Article 43. Competence of the General Meeting of Participants of a limited liability partnership The Law on Limited and Additional Liability Partnerships

Home / RLA / Article 43. Competence of the General Meeting of Participants of a limited liability partnership The Law on Limited and Additional Liability Partnerships

 1. The competence of the general meeting of participants in a limited liability company is determined by the articles of association of the company in accordance with this Law.

2. The exclusive competence of the general meeting of participants of a limited liability partnership, unless otherwise established by part two of this paragraph, includes:

1) amendment of the articles of association of the partnership, including a change in the size of its authorized capital, location and brand name, or approval of the articles of association of the partnership in a new edition;

2) the formation of the executive body of the partnership and the early termination of its powers or those of an individual member of the executive body, as well as the adoption of a decision on the transfer of the limited liability partnership or its property into trust management and the determination of the terms of such transfer;

3) election and early termination of the powers of the supervisory board and (or) the audit commission (auditor) of the partnership, as well as approval of reports and conclusions of the audit commission (auditor) of the partnership;

4) approval of financial statements and distribution of net income;

4-1) identification of an auditing organization for auditing the annual financial statements of a partnership for which auditing is mandatory in accordance with Article 59 of this Law;

5) approval of internal rules, procedures for their adoption and other documents regulating the internal activities of the partnership, except for documents whose approval by the charter of the partnership falls within the competence of other bodies of the partnership;

6) a decision on the partnership's participation in other business partnerships, as well as in non-profit organizations;

7) the decision on the reorganization or liquidation of the partnership;

8) appointment of the liquidation commission and approval of liquidation balance sheets;

9) a decision on the compulsory purchase of a share from a partnership participant in accordance with Article 34 of this Law;

10) the decision on the pledge of the entire property of the partnership;

11) a decision on making additional contributions to the property of the partnership in accordance with Article 39 of this Law;

12) approval of the procedure and deadlines for providing information about the partnership's activities to the partnership's participants and purchasers of shares;

13) a decision to approve the conclusion by a limited liability partnership of a transaction or a set of interrelated transactions, as a result of which the partnership alienates (may be alienated) property, the value of which is fifty-one percent or more of the total book value of the assets of the limited liability partnership.

The general meeting of participants of the credit partnership has the right to delegate to the executive body of the credit partnership the following exclusive competencies of the general meeting of participants of the credit partnership:

acceptance (withdrawal) of members of the credit partnership;

amendment of the charter of the credit partnership or its approval in a new edition in connection with the admission (retirement) of the members of the credit partnership;

formation of accounting policy.

2-1. Interrelated transactions are recognized as:

1) several transactions made with the same person or with a group of affiliated persons in relation to the acquisition or alienation of the same property;

2) transactions executed by one contract or several contracts related to each other;

3) other transactions recognized as interrelated by the articles of association or by a decision of the general meeting of the partnership's participants.

3. Along with the issues referred by this Law to the exclusive competence of the general meeting, the charter of the limited liability company may include other issues within its competence.

The General Meeting has the right, unless otherwise stipulated by the articles of association of the partnership, to delegate powers not related to its exclusive competence to the executive body or the supervisory board of the partnership.

4. The General Meeting of participants of a limited liability company, regardless of how its competence is defined in the articles of association of the company, has the right to take into consideration any issue related to the company's activities.

5. The General Meeting of participants has the right to cancel any decision of other bodies of the limited liability partnership on issues related to the internal activities of the partnership, unless otherwise specified by the articles of association of the partnership.

The Law of the Republic of Kazakhstan dated April 22, 1998 No. 220-1.

President

Republic of Kazakhstan

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