Article 79. Management in a limited liability partnership of the Civil Code of the Republic of Kazakhstan

     1. The competence of the partnership's bodies, as well as the procedure for their decision-making or speaking on behalf of the partnership, shall be determined in accordance with this Code, legislative acts and the articles of association of the partnership.

     2. The exclusive competence of the general meeting of participants of a limited liability company includes:

     1) amendment of the articles of association of the partnership, including a change in the size of its authorized capital;

     2) election (appointment) of members of the executive body and early termination of their powers, as well as making a decision on the transfer of the partnership or its property to trust management and determining the terms of such transfer;

     3) approval of the partnership's financial statements and distribution of its net income;

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

     5) 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;

     6) approval of internal rules, procedures for their adoption and other documents regulating the internal activities of the partnership, except in cases provided for by legislative acts of the Republic of Kazakhstan;

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

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

     9) a decision on the compulsory purchase of a share from a participant in a limited liability partnership in accordance with Article 82 of this Code.

     3. Matters falling within the exclusive competence of the general meeting of the partnership's participants may not be transferred to them for decision by the executive body of the partnership, unless otherwise established by the laws of the Republic of Kazakhstan.

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