Commentary to article 62. Transformation of business partnerships of the Civil Code of the Republic of Kazakhstan
This article of the Civil Code establishes a general rule according to which business partnerships can be transformed from one type to another. The decision on the transformation of the partnership must necessarily be taken at the general meeting (meeting of representatives) its participants. The procedure for such transformations, as well as exceptions to this rule, are determined by other articles of the Civil Code, the Decree on Business Partnerships and other legislative acts.
In order to protect the rights of creditors, the commented article indicates the specifics of the transformation of general and limited partnerships. Participants in a general partnership and general partners in a limited partnership are jointly and severally liable for the obligations of these partnerships with all their property. When a full or limited partnership is transformed into a joint-stock company, LLP, or TDO, the nature of the responsibility of the participants changes: it becomes limited. Since creditors who entered into relations with a general partnership or a limited partnership before their transformation knew that their participants were jointly and severally liable for the obligations of these partnerships, the Civil Code protects their rights by establishing a requirement that each general partner who became a participant in a joint-stock company, LLP or TDO, continues to bear subsidiary liability for two years. with all its property under obligations transferred to JSC, LLP or TDO from a full or limited partnership. At the same time, the alienation by the former general partner of the shares (stakes) belonging to him does not release him from such responsibility.
Constitution Law Code Standard Decree Order Decision Resolution Lawyer Almaty Lawyer Legal service Legal advice Civil Criminal Administrative cases Disputes Defense Arbitration Law Company Kazakhstan Law Firm Court Cases
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.
