Article 31. Pre-emptive right to purchase an alienated share Law on Limited and Additional Liability Partnerships
1. Participants in a limited liability partnership enjoy a preferential right over third parties to purchase a participant's share or part of it when it is sold by one of the participants, except in cases provided for by legislative acts. Each participant can use this right. If there are several participants wishing to exercise the pre-emptive right to purchase, and the constituent documents or other agreement of the partnership participants does not provide otherwise, the pre-emptive right to purchase a share (part of it) is exercised by the participants in proportion to the size of their shares in the authorized capital.
2. A participant in a limited liability partnership who wishes to sell his share or part of it to a third party must notify the executive body of the partnership in writing of his intention, indicating the estimated sale price.
3. Within seven days from the date of receipt from the participant of the limited liability partnership of the notice of the offer of a share for sale, the executive body shall notify all participants of the partnership. A member of the partnership wishing to exercise the pre-emptive right to purchase must notify the executive body of the partnership within seven days, indicating that he intends to purchase the share offered for sale in full or in a certain part.
4. If the total value of the received offers does not exceed the size of the share being sold, each participant acquires the part of it that he indicated in his notification. The remaining part of the share may be alienated to a third party, unless additional proposals are received from the participants of the limited liability partnership prior to such alienation.
5. If, within one month from the date of sending the notice of the offer of a share for sale to the executive body of the limited liability company, it or part of it is not redeemed by the participants of the partnership in the exercise of the pre-emptive right, the participant who offered the share for sale has the right to sell the share (the non-purchased part of the share) to a third party at a price not lower than that which was specified in the notification.
6. If the share is alienated to a third party at a lower price than that indicated in the notice, the share purchase and sale agreement may be declared invalid. Participants have the right to repeat the procedure for exercising the pre-emptive right to purchase a share, taking into account the actual selling price of the share or part of it.
7. If a share or part of it is sold in violation of the pre-emptive right to purchase, any participant in a limited liability partnership may, within three months, request in court that the rights and obligations of the buyer be transferred to it.
8. The pre-emptive right to purchase the alienated share is exercised in any method of selling the share, including at auction.
9. The assignment of the pre-emptive right to purchase a share is not allowed.
10. In case of acquisition of the alienated share or part of it by the participant (participants) of the partnership, his (their) share in the authorized capital of the partnership increases accordingly.
11. The rules of this article shall also apply to the alienation of a share under a barter agreement.
12. If the participants do not wish to exercise the pre-emptive right to purchase a share or part of it when selling it to a third party, the limited liability partnership itself may exercise the pre-emptive right to purchase, subject to paragraphs 2, 5-9 and 11 of this article.
13. The rules of this article do not apply to the sale of shares of the state, national management holdings, national holdings, national companies and their subsidiaries and affiliated organizations in limited liability partnerships that are subject to privatization or transfer to a competitive environment according to the list determined by the Government of the Republic of Kazakhstan.
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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