Reorganization, merger, joining, division, separation, transformation, Liquidation of a partnership
The participant's share may be contributed to the authorized capital of the partnership at the expense of the jointly acquired property of the spouses, which, by virtue of paragraph 2 of Article 33 of the Code of the Republic of Kazakhstan "On Marriage (Matrimony) and Family" (hereinafter - KBS), is the joint property of the spouses. The share or part of it in the authorized capital of the partnership, which is jointly owned by the spouses, may be disposed of by the participant with the notarized consent of the spouse of the participant in the partnership in accordance with paragraph 3 of Article 34 of the KBS. The spouse, whose notarized consent to the transaction has not been obtained, has the right to demand that the transaction be declared invalid in court within three years from the date on which he learned or should have learned about the transaction in the case provided for in paragraph 2 of Article 34 of the KBS.
In the event of a dispute over the division of jointly acquired property, the value of the share in the authorized capital of the partnership is included in its composition, proportional to the value of its property (assets) and must take into account the size of its liabilities (debts). In the absence of an agreement between the spouses on determining the value of the share in the authorized capital of the partnership, the court should involve an appraiser (auditor) or appoint an expert examination to determine the value of the share. Disputes between participants and individuals related to the inheritance of participants' shares, the division of jointly acquired property and other similar disputes are subject to consideration by district (city) and equivalent courts. The reorganization of a limited liability partnership (merger, affiliation, division, separation, transformation) may be carried out voluntarily by decision of the general meeting of the partnership's participants. The alienation of a share or other change in the membership of a partnership is not a reorganization of the partnership. The liquidation of an LLP may be carried out by a decision of the general meeting of its participants. Unless otherwise provided by the constituent documents, a unanimous decision of the general meeting on the liquidation of the LLP is not required.
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