Article 62. Merger, Joining of Limited Liability Companies Law on Limited and Additional Liability Companies
1. The merger of two or more limited liability companies is carried out by completely combining the assets of these companies. As a result of the merger, a new partnership is formed. Partnerships that become part of the new one cease their activities. At the same time, all rights and obligations of each of the partnerships participating in the merger are transferred to the newly formed partnership in accordance with the transfer act.
2. The joining of one or more limited liability companies to another limited liability company is carried out by including the property of the affiliated companies in the property of the joining company. In this case, the affiliated partnerships are terminated, and all their rights and obligations are transferred in accordance with the transfer act to the joining partnership, the charter of which is amended in connection with the reorganization.
3. The executive bodies of limited liability partnerships participating in mergers and mergers prepare draft merger and merger agreements and submit issues of merger and merger to the general meeting of participants of each partnership for consideration and approval of the merger and merger agreement.
The agreed text of the merger agreement is signed by the authorized executive bodies of the partnerships.
The merger or affiliation agreement must contain information about the brand name, location and address of each of the partnerships participating in the merger or affiliation, the main data of their balance sheets, and also provide for the procedure and conditions of the merger or affiliation.
4. Each of the limited liability partnerships participating in the merger or merger is obliged, within two months from the date of the decision of the general meeting of its participants on the merger or merger, to send written notices of the merger or merger to all its creditors and place an appropriate announcement in the official press. The notification (announcement) shall be accompanied by information about other partnerships participating in the merger or merger, as specified in paragraph 3 of this article.
The creditors of the partnership have the right, within two months 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. Each of the limited liability partnerships participating in the merger or merger is obliged, from the moment the general meeting of its participants makes a decision on the merger or merger, to inform creditors of this decision on obligations arising after the decision is made.
On the basis of a merger agreement, the participants of merging or merging partnerships develop and sign a constituent agreement at the constituent meeting, and upon merger, they also approve the charter of the newly formed partnership and elect the executive and other bodies 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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