Article 27. Reduction of the authorized capital of a Limited Liability Company Law on Limited and Additional Liability Companies
1. The reduction of the authorized capital of a limited liability company may be carried out by proportionally reducing the size of the contributions of all participants in the partnership or by fully or partially redeeming the shares of individual participants.
2. If the authorized capital is reduced by paying off the participant's share, the shares of the other participants will change accordingly.
3. From the moment when the general meeting of participants of the limited liability partnership decides to reduce the authorized capital, the partnership is obliged to inform creditors about this decision on obligations arising after the decision is made.
4. Within two months from the date of the adoption by the general meeting of the participants of the limited liability partnership of the decision to reduce the authorized capital, the partnership is obliged to send written notices to all its creditors on the reduction of the authorized capital or to place an appropriate announcement in the official publication in which information about the partnerships is published. The creditors of the partnership have the right, within one month from the date of receipt of the notification or publication of the announcement, to demand from the partnership additional guarantees or early termination or fulfillment by the partnership of the relevant obligations and compensation for losses. The demands are sent to the partnership in writing, and copies of them can be submitted to the body that carried out the state registration of the partnership.
5. A decrease in the authorized capital of a limited liability company is registered by the body that carried out the state registration of the company upon the expiration of the period provided to creditors for filing claims against the company (paragraph 4 of this article). If the body that carried out the state registration of the partnership has received copies of the claims of its creditors, the reduction of the authorized capital is registered provided that the partnership provides evidence of the fulfillment of these claims or that the creditors who have submitted them have no objections to the registration of the reduction of the authorized capital of the partnership.
6. If, within six months from the date of the adoption by the general meeting of the participants of the limited liability partnership of the decision to reduce the authorized capital, the partnership does not file an application for re-registration or does not provide the necessary evidence (paragraph 5 of this Article), the reduction of the authorized capital is considered to have failed. In this case, the reduction of the authorized capital may be made only by a new decision of the general meeting of the partnership's participants in compliance with the requirements of this article.
7. Reduction of the authorized capital in case of violation of the procedure established by this Article is the basis for liquidation of the partnership by a court decision at the request of interested persons.
8. A limited liability partnership has the right to make payments to its participants in connection with a decrease in the authorized capital only to the extent of the portion of net assets exceeding the new amount of the authorized capital. Payments are made after registration of the reduction of the authorized capital within the period established by the articles of association of the partnership or the decision of the general meeting on the reduction of the authorized capital, but not later than three months from the date of registration.
Payments are made according to the size of the shares of the partnership participants.
9. The reduction of the authorized capital may be carried out only after the participants have made their contributions to the full amount of the authorized capital stated in the constituent documents, with the exception of the case provided for in the second part of paragraph 4 of Article 24 of this Law.
The Law of the Republic of Kazakhstan dated April 22, 1998 No. 220-1.
President
Republic of Kazakhstan
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