Article 63. Division, Separation of Limited Liability Companies Law on Limited and Additional Liability Companies
1. The division of a limited liability company is carried out by dividing the property of this company between two or more newly emerging limited liability companies. At the same time, the rights and obligations of the divided partnership are transferred to newly emerging partnerships in accordance with the dividing balance sheet.
2. The separation of one or more limited liability companies from a limited liability company is carried out by allocating part of the property of the company and transferring it to one or more newly emerging partnerships. At the same time, part of the rights and obligations of the reorganized partnership is transferred to newly emerging partnerships in accordance with the dividing balance.
3. The executive body of a reorganized limited liability company shall prepare a plan for the division, separation and draft charters of newly emerging partnerships and submit for consideration by the general meeting of participants issues on the division, separation of the partnership, approval of the plan of division, separation, charters of newly emerging partnerships and the separation balance sheet, as well as on the election of executive and other bodies of newly emerging partnerships.
4. Unless otherwise provided by the charter of a limited liability company, upon its division or separation, each participant has the right to receive a share in the authorized capital of each of the newly emerging partnerships equal to its share in the authorized capital of the reorganized partnership.
5. A limited liability partnership is obliged, from the moment the general meeting of its participants makes a decision on division or separation, to inform creditors of this decision on obligations arising after the decision is made.
6. A limited liability partnership is obliged, within two months from the date of adoption by the general meeting of its participants of a decision on separation, to send written notices of separation and separation to all its creditors and to place an appropriate announcement in the official press. The separation balance sheet is attached to the notification (announcement), as well as information about the brand name, location and address of each of the newly emerging partnerships.
7. The creditors of the reorganized limited liability partnership have the right, within two months from the date of receipt of the notification (publication of the announcement), to demand from the partnership the 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.
8. Limited liability partnerships that have arisen as a result of the division or separation of a limited liability partnership are jointly and severally liable for its obligations within one year from the date of registration of new partnerships.
The Law of the Republic of Kazakhstan dated April 22, 1998 No. 220-1.
President
Republic of Kazakhstan
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