of a notarized debt obligation, which indicates the nature of the contribution, its monetary value and the time of deposit. This period may not exceed three years.
6. A participant in a limited liability partnership who has fully contributed is entitled to receive from the partnership a certificate certifying his participation in the partnership.
7. In order to pay for the establishment of a limited liability partnership of its authorized capital by depositing money, the founders of the partnership may specify in the founding agreement the one of the founders who must open a savings account in the bank in his name to transfer the appropriate funds to this account.
After the establishment of the partnership and the opening of its own bank account, the founder in whose name the savings account is opened is obliged to transfer money from this account to the partnership's account within 5 (five) business days. In case of late fulfillment by the founder of the obligation to transfer money, he must pay the partnership a penalty from the amount retained in the savings account in the amount established by Article 353 of the Civil Code of the Republic of Kazakhstan (general part), unless the founders have determined other consequences of such delay.
8. If the charter of a limited liability partnership provides for the contribution of other property by its founders to the authorized capital of the partnership rather than money, the founders of the partnership may specify in the founding agreement which of the founders or the third person to whom the relevant property should be transferred to trust management for the period before and after the establishment of the partnership.
9. The trust management agreement must provide for:
1) the duty of the trustee to manage the relevant property in the interests of all the founders, and after the establishment of a limited liability company - in the interests of the partnership;
2) from the moment of its creation, the limited liability partnership is endowed with the rights of the person in whose favor the contract was concluded and to whom the property transferred to the trust management from that moment passes into ownership.
The Law of the Republic of Kazakhstan dated April 22, 1998 No. 220-1.
President
Republic of Kazakhstan
© 2012. RSE na PHB "Institute of Legislation and Legal Information of the Republic of Kazakhstan" of the Ministry of Justice of the Republic of Kazakhstan
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