The Charter of a limited liability company Approved by the decision of the sole founder
Approved by Decision No. 1 of the sole founder of
August 27, 2024
regulation
limited liability partnerships
«B…L»
1. General provisions
1. Limited Liability Company "B...L" (hereinafter referred to as the partnership) is a legal entity under the legislation of the Republic of Kazakhstan.
2. The partnership acquires the rights of a legal entity from the moment of its state registration, has an independent balance sheet, bank accounts, can acquire and exercise property and personal non-property rights on its behalf, bear responsibilities, and be a plaintiff and defendant in court.
3. The partnership has letterheads with its name and other details necessary for carrying out its activities.
4. The Partnership is guided in its activities by The Constitution, the Civil Code, the Law of the Republic of Kazakhstan "On Limited and Additional Liability Partnerships" (hereinafter referred to as the Law), other regulatory legal acts of the Republic of Kazakhstan, as well as this Charter.
5. The partnership has the right to join associations (unions) with other legal entities, as well as to be a participant in other legal entities.
6. In accordance with the procedure provided for by the legislative acts of the Republic of Kazakhstan, the partnership has the right to establish branches (representative offices) located outside its location, which are not legal entities and act on behalf of and on behalf of the partnership on the basis of their Regulations.
2. Company name, location and address of the Partnership
7. Company name of the partnership:
1) in the official language: Cyrillic - "B...L" Jauapkershiligi shekteuli seriktestigi; Latin graphics - "B...L" Jaýapkershiligi shekteýli seriktestigi
2) in Russian, the Limited Liability Partnership "B...L"
8. Location and address of the partnership: Republic of Kazakhstan, Almaty region, city of...n, K.K.B..a street, house number 62.
9. The status of a private business entity: a small business entity.
10. Main type of activity: "Other types of recreation and entertainment activities" OKED 93299.
11. Other types of Partnership activities: "Retail sale of fish, crustaceans and shellfish in specialized stores that are retail facilities with a retail area of less than 2,000 square meters" OKED 47231, "Retail sale mainly of food, beverages and tobacco products in non-specialized stores that are retail facilities with a retail area of less than 2,000 square meters" OKED 47111, "Restaurant activities and the provision of food delivery services, with the exception of the activities of facilities located on the roadside strip "OKED 56101, "Provision of housing for weekends and other short-term stays" OKED 55200. The partnership may carry out any type of activity that is not prohibited by legislative acts and the founding agreement.
The partnership may engage in certain types of activities on the basis of a license, the list of which is determined by legislative acts.
3. List of participants of the partnership
12. List of participants of the partnership:
1) K.S.V., born on 12/20/1985, native of the Almaty region, IIN ......, identity card of the Republic of Kazakhstan No. ..., issued on 17.05.2018 by the Ministry of Internal Affairs of the Republic of Kazakhstan, place of residence: Almaty city, Atameken microdistrict, building No. 73.
4. Rights and obligations of the partnership participants
13. The participants of the partnership have the right:
1) participate in the management of the partnership's affairs;
2) receive information about the activities of the partnership and get acquainted with its accounting and other documentation;
3) receive income from the activities of the partnership, participate in the distribution of net income;
4) in case of liquidation of the partnership, receive a part of its property corresponding to their share in the property of the partnership remaining after settlements with creditors, or its value;
5) terminate participation in the partnership by alienating his share;
6) to challenge in court the decisions of the partnership's bodies that violate their rights provided for by the Law and (or) the charter of the partnership
7) to use the right of pre-emption over third parties to purchase a participant's share or part of it when it is sold by one of the participants. The value of the share or part of it is determined based on the report of an independent appraiser engaged by the partnership.
14. The participants of the partnership are obliged to:
1) comply with the requirements of the founding agreement;
2) make contributions to the authorized capital of the partnership in the manner, amounts and within the time limits stipulated by the constituent documents;
3) not to disclose information that has been declared a trade secret by the partnership;
4) notify the executive body in writing, as well as the central securities depository, in the case of maintaining the register of participants in the partnership, of changes in the information provided for in paragraph 12 of this charter.
15. The participants of the partnership may also bear other obligations stipulated by the founding agreement and legislative acts of the Republic of Kazakhstan.
5. The order of formation and competence of the partnership's bodies
16. The bodies of the partnership are:
1) the supreme body of the partnership is the general meeting of its participants (general meeting);
2) the executive body of the partnership (individual or collegial).
The founders of a partnership may decide to establish supervisory (supervisory board) and (or) supervisory (audit commission, auditor) bodies of the partnership.
17. The exclusive competence of the general meeting of the partnership's participants includes:
1) amendment of the articles of association of the partnership, including a change in the size of its authorized capital, location and brand name, or approval of the articles of association of the partnership in a new edition;
2) the formation of the executive body of the partnership and the early termination of its powers or those of an individual member of the executive body, as well as the adoption of a decision on the transfer of the limited liability partnership or its property into trust management and the determination of the terms of such transfer;
3) election and early termination of the powers of the supervisory board and (or) the audit commission (auditor) of the partnership, as well as approval of reports and conclusions of the audit commission (auditor) of the partnership;
4) approval of financial statements and distribution of net income;
5) identification of an audit organization for auditing the annual financial statements of a partnership for which auditing is mandatory in accordance with Article 59 of the Law;
6) approval of internal rules, procedures for their adoption and other documents regulating the internal activities of the partnership, except for documents whose approval by the charter of the partnership falls within the competence of other bodies of the partnership;
7) a decision on the partnership's participation in other business partnerships, as well as in non-profit organizations;
8) the decision on the reorganization or liquidation of the partnership;
9) appointment of the liquidation commission and approval of liquidation balance sheets;
10) a decision on the compulsory purchase of a share from a participant in the partnership;
11) the decision on the pledge of the entire property of the partnership;
12) the decision on making additional contributions to the property of the partnership;
13) approval of the procedure and deadlines for submitting information on the partnership's activities to the partnership's participants and purchasers of shares;
14) a decision to approve the conclusion by a limited liability partnership of a transaction or a set of interrelated transactions, as a result of which the partnership alienates (may be alienated) property, the value of which is fifty-one percent or more of the total book value of the assets of the limited liability partnership.
Decisions on matters falling within the exclusive competence of the general meeting of the partnership's participants are taken by a simple majority vote of the participants present and represented at the meeting.
When making a decision under subparagraph 10) of this paragraph, the participant whose share is being forcibly redeemed does not participate in the voting and the number of votes belonging to him is not taken into account in the calculation.
The General Meeting has the right to consider any issue related to the activities of the partnership.
18. The executive body is the Director, who is accountable to the general meeting of participants and organizes the implementation of its decisions. When the founders appoint a director, the employment relationship is regulated in accordance with labor legislation.
19. The director's competence includes all matters related to ensuring the activities of the partnership that are not within the competence of the general meeting.
The competence of the executive body of the partnership also includes the powers of the general meeting, which are not related to its exclusive competence, transferred to the executive body in accordance with the Law.
20. Powers of the director of the partnership:
1) acts on behalf of the partnership without a power of attorney;
2) issues powers of attorney for the right to represent the partnership, including powers of attorney with the right of transfer;
3) in relation to the employees of the partnership, issues orders on their appointment, transfer and dismissal, determines remuneration systems, sets the amount of official salaries and personal allowances, resolves bonus issues, takes incentive measures and imposes disciplinary penalties;
4) exercises other powers not attributed to the competence of the general meeting of participants or supervisory bodies, as well as the powers delegated to it by the general meeting of participants of the partnership.
21. A supervisory board may be established to monitor the activities of the executive body of the partnership.
The activities of the supervisory board of the partnership and the procedure for its decision-making are determined by the rules and other documents adopted by the general meeting.
22. To monitor the financial and economic activities of the executive body of the partnership, an audit commission may be formed from among the members of the partnership or their representatives, or an auditor may be elected.
The audit commission or the sole auditor of the partnership is elected by the general meeting for a term not exceeding five years.
Members of the executive bodies of the partnership may not be members of the audit commission.
The working procedure of the internal audit Commission (auditor) is determined by the rules and other documents regulating internal activities.
6. Distribution of the partnership's net income among its Participants
23. The distribution among the participants of the partnership of the net income received by the partnership based on the results of its activities is carried out in accordance with the decision of the next general meeting of the participants of the partnership, dedicated to the approval of the results of the partnership's activities for the relevant period.
The General Meeting may also decide to exclude net income or part of it from distribution among the participants of the partnership.
The net income of the partnership is distributed among the participants in the partnership in proportion to the share of each participant in the partnership.
24. If the general meeting of the partnership decides on the distribution of income among the participants, each participant has the right to receive a portion of the distributed income corresponding to his share in the authorized capital of the partnership. The payment must be made by the partnership in cash within one month from the date of the general meeting's decision on the distribution of net income.
7. The procedure for providing information about the partnership's activities to the partnership's participants and purchasers of shares
25. The partnership is obliged, at the request of its members, to provide information on the activities of the partnership.
26. The executive body of a limited liability partnership is obliged to inform all participants of the partnership:
1) on the initiation of a corporate dispute case in court;
2) on the initiation by a member of the partnership of any procedure for resolving a hopeless situation.
27. The executive body, at the written request of the participants (participant), provides information on the activities of the partnership within the time limits established by the decision of the participants (participant).
28. The procedure for submitting and the amount of information on the activities of the partnership to the purchasers of shares are established by the decision of the participants (participant) and the preliminary agreement on the acquisition of shares.
8. The property and the amount of the authorized capital of the partnership
30. The partnership's property is formed from the contributions of its founders (participants), income received by the partnership, as well as other sources not prohibited by law.
The property of a limited liability partnership is accounted for on its balance sheet.
31. At the time of state registration, the authorized capital of the partnership is 1,000 000 (one million) tenge.
9. Reorganization and liquidation of the partnership
32. The partnership may be reorganized and liquidated by a decision of the general meeting of participants or on other grounds provided for by the legislation of the Republic of Kazakhstan.
33. The procedure for reorganizing and liquidating a partnership is regulated by Law and other regulatory legal acts of the Republic of Kazakhstan.
10. Final provisions
34. The Partnership in its activities is guided by this charter and the legislative acts of the Republic of Kazakhstan.
35. The legal capacity of a legal entity arises at the time of its creation and ceases at the time of its liquidation. The legal capacity of a legal entity in the field of activity for which a permit is required arises from the moment such a permit is obtained and is terminated at the time of its withdrawal, expiration or invalidation in accordance with the procedure established by legislative acts of the Republic of Kazakhstan.
The founder of the partnership:
K.S.V. _______________________________
Attention!
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