Commentary to article 72. The main provisions on the limited partnership of the Civil Code of the Republic of Kazakhstan
In a limited partnership, which is the development of a full partnership, in addition to full partners, that is, participants who bear additional unlimited liability with their personal property for its debts in solidarity with each other, there appears another group of participants (depositors) who do not participate in the limited partnership's business activities and bear the risk of losses related to its activities. only within the limits of the value of their contributions to the authorized capital of the partnership. Since depositors do not risk as much as participants with full responsibility, it is quite legitimate to remove them from the management of a limited partnership. At the same time, depositors retain the rights of obligation to the partnership's property, that is, they have clearly defined shares in its property, which give them the right to receive a portion of the profits from the partnership's activities and a portion of the property proportional to the contribution to the authorized capital in the event of liquidation or withdrawal from the partnership.
The minimum number of participants in a limited partnership is one full partner and one contributor.
In a certain sense, a limited partnership can be considered a kind of full partnership, in which it becomes possible to use additional depositors' capital. This explains the extension of the rules on participants in general partnerships to general partners.
All of the above explains the application of the rules of the Civil Code on general partnership to a limited partnership in a part that does not contradict the provisions of the Civil Code on limited partnership.
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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.
