Article 59. Contribution to the authorized capital of a business partnership. The participant's share in the authorized capital and property of the business partnership of the Civil Code of the Republic of Kazakhstan

     1. Contributions to the authorized capital of a business partnership may include money, securities, things, property rights, including intellectual property rights, and other property (with the exception of special financial companies established in accordance with the legislation of the Republic of Kazakhstan on project financing and securitization, organizations engaged in microfinance activities, established in accordance with the legislation of the Republic of Kazakhstan Kazakhstan on microfinance activities, collection agencies, established in accordance with the legislation of the Republic of Kazakhstan on collection activities, and Islamic special financial companies established in accordance with the legislation of the Republic of Kazakhstan on the securities market, the authorized capital of which is formed solely by money).

     The contributions of the founders (participants) to the authorized capital in kind or in the form of property rights are assessed in monetary form by agreement of all the founders or by decision of the general meeting of all the participants of the partnership. If the value of such a contribution exceeds the amount equivalent to twenty thousand monthly calculation indices, its assessment must be confirmed by the appraiser.

     When a business partnership is re-registered, the monetary assessment of its participant's contribution may be confirmed by the partnership's accounting documents or an audit report.

     The founders (participants) of the partnership, within five years from the date of such an assessment, are jointly and severally liable to the creditors of the partnership within the amount by which the assessment of the contribution is overestimated.

     In cases where the right to use property is transferred to the partnership as a contribution, the amount of this contribution is determined by the payment for the use of such property, calculated for the entire period specified in the constituent documents.

     Contributions in the form of personal non-property rights and other intangible benefits are not allowed. It is also not allowed to make contributions by offsetting the participants' claims to the partnership, except in cases provided for by legislative acts of the Republic of Kazakhstan.

     2. 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.

     An agreement on the alienation (assignment) of the right of a retiring participant in 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.

     3. The procedure and deadlines for making contributions to the authorized capital, as well as responsibility for non-fulfillment of obligations to form the authorized capital, are established by legislative acts and (or) constituent documents.

     4. Reduction of the authorized capital of a business partnership is allowed after notification of all its creditors. In this case, the latter have the right to demand early termination or fulfillment of the relevant obligations of the partnership and compensation for losses.

     A reduction in the authorized capital in violation of the procedure established by this paragraph is the basis for the liquidation of a partnership by a court decision based on an application from interested parties.

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