Article 80. Transfer of a share in the authorized capital of a limited liability partnership to another person of the Civil Code of the Republic of Kazakhstan
1. A participant in a limited liability partnership has the right to sell or otherwise assign his share in the authorized capital of the partnership or part of it, at his choice, to one or more participants in this partnership, except for the cases provided for by this Code.
2. Alienation by a participant of a limited liability partnership of his share (part thereof) to third parties is allowed, unless otherwise provided by the constituent documents of the partnership or legislative acts.
Participants in a limited liability partnership enjoy a preferential right over third parties to purchase a share or part of it, except for the cases provided for by this Code and the Law of the Republic of Kazakhstan "On Limited and Additional Liability Partnerships". Unless otherwise provided by the constituent documents or the agreement of the participants of the partnership, the pre-emptive right to purchase a share (part of it) is exercised by the participants in proportion to the size of their shares in the authorized capital of the partnership.
When selling a share (part of it) in violation of the pre-emptive right to purchase, any participant in a limited liability partnership has the right, within three months from the date of sale, to demand in court that the rights and obligations of the buyer be transferred to it.
3. If, in accordance with the constituent documents of a limited liability partnership, it is impossible to alienate a participant's share (part of it) to third parties, and other participants in the partnership refuse to purchase it, the partnership is obliged to pay the participant its actual value or give him property in kind corresponding to such value.
4. The share of a participant in a limited liability partnership may be alienated until it is fully paid only in the part in which it has already been paid.
5. In case of acquisition of a participant's share (part of it) by the limited liability partnership itself, it is obliged to sell it to other participants or third parties within the time limits and in accordance with the procedure provided for by legislative acts and constituent documents of the partnership, or to reduce its authorized capital. During this period, the distribution of net income, as well as voting in the supreme body, is carried out without taking into account the share acquired by the limited liability partnership.
6. Shares in the authorized capital of a limited liability partnership shall pass to the heirs of citizens and to the legal successors of legal entities that were participants in the partnership, unless the constituent documents of the partnership provide that such transfer is allowed only with the consent of the other participants in the partnership. Refusal to consent to the transfer of a share entails the obligation of the partnership to pay the heirs (legal successors) of the participant its actual value or to give them property in kind for such value in accordance with the procedure and on the terms stipulated by legislative acts and constituent documents of the partnership.
Legislative acts may provide for the specifics of the transfer of shares to the legal successors of legal entities.
The footnote. Article 80 as amended by the Laws of the Republic of Kazakhstan dated 11.07.1997 No. 154; dated 02.03.1998 No. 211; dated 07.08.2007 No. 321 (effective from the date of its official publication); dated 21.04.2016 No. 504-V (effective after ten calendar days after the date of its first official publication).
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