Article 4. Constituent documents of a business partnership. State registration of an economic partnership of the Law on Economic Partnerships
1. The founding documents of a business partnership are the founding agreement and the charter.
Subjects of small, medium and large businesses established in the organizational and legal form of a business partnership may carry out their activities on the basis of a standard charter, the content of which is determined by the Ministry of Justice of the Republic of Kazakhstan.
2. The charter is the founding document of an economic partnership, which is established by one person.
3. The content of the founding agreement of a business partnership is a commercial secret. The founding agreement is subject to presentation to state or other official bodies, as well as to third parties only by decision of the participants in the business partnership or in cases established by legislative acts.
All interested persons have the right to familiarize themselves with the charter of the business partnership.
4. The founding agreement of a business partnership is signed by all its participants.
5. The charter of a business partnership is signed by the founder, appointed in accordance with the founding agreement as the manager of this partnership, or by a person appointed by the participants of the business partnership as its first head (senior official), unless otherwise provided by legislative acts.
The charter of an economic partnership, the founder of which is one person, is signed by this founder.
6. Excluded by the Law of the Republic of Kazakhstan dated December 24, 2012 No. 60-V (effective after ten calendar days after its first official publication).
7. In the founding agreement, the founders undertake to create a business partnership, establish the procedure for its creation and determine the conditions for: transferring their property to the ownership of the partnership; conditions in its activities; distribution of profits and losses among the founders; management of its activities; withdrawal from its membership; the amount of shares of each of the founders; the size, composition, timing and the procedure for their contributions; the responsibility of the founders for violating the obligations to make contributions; the size and composition of the authorized capital.
The founding agreement of a business partnership must contain a list of the partnership's participants, indicating the last name, first name and patronymic (if any), place of residence and details of the identity document of the founders, who are individuals, as well as the names and locations of the founders, who are legal entities.
The founding agreement may contain other information provided by the legislation or the founders.
8. The charter of the business partnership is approved by the founders, which is reflected in the founding agreement.
The charter of a business partnership defines: the type of partnership, its name, location, period of activity (if it was established at its establishment), the powers of the head, management and control bodies, their competence, the procedure for the formation of property, the procedure for distributing profits and compensating losses, the procedure and deadlines for providing documents and information about the activities of the partnership to the participants of the partnership, as well as to purchasers of shares of information about the partnership 's activities; the name of the mass media used to publish information about the partnership's activities; the rights and obligations of the partnership's participants, the procedure for approving documents regulating the internal activities of the partnership and the procedures for their adoption, the procedure for making decisions by the partnership's bodies and their cancellation, the conditions for termination (reorganization or liquidation) of the partnership, as well as the relationship between the partnership and the founders (participants).
The charter of a business partnership must contain a list of participants in the partnership (with the exception of a partnership whose register of participants is maintained by the central securities depository), indicating the surnames, first names and patronymics (if any), place of residence and identity document data (for individuals), as well as the name and location (for legal entities)..
The charter may contain other provisions stipulated by the laws of the Republic of Kazakhstan or the founders.
9. In addition to the conditions specified in paragraphs 7 and 8 of this article, the constituent documents must also contain the conditions stipulated by this Law for the relevant types of partnerships.
10. In the absence of the conditions provided for in paragraphs 7, 8 and 9 of this article, the constituent documents shall be declared invalid at the request of state bodies to which such a right has been granted by legislative acts, as well as at the request of other interested persons in court.
11. After the state registration of the business partnership, the founders are members of the partnership.
12. The list and content of the constituent documents of certain types of commercial organizations not provided for by this Law, established in the form of business partnerships, are determined by legislative acts on these organizations.
13. State registration of business partnerships is carried out in accordance with the procedure established by the legislation of the Republic of Kazakhstan on state registration of legal entities and registration of branches and representative offices.
The specifics of the state registration of business partnerships with the participation of foreign states, international organizations, foreign legal entities and citizens, as well as stateless persons are determined by the legislation of the Republic of Kazakhstan.
The Law of the Republic of Kazakhstan dated May 2, 1995 No. 2255.
President
Republic of Kazakhstan
© 2012. RSE na PHB "Institute of Legislation and Legal Information of the Republic of Kazakhstan" of the Ministry of Justice of the Republic of Kazakhstan
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