Commentary to article 61. Rights and obligations of participants in a business partnership  The Civil Code of the Republic of Kazakhstan  

The rights of the participants in the partnership are divided into personal and property rights. The personal rights of a participant include the right to participate in the management of the business partnership and the right to receive information about its activities. Property rights are the rights to profit and the right to a part of the property in the event of liquidation or withdrawal from the partnership. These rights are the necessary minimum to guarantee the protection of the interests of a participant in any type of partnership. Both special laws (Decree on Business Partnerships and others) and the constituent documents of specific business partnerships can expand this list, but they do not have the right to narrow it down. However, the Civil Code and, accordingly, other legislative acts establish an exception to this rule. So, the participant (shareholder) A joint-stock company cannot directly receive a part of the joint-stock company's property upon exiting it. He may sell his shares (a share in property) to other shareholders, to the company itself, or to third parties (Articles 86 of the Civil Code and 38 (previously 55) of the Decree on Business Partnerships). Investors in a limited partnership and shareholders holding preferred shares are not entitled to participate in the management of the partnership, unless otherwise provided for in the constituent documents (art. 75; paragraph 2 of art. 139 of the Civil Code; art. 30; paragraph 12 of art. 44 (previously 61) of the Decree on Business Partnerships).  

Along with the rights, the participants of the business partnership have certain responsibilities. These include, firstly, the obligation to comply with the requirements of the partnership's founding documents, secondly, to make contributions to the authorized capital, and thirdly, to keep confidential information declared a trade secret by the partnership. These duties, as well as rights, apply to participants in all types of business partnerships, with the exception of cases established by legislative acts. Thus, the members of a joint-stock company have the sole obligation to pay for the company's shares in the manner, amount and methods provided for in the constituent documents. No other duties may be assigned to shareholders without their consent (clauses 2 and 3 of art. 45 (previously 62) of the Decree on Business Partnerships). The founding documents of a business partnership may provide for other obligations for its participants, for example, to make additional property contributions, to refrain from conducting similar activities, etc.

The procedure for the exercise of certain rights and obligations by a participant in a business partnership should be regulated in the constituent documents. Such rights and obligations include the right to participate in the management of the partnership's affairs and to receive information about its activities, and the obligation to contribute to the authorized capital.  

Subparagraph 5 was deleted from paragraph 1 of the commented article, which granted a participant in a business partnership the right to freely withdraw from the partnership and receive the value of his share of the property. Currently, a participant withdrawing from a partnership cannot claim the value of a share, nor is it entitled to transfer it or sell it to another person.

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The commentary was prepared within the framework of the scientific and practical research program of the Scientific Research Center of Private Law of the Kazakh State Law University.  

Head of the working group on the preparation of the draft Civil Code of the Republic of Kazakhstan, Corresponding Member of the Academy of Sciences of the Republic of Kazakhstan, Professor Suleimenov M.K.

Deputy head Professor Basin Yu.G.