The shares of all participants in the authorized capital and, accordingly, their shares in the value of the property of the business partnership (share in the property) are proportional to their contributions to the authorized capital, unless otherwise provided by the constituent documents.

LLP "S" filed a lawsuit with the court against M., Sh., LLP "A" (hereinafter referred to as the partnership) to invalidate the purchase and sale agreement of 100% of the share of the authorized capital of the partnership dated November 30, 2012, concluded between M. and Sh., on the cancellation of the state re-registration of the partnership dated December 6, 2012, arguing The requirements are that grain supply contracts were signed between LLP "C" and LLP "T" in March and April 2012. The partnership and its director M. By letter of guarantee dated June 27, 2012, they personally assumed full joint and several liability to the plaintiff for the fulfillment by T LLP of all obligations under the concluded supply agreements. He also undertook not to dispose of the partnership's property without the knowledge of LLP "S". Based on the judicial acts that took place, debts in the amount of 73,515,714 tenge and expenses for the payment of state duty in the amount of 2,205,471 tenge were collected from LLP "T", M., and the partnership in solidarity in favor of LLP "C". However, M. concluded with S. a purchase and sale agreement for a 100% share in the authorized capital of the partnership in order to avoid liability to LLP "S". The claim was partially satisfied by the decision of the specialized inter-district Economic Court of Astana dated October 27, 2014. It was decided to invalidate the purchase and sale agreement of 100% of the share of the authorized capital of the partnership dated November 30, 2012, concluded between M. and Sh. The costs of paying the state duty in the total amount of 926 tenge, 463 tenge each, were collected from M. and Sh. in favor of LLP "S". The rest is denied. The decision of the court of first instance was changed by the decision of the appellate judicial board. Regarding the satisfaction of the claim of LLP "S" to M., Sh., the partnership for invalidation of the purchase and sale agreement of 100% of the share of the authorized capital of the partnership dated November 30, 2012, concluded between M. and Sh., and the recovery of court costs, it was canceled, in this part a new decision was made to dismiss the claim of LLP "S". The rest of the decision of the court of first instance remains unchanged.

The shares of all participants in the authorized capital and, accordingly, their shares in the value of the property of the business partnership (share in the property) are proportional to their contributions to the authorized capital, unless otherwise provided by the constituent documents.

By the decision of the cassation judicial board, the decision of the appeals board was left unchanged. The Supervisory Judicial Board for Civil and Administrative Cases of the Supreme Court changed the decisions of the appellate and cassation instances regarding the cancellation of the decision of the court of first instance and in this part upheld the decision of the specialized interdistrict Economic Court of Astana dated October 27, 2014 on the following grounds. Conclusions of the Board of Appeal and Cassation that Sh. He did not know and could not have known about M.'s intention. to evade obligations to LLP "S" are unjustified due to the fact that M. himself testified and admitted during the trial that the actions to alienate the share in the authorized capital of the partnership were of a dual nature and were aimed at evading the obligations of LLP "S" and LLP "T" on the advice of Sh., who knew about the guarantee obligations of both M. personally and the partnership to LLP "S" and LLP "T". In accordance with paragraph 1 of Article 28 of the Law of the Republic of Kazakhstan "On Limited and Additional Liability Partnerships", the shares of all participants in the authorized capital and, accordingly, their shares in the value of the property of a business partnership (share in property) are proportional to their contributions to the authorized capital, unless otherwise provided by the constituent documents. Considering that M. was the only participant in the partnership, the size of the share in the authorized capital, and therefore in the value of the partnership's property at the time of alienation from the seller, M. was 100%. At the time of the transaction on the alienation of 100% of the share in the authorized capital, the partnership's balance sheet contained immovable and movable property in the form of a mill complex in Almaty for a total amount of over 350,000,000 tenge.  Thus, the alienation of 100% of the share in the authorized capital of the partnership is equivalent to the purchase and sale of the entire property of the partnership. However, when concluding a purchase and sale agreement for a share in the authorized capital of the partnership, the parties to the transaction limited themselves to determining the nominal value of the share in the total amount of 1,000,000 tenge. This circumstance also confirms the fact that the said transaction was concluded only for show, without the intention of causing legal consequences, only in order to evade obligations to creditors (Article 160 of the Civil Code of the Republic of Kazakhstan). During the consideration of this civil case in the court of first and appellate instances, Sh. In support of his arguments, he submitted a letter signed by M. stating that there was no debt or any obligations, with the exception of debt owed to Bank Center Credit JSC. Thus Sh. He believes that he has taken all necessary measures to establish the obligations of the partnership at the time of the alienation of the share. However, this letter proves that Sh. and M., by committing their illegal actions to evade obligations to creditors, wanted to give the transaction an "element" of legality, whereas only the financial and accounting audit of the partnership could give a bona fide acquirer, out of caution when concluding such transactions, a true picture of the financial condition of the partnership, including according to existing obligations. 

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