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15

Approved by
General Meeting of Partners of
__________ LLP
of __________________, 201__
# ______

ARTICLES
16

of Limited Liability Partnership


__________

Almaty city, 201__

1.1.

1.2.
1.2.1.

1. General Provisions
These articles of the Limited Liability Partnership _______________ (hereinafter
referred to as Partnership) determine its name, location, order of establishment and
competence of its authorities, conditions of reorganization and stoppage of its activity,
and also other provisions, not conflicting with the legislation of Republic of
Kazakhstan.
The founders (hereinafter referred to as Participants) of the Partnership are:
LLP ____________, hereinafter referred to as LLP __________, being legal
entity according to the legislation of Republic of Kazakhstan, located at ___________
Republic of Kazakhstan, Almaty city, _____________ str, ____, registered in the
administration of Justice of Almaty city in ___________ _________year (certificate
of state registration of legal entity __________ from ___________, 2005, initial
17

state registration date ____________, 1997), TRN___________, bank: IIC


___________ in JSC ____________, Almaty city, BIC _______________;
1.2.2. LLP ____________, hereinafter referred to as LLP __________, being legal
entity according to the legislation of Republic of Kazakhstan, located at ___________
Republic of Kazakhstan, Almaty city, _____________ str, ____, registered in the
administration of Justice of Almaty city in ___________ _________year (certificate
of state registration of legal entity __________ from ___________, 2005, initial
state registration date ____________, 1997), TRN___________, bank: IIC
___________ in JSC ____________, Almaty city, BIC _______________;
1.3.
Address of the Partnership: ___________, Republic of Kazakhstan, Almaty city,
__________, ____.
1.4.
Trade name of the Partnership:

in state language:
complete: ________ ;
abbreviated: __________ ;

in Russian language:
complete: ____________;
abbreviated: _____________;

in English language:
complete: Limited Liability Partnership ____________
abbreviated: LLP __________
1.5. The Partnership being established for undefined period.
1.6. The Partnership is subject of the large-scale business with the annual cost of assets
exceeding 325-times the monthly design index, established by the law on republican
budget on the corresponding fiscal year.
1.7. Articles of the Partnership are drawn-up in accordance with the legislation of Republic of
Kazakhstan and are being the document determining legal status of the Limited Liability
Partnership __________ as legal entity.
1.8. Articles of the Partnership are drawn-up in 3 (three) original copies in Kazakh and
Russian languages. At the same time they all have same legal effect.

2. Legal status of the Partnership


2.1. The Partnership is being established in organizational-legal form of limited liability
partnership and is being legal entity, established and acting in accordance with the
legislation of Republic of Kazakhstan and Articles of the Partnership.
2.2. The Partnership acquires rights of legal entity from the day of its state registration in
justice authorities, has trade mark; seal with the indication of its name in Kazakh and
Russian, English and necessarily in other languages; company blanks and other visual
identification instruments; brand name and symbolism.
2.3. The Partnership has right to perform following actions on its behalf:
2.3.1. to conclude contracts (contracts, agreements), to conclude deals and other actions, not
prohibited by the legislation of Republic of Kazakhstan;
2.3.2. acquire in Republic of Kazakhstan and abroad shares in assessed capital of legal
entities, buildings, facilities, land areas, securities, industrial samples, inventions,
useful models, information, including scientific- technical rights, copyright and
adjacent rights, and also any other property;
2.3.3. establish in Republic of Kazakhstan and abroad legal entities, branches, representative
offices and/or other independent authorities;

18

2.3.4. alienate, property rent, give borrowings or otherwise dispose of property and property
rights that belong to it, in the order, determined by the legislation of Republic of
Kazakhstan and of the Partnership;
2.3.5. invest long-term deposits in securities of other legal entities, assessed capitals of legal
entities on the territory of Republic of Kazakhstan and abroad, other investments in the
view to receive long-term revenues in the order, established by the legislation of
Republic of Kazakhstan;
2.3.6. conduct business outside of the Republic of Kazakhstan; participate in the
establishment and activity of international associations and organizations with the
share of foreign legal entities and physical persons;
2.3.7. in established order open bank accounts in the banks of Republic of Kazakhstan and
abroad;
2.3.8. at its own expense introduce additional, in comparison to that foreseen by the
legislation of Republic of Kazakhstan, labor and social privileges for the staff and/or
separate employees of the Partnership;
2.3.9. acquire and perform other property and owned non-property rights.
2.4. The Partnership owns its own balance.
2.5. Participants of the Partnership dont bear its liabilities and take the risk of losses
regarding the activity of the Partnership within the cost of funds invested by them.
2.6. The Partnership bears its liabilities by all the property it owns. The Partnership doesnt
bear liabilities of its Participants. Participants of the Partnership who invested funds in the
assessed capital of the Partnership bear solidary liability of its responsibilities within the
cost of invested part of the deposit of each Participant of the Partnership.
2.7. If the bankruptcy of the Partnership is resulted from the actions of its Participants, then if
the Partnership lacks funds, Participants of the Partnership bear liability of the creditors
subsidiary responsibility.
2.8. The partnership bears liability before third parties of responsibilities, approved by the
authority of the Partnership with the misuse of its powers, established by the Articles of
the Partnership, except for the cases foreseen by the legislation of Republic of
Kazakhstan.
3. Rights and responsibilities of Participants of the Partnership
Participants of the Partnership have right to:
3.1.1. participate in the disposal of business affairs of the Partnership in order, established by
the legislation of Republic of Kazakhstan;
3.1.2. receive information about the activity of the Partnership and be informed of its bookkeeping and other documentation in order, foreseen by the legislation of Republic of
Kazakhstan and Articles of the Partnership;
3.1.3. address itself to the Partnership with written demand or the information about its
activity and receive responsible answers within the period, established by international
legal documents of the Partnership;
3.1.4. elect and be elected in the authorities of the Partnership;
3.1.5. be informed of the results of audit of the activity of the Partnership by authorized state
agencies of Republic of Kazakhstan and/or authorized representatives of Participants
of the Partnership;
3.1.6. receive revenue from the activity of the Partnership in accordance with the legislation
of Republic of Kazakhstan, constituent documents of the Partnership and decisions of
the General meeting of Participants of the Partnership;
3.1.7. receive, in the case of liquidation of the Partnership, cost of the part of property, left
after the settlement with creditors, or, upon agreement of all Participants of the
Partnership, part of this property in nature;
3.1.

19

3.1.8. demand for the audit of the Partnership at his own expense;
3.1.9. cancel the participation in the Partnership by alienation of his share in order, foreseen
by legislation of Republic of Kazakhstan and constituent documents of the
Partnership;
3.1.10. Contest judicially resolutions of managerial bodies of the Partnership that violate their
rights provided for by legislative acts and(or) Charter of the Partnership;
3.1.11. Above indicated rights of Participants of the Partnership are not exhaustive.
Participants of the Partnership may use other rights, foreseen by the legislation of
Republic of Kazakhstan and constituent documents of the Partnership. Any decisions
of the Partnership, purposing limitation of above mentioned rights of Participants of
the Partnership, are not valid.
3.2. Participants of the Partnership are obliged to:
3.2.1. conform requirements of constituent documents of the Partnership;
3.2.2. invest deposits in assessed capital of the Partnership in order, amounts and in period,
foreseen by the constituent documents of the Partnership;
3.2.3. not disclose information about the Partnership or its activity, which is the commercial
or other protected secret;
3.2.4. completely and duly perform their responsibilities in front of the Partnership;
3.2.5. render to the Partnership any kind of assistance in performing business affairs;
3.2.6. assist in the decrease of current expenses of other Participants of the Partnership,
regarding activity of the Partnership;
3.2.7. decline, including, but not being limited by any decisions and or activities (inactivity),
which may bring losses (actual damage and omitted benefit) to the Partnership or bring
damage to its (the Partnership) business reputation;
3.2.8. notify Executive body and also registrar in written, in the event of keeping of the
Register of Partners of Partnership, on any changes in information provided for by the
clause 2) of the Article 17 of Republic of Kazakhstan Law On Limited and
Superadded liability;
3.2.9. bear other responsibilities, established by the legislation of Republic of Kazakhstan
and constituent documents of the Partnership.
4. Goals and type of activities of the Partnership
4.1.
4.1.1.
4.1.2.
4.1.3.

Goal and purpose of the activity of the Partnership are:


______________________________________________;
receipt of the revenue from the activity of the Partnership with interest of Founders;
other goals, not contradicting to the legislation of Republic of Kazakhstan and present
Articles of the Partnership.
4.2. Major types of activity of the Partnership are as following:
4.2.1. _________________________;
4.2.2. realization of the production being produced by the Partnership;
4.2.3. investment activity;
4.2.4. innovation activity;
4.2.5. commercial and intermediary activity;
4.2.6. foreign-economic activity;
4.3.
The Partnership has right, in order and conditions, established by the legislation of
Republic of Kazakhstan, on the territory of Republic of Kazakhstan and abroad.
4.4. Separate types of activity, which must be licensed in accordance with the legislation of
Republic of Kazakhstan are performed only after the reception of corresponding
license.
5. Assessed capital and property of the Company
20

5.1.
5.2.
5.3.
5.3.1.
5.3.2.

5.4.
5.5.
5.6.

5.7.

5.8.

5.9.

Assessed capital of the Partnership is formed by the joining of deposits of Participants


of the Partnership.
Assessed capital of the Partnership is formed in purpose of securing the activity of the
Partnership and amounts ______________ (___________________) tenge.
Shares and amounts of the deposits of Participants of the Partnership in assessed
capital of the Partnership include:
of Participant: LLP "___________" - ___ (____) % of the share, what amounts
___________ (_______________) tenge;
of Participant: LLP "___________" - ___ (____) % of the share, what amounts
___________ (_______________) tenge;
Assessed capital of the Partnership is formed by Participants of the Partnership in
corpore prior to the state registration of the Partnership in the justice authorities.
Decrease or increase of the assessed capital of the Partnership is performed in
accordance with the legislation of Republic of Kazakhstan.
Participant of the Partnership, who has not deposited, within the time defined by
the constituent documents or authorities of the Partnership, his share in corpore, is
obliged to compensate to the Partnership losses resulted from it and pay to the
Partnership the forfeit. Amount of the forfeit is valued resulting from the official rate
of re-financing of the National Bank of Republic of Kazakhstan on the day of
depositing by Participant of the Partnership its share completely.
The Partnership is the owner of the property, which was deposited in assessed capital of
the Partnership as deposit, property, received as a result of its business affairs, and also
property acquired regarding other reasons which don't contradict to the legislation
of Republic of Kazakhstan.
The Partnership by the decision of General meeting of Founders of the Partnership
can establish reserve capital and other funds of the Partnership. Order of establishment
o reserve capital and other funds of the Partnership are defined by the decision of
General meeting of Participants of the Partnership and internal legal documents of the
Partnership.
The Partnership or its property can be transferred in the asset management only by
the decision of General meeting of Participants of the Partnership.
6. Authorities of the Partnership

6.1.

Authorities of the Partnership are considered to be:


6.1.1.
Superior body - General meeting of Participants;
6.1.2.
Supervisory body Supervisory Board;
6.1.3.
Executive body - Director General (sole);
6.1.4.
Control body Auditing commission.
7. General meeting of Participants

7.1.

Exclusive competence of General meeting of Participants of the Partnership includes:


7.1.1. alteration of Articles of the Partnership, including alteration of the amount of assessed
capital, location and company name, or approval of Articles of the Partnership in new
edition;
7.1.2. making the decision about reorganization or liquidation of the Partnership;
7.1.3. election of the Director General of the Partnership and early abandonment of his office;
7.1.4. election and pre-term withdrawal of powers of Supervisory Board and Auditing
Commission of the Partnership, and approval of reports and opinions of Auditing
Commission of the Partnership;
7.1.5. making decision about the transfer of the Partnership or its property in asset management
21

and determination of the conditions of such transfer;


7.1.6. approval of internal rules, procedure of adoption of such rules and other documents,
regulating internal activities of the Partnership, except for the documents, which, in
accordance with provisions of the Charter of the Partnership, shall be approved by
other managerial bodies of the Partnership, including:
a) Provision on General Meeting of Partners of the Partnership;
b) Provision on Supervisory Board of the Partnership;
c) Provision on Auditing Commission of the Partnership;
d) Provision on branches and representations;
7.1.7. appointment of liquidation commission and approval of liquidation balances;
7.1.8. making decision about involuntary redemption of the share from Participant of the
Partnership in accordance with the legislation of Republic of Kazakhstan;
7.1.9. making decision about pawning of all or the part of property of the Partnership;
7.1.10. making decision about investing of additional deposits into the property of the Partnership
in accordance with the legislation of Republic of Kazakhstan;
7.1.11.
7.1.12.
7.1.13.

7.2
7.2.1
7.2.2
7.3.

7.4.

7.5.

7.6.

7.7.

7.8.

approval of the annual financial accounting of the Partnership, allocation of pure revenue
of the Partnership;
making decisions on participation of the Partnership in establishing and activities of
any other enterprises and non-profit organizations;
establishing of procedure and time of provision to Partners of the Partnership and to
purchasers of participating interest in the Partnership of information on activities of the
Partnership.
Terms of reference of General Meeting of Partners of the Partnership covers:
decisions on establishing by the Partnership of branches and representative offices;
other issues related to terms of reference of the General Meeting of Partners of the
Partnership.
Prohibited the transfer of the matters, decisions regarding which are considered to
be exceptional competence of General meeting of Participants of the Partnership, to the
competence of the officers and employees of the Partnership, if other is not foreseen by the
legislative acts of Republic of Kazakhstan.
General meeting of Participants of the Partnership, not depending on the fact,
if its exceptional competence is determined or not in Articles of the Partnership, has right
to accept to be considered any matter regarding activity of the Partnership.
Within 3 (three) months after the end of fiscal year General meeting of Participants of
the Partnership must approve annual financial accounting of the Partnership and determine
the order of allocation of pure revenue of the Partnership for the previous fiscal year.
Special General meeting of Participants of the Partnership may be called on the
initiative of Director General, and/or Participant of the Partnership in the cases, foreseen
by the legislation of Republic of Kazakhstan, constituent documents of the Partnership,
and also in any other cases, when convocation of such special General meeting of
Participants of the Partnership is required due to the interests of the Partnership.
Order of convocation and preparation of the General meeting of the Partnership
is determined in accordance with legislation of Republic of Kazakhstan. At the same time
body of the Partnership or person, calling General meeting of Participants of the
Partnership, are obliged, not later than 15 (fifteen) days before the opening of General
meeting of articipants of the Partnership, to inform in written form about it each
Participant of the Partnership at address, indicated in the register of Participants of the
Partnership, which is kept by Executive body of the Partnership. Notice should contain
time and place of General meeting of Participants of the Partnership, and also offered
agenda with the attachment of necessary materials regarding agenda.
Regulations of the General meeting of the Partnership are determined in accordance with
the legislation of Republic of Kazakhstan, Articles of the Partnership, internal legal
22

7.9.

7.10.

7.11.

7.12.
7.13.

7.14.

7.15.

7.16.

7.17.

7.18.

7.19.
7.20.
7.21.

documents of the Partnership or directly by the General meeting of Participants of the


Partnership.
Before the opening of General meeting of Participants of the Partnership there is
conducted registration of arrived Participants of the Partnership and their representatives.
Representatives of Participants of the Partnership must show proper powers.
Unregistered Participant (Participant's representative) of the Partnership is not taken
into account at the determination of quorum and don't have right to make decision in
voting.
General meeting of Participants of the Partnership is opened at announced time
provided that registration data of arrived Participants of the Partnership and their
representatives give satisfactory grounds to consider availability of proper quorum.
General meeting can not be opened before announced time, except for the case, when
all Participants of the Partnership or their representatives are already registered, notified
and agreed to change the time of opening of General meeting of Participants of the
Partnership.
General meeting of Participants of the Partnership is considered to be authorized, and the
requirements of quorum met, if attending or presented Participants of the Partnership
keeps together 100 percent from the total number of votes.
In the case of absence of the quorum General meeting of Participants of the Partnership is
called not later than 15 (fifteen) days after the day of first convocation.
General meeting of Participants of the Partnership is opened by Director General of the
Partnership or authorized person by order. General meeting of Participants of the
Partnership, called by Participant of the Partnership, is opened by him.
Person, opening General meeting of Participant of the Partnership, arranges elections of the
chairman ad secretary of General meeting of Participants of the Partnership. At the
voting regarding the matter of election of chairman and secretary of General meeting of
Participants of the Partnership each Participant of the Partnership has got 1 (one) vote,
and decision is made unanimously.
Before the commencement of negotiations regarding matters included into the agenda,
General meeting of Participants of the Partnership should establish quorum. Nonobservance of this requirement results in invalidity of all the decisions made by General
meeting of Participants of the Partnership before the availability of the quorum is
ascertained.
At the voting regarding matters, indicated in subparagraphs 7.1.1, 7.1.2, 7.1.4, 7.1.6, 7.1.7,
7.1.8 and 7.1.9 of the paragraph 7.1 of Articles of the Partnership, it is required to
establish quorum directly before the voting again.
General meeting of Participants of the Partnership has right to make decisions only
regarding matters of agenda, informed by Participant of the Partnership in order,
established by the legislation of Republic of Kazakhstan. At the same time matters,
inclusion of which into the agenda of General meeting of Participants of the Partnership
was demanded by Participants of the Partnership in order, established by legislation of
Republic of Kazakhstan, are considered to be included in the agenda even in the case,
if body or persons, calling General meeting of Participants of the Partnership, didn't
perform their responsibilities, foreseen by the legislation of Republic of Kazakhstan.
Decisions regarding matters, indicated in subparagraphs 7.1.1, 7.1.2, 7.1.4, 7.1.6, 7.1.7,
7.1.8 and 7.1.9 of the paragraph 7.1 of Articles of the Partnership, are made by
Participants of the Partnership solely, regarding other - by majority of votes.
Decisions of General meeting of Participants of the Partnership are made by voting, if
internal legal documents of the Partnership don't foresee secret voting.
Order of General meeting of Participants of the Partnership is established by the legislation
of Republic of Kazakhstan.
Materials regarding matters, offered for the examination by General meeting of Participants
of the Partnership, must contain information as much as required and sufficient
23

for the reasonable decisions regarding these matters.


8.1

8.2

8.3
8.4

8.5
8.6

a)

8. Supervisory Board
Supervisory Board is set up for the purpose of control over activities carried out by the
Executive body of the Partnership. Working procedure of Supervisory Board and
powers of its members shall be determined in accordance with provisions of legislation
of the Republic of Kazakhstan, Charter of the Partnership and Provision on
Supervisory Board.
Members of Supervisory Board shall be elected by General Meeting of the Partners in
the number determined by the General Meeting of the Partners and for the period set
by General Meeting of the Partners, at that the term of office of members of
Supervisory Board shall not exceed five years.
Partner of the Partnership financing and acting as guarantee under liabilities of the
Partnership to any third parties shall have priority number of members of Supervisory
Board for the whole period of financing and/or validity of guarantee.
Only natural persons can act as members of Supervisory Board. Member of
Supervisory Board cannot be at the very same time a member of Executive body of the
Partnership.
Pre-term withdrawal of powers of members of Supervisory Board of the Partnership
shall be by resolution made by Partners of the Partnership on any basis in accordance
with legislation of the Republic of Kazakhstan. Pre-term voluntarily vacation of a seat
by a member of Supervisory Board can be on any reason and at any time by means of
written notification of Supervisory Board and General Meeting of Partners of the
Partnership. A member of Supervisory Board of the Partnership whos voluntarily
steps out Supervisory Board shall do it no earlier than two weeks and no later than six
months after the date of his/her notification.
Amounts of remunerations and compensations paid to the members of Supervisory
Board shall be set by General Meeting of Partners of the Partnership, and amounts of
remuneration of members of Supervisory Board shall be determined annually.
The following issues refer to the terms of reference of the Supervisory Board of
the Partnership:
8.6.1
Determining priority lines of the Partnerships activity;
8.6.2
Resolutions on convening of annual and extraordinary General Meetings of
Partners of the Partnership;
8.6.3
Preliminary approval of annual financial statement of the Partnership;
8.6.4
Conclusion of individual labour contracts and determining of amount of
remuneration and bonuses of Director General of the Partnership;
8.6.5
Submission of proposals to General Meeting of Partners of the Partnership
for consideration in accordance with provisions of the Republic of Kazakhstan and
Charter of the Partnership;
8.6.6
Determination and confirmation of wages fund, confirmation of list of
members of staff, terms and system of remuneration of labor, and approval of its
regulations;
8.6.7
Forming of auditing committee and amount of payment for services of
auditors;
8.6.8
Approval of annual budget (financial plan) of the Partnership;
8.6.9
Approval of finished products timetable and schedule of finished products
shipping for export;
8.6.10
Determining information that is of confidential nature and being service,
commercial or any other protected by law secret of the Partnership; and approval of the
corresponding Provisions;
8.6.11
Approval of:
Provisions on remuneration and material motivation of employees of the Partnership
24

b)
c)
d)

Provisions on business trips;


Provisions on planning;
Provisions on establishing capital reserve fund.
8.6.12
Approval of income and expenses budget of the Partnership;
8.6.13
Approval of budget (estimation) of expenditure of the Partnership for a
period;
8.6.14
Approval of consolidated investment plan of the Partnership.
8.6.15
Any other issues that may be included in the terms of reference of the
Supervisory Board in accordance with legislation of the Republic of Kazakhstan,
resolution of General Meeting of Partners of the Partnership, Charter and Provision on
Supervisory Board.
9. Director General of the Partnership

9.1.
9.2.

9.3.

9.4.

Sole executive body of the Partnership, performing current management of the activity
of the Partnership and arranging its affairs, is Director General.
Director General of the Partnership is elected by General meeting of Participants f
the Partnership for the defined period, but no more than 5 (five) years. Director
General of the Partnership can be re-elected with no limitations, if other is not
foreseen by the legislation of Republic of Kazakhstan.
Functions, rights and responsibilities of Director General of the Partnership are defined
by the legislative acts of Republic of Kazakhstan, Articles of Partnership, and also
individual labor contract, being concluded with him.
Director General of the Partnership:

arranges execution of decisions of General meeting of Participants and Supervisory Board


of the Partnership;
9.4.2. acts on behalf of the Partnership without power of attorney;
9.4.3. issues powers of attorney on the right to represent the Partnership, including powers of
attorney with the right transfer option;
9.4.4. makes decisions about claiming on behalf of the Partnership to legal entities and citizens
in Republic of Kazakhstan and abroad;
9.4.5. holds the position of employer regarding workers of the Partnership, declares orders and
instructions, gives directions which are being obligatory for all workers of the Partnership;
9.4.6. in defined order and period submits for consideration of General meeting of Participants
matters regarding activity of the Partnership;
9.4.7. prepares annual and other financial accounting and balances of the Partnership, ensures
availability of these materials for the consideration of General meeting of Participants
of the Partnership and Supervisory Board. Director General of the Partnership presents
to Participants, Supervisory Board and auditing organizations of the Partnership
documents by demand in order, established by the legislation of Republic of
Kazakhstan, these Articles and internal legal documents of the Partnership;
9.4.8. annually not later than three months after the end of financial accounting year render
account for Supervisory Board and General meeting of Participants of the
Partnership about realization of annual production and other plans of the Partnership,
about results of financial-economic activity of the Partnership in accounting period and
offers activity plan of the Partnership for the following period taking into account
satisfaction of interests of Participants of the Partnership and forecast of development of
the situation on markets, on which the Partnership owns interests;
9.4.9. approves internal legal documents of the Partnership (job descriptions, regulations, rules
and other internal documents of the Partnership, not connected with approval,
alteration of finance plan, budget and strategy of the Partnerships development), which
are not considered exceptional competence of General meeting of Participants of the
9.4.1.

25

Partnership and Supervisory Board of the Partnership;


9.4.10. in the case of absence transfers its responsibilities of Director General to Deputy or
another person, who acts on the basis of order about the transfer of responsibilities of
Director General and Articles of the Partnership;
9.4.11. don't have right to make decisions, contradicting to the decisions of General meeting of
Participants and the Partnership, such decisions are considered to be invalid from the
moment of their acceptance;
9.4.12. close deals with any third parties within the limits of amount set by Supervisory Board
of the Partnership;
9.4.13. has right to submit matters regarding its competence for the consideration by General
meeting of Participants of the Partnership for the decision;
9.4.14. executes other powers, not considered by the legislation of Republic of Kazakhstan and
these Articles to be exceptional competence of General meeting of Participants
and the Partnership.
9.5.

9.6.
9.7.

10.1

10.2
10.3
10.4

10.5

10.6

10.7
10.8

Director General shall provide to a Partner of the Partnership (and also to purchasers
of participating interest in capital of the Partnership) requested information and
documentation on activity carried out by the Partnership within 10 (ten) workdays
from the moment of receipt of such request.
At the execution of his responsibilities Director General of the Partnership must act
in interests of the Partnership, conscientiously and reasonably.
Director General has deputy regarding financial matters, who signs all financial
documents of the Partnership, including bank payments.
10. Auditing Commission. Accounting and reporting
Auditing Commission is set up for the purpose of exercising control over financial
and economic activities of the Partnership. Number of members of Auditing
Commission or their representatives shall be 3 (three) members and term of their
office shall not exceed 5 (five) years.
Members of Auditing Commission cannot be simultaneously the members of
Executive body of the Partnership.
Working procedure of the Auditing Commission shall be determined by the present
Charter and also by the rules and other documents regulating internal activities of the
Partnership.
Auditing Commission shall have the right to conduct audit of financial-and-economic
activities of the Executive body of the Partnership at any time. For this purpose
Auditing Commission shall have unconditional access to all documentation of the
Partnership. On request of the Auditing Commission Executive body shall provide all
the necessary comments in written and/or oral form.
Auditing Commission shall without fail conduct audit of annual financial statements
of the Partnership prior to its approval by General Meeting of the Partners of the
Partnership that does not have right to approve annual financial statements of the
Partnership without report of Auditing Commission or Auditor.
For the examination and approval of the accuracy of annual finance accounting of
the
Partnership, and also current condition of its affairs, the Partnership hires auditing
organization (auditor), having no connection with property interests with Participants
and authorities of the Partnership (external audit).
The Partnership shall maintain all kinds of accounting of its activity provided for by
current legislation of the Republic of Kazakhstan.
The Partnership shall keep books of results of its activities, maintain statistical and
financial reporting in accordance with provisions of current legislation of the
Republic of Kazakhstan.
26

10.9
10.10
10.11
10.12
10.13

Executive body of the Partnership is in charge of all kinds of record keeping in


accordance with current legislation of the republic of Kazakhstan.
In the event of non-provision of data of all kinds of records (book) keeping or
provision wrong data, Director General and other officials of the Partnership shall be
held liable in accordance with current legislation of the Republic of Kazakhstan.
Financial year of the Partnership shall be from January 1 till December 31 of one
calendar year. First financial year of the Partnership shall begin from the date of
State registration of the Partnership.
Partners of the Partnership shall have the right to require auditing of financial
statement of the Partnership at their own expense.
The Partnership shall be held liable for violation of procedure and reliability of
accounting and reporting in accordance with legislation of the Republic of
Kazakhstan.

11. Allocation of pure revenue of the Partnership


11.1.

11.2.

11.3.

11.4.
11.5.

11.6.

12.1.

12.2.
12.3.
12.4.

Pure revenue received by the Partnership regarding results of its activity for the year,
is allocated between Participants of the Partnership in accordance with their shares
in assessed capital of the Partnership on the basis of the decision of regular General
meeting of Participants of the Partnership, regarding the mater of approval of
financial-economic activity of the Partnership for corresponding year.
In the case of approval by General meeting of Participants of the Partnership of
decision about payment to Participants of the Partnership of pure revenue, payment must
be performed in cash within one month from the date of acceptance of such decision.
In the case non-payment of pure revenue within the period, established for such
payment, Participants of the Partnership are paid capital amount of the revenue of
the Partnership and penalty, calculated form the official rate of re-financing of
National Bank of Republic of Kazakhstan on the day of execution of bill of debt or its
corresponding part.
General meeting of Participants of the Partnership has right to make decision about
the exclusion of pure revenue of the Partnership or its part from the allocation.
Possible losses of the Partnership are covered at the expense of capital of the Partnership
in the case of its establishment in the Partnership. At the lack of funds of reserve
capital of the Partnership for the covering of losses of the Partnership, decision
about the sources of their covering is made by General meeting of Participants of the
Partnership.
The Partnership don't have right to allocate pure revenue of the Partnership till
Participants of the Partnership completely form assessed capital of the Partnership.
12. Personnel of the Partnership
Personnel of the Partnership include all citizens, who are in labor relation with
the Partnership on the basis of individual labor contract.
The Partnership has right to hire Kazakh and foreign specialists in order, established by
the legislation of Republic of Kazakhstan.
Conditions of labor and social rights of workers of the Partnership are defined
in accordance with the legislation of Republic of Kazakhstan.
Workers of the Partnership must be ensured with pension in accordance with the
legislation of Republic of Kazakhstan.
13. Confidential information

13.1.

In the case if Participant of the Partnership discloses to the Partnership information,


which is being its exceptional property, while disclosed information is presented in
27

written and has stamp "Confidential", the Partnership obliges itself to keep such
information secret, and control the non-disclosure of this information without written
consent if it discloses (if reasonable) such information to any third parties, and not to
use or disclose this information otherwise than it is foreseen by the legislation of
Republic of Kazakhstan and Articles of the Partnership. Above mentioned
requirement regarding protection of confidential information of the Partnership is
valid also for all workers of the Partnership. Provisions mentioned above are not
considered to be information with the stamp "Confidential", which is:
widely known, became known as a result of activity (inactivity) of Participant
of the Partnership;
- presented to Participant of the Partnership by third party on legal basis without limitation of the right
of its following disclosure;
- to be disclosed in accordance with the requirements of legislation of Republic of Kazakhstan.
13.2.
At the transfer by Participant of the Partnership of any rights and responsibilities,
its successors must keep in secret documents, data and information, indicated in the
paragraph 13.1 of these Articles, in accordance with legislation of Republic of
Kazakhstan.
13.3.
Provided that Participant of the Partnership be informed, the Partnership has right
to present documents, data, reports and information to further mentioned third
parties on their demand:
corporative bound organizations, and also third parties, rendering services to the
Partnership, as these third parties must have the access to confidential information of
the Partnership for the execution of its responsibilities in front of the Partnership;
- successors of the Partnership, acquiring rights and responsibilities in accordance with the
legislation of Republic of Kazakhstan and Articles of the Partnership.
- The Partnership, presenting documents, information, data and reports to third parties in
accordance with paragraph 13.3 of Articles of the Partnership, must oblige them to
undertake obligations regarding protection of the confidential information of the Partnership,
foreseen by Articles of the Partnership.
13.4.
Accordance of the information with the stamp "For the office use" to foreign citizens
and organizations , performing their responsibilities in front of the Partnership, is
performed in accordance with the legislation of Republic of Kazakhstan.
13.5.
Responsibilities, accepted in accordance with this chapter of Articles of the
Partnership, has the period of validity, indicated in the legislation of Republic of
Kazakhstan and in concluded contracts. Stoppage of activity of the Partnership is not
considered the basis for the alteration or annulment of indicated responsibilities.
13.6.
The Partnership must inform Participants of the Partnership about the activity of
the Partnership, regarding interests of Participants of the Partnership. Accordance of
information about activity of the Partnership regarding interests of Participants of
the Partnership, is performed in accordance with the legislation of Republic of
Kazakhstan and these Articles and internal legal documents of the Partnership.
13.7.
Documents of the Partnership regarding its activity must be stored by the
Partnership within all period of its activity at the time of situation of executive body of
the Partnership.
14. Stoppage of activity of the Partnership
14.1.
14.2.

14.3.
14.4.

Stoppage of activity of the Partnership is performed by reorganization or liquidation.


Reorganization of the Partnership (merger, affiliation, de-merger, segregation,
reformation) is performed by the decision of General meeting of Participants of the
Partnership in order, foreseen by the legislation of Republic of Kazakhstan.
Liquidation of the Partnership is performed voluntarily and by the decision of the
court involuntarily.
Decision about voluntary liquidation of the Partnership is made by General meeting
28

14.5.

14.6.
14.7.

of Participants of the Partnership, which determines liquidation procedure on


agreement with creditors and under their control in accordance with the
legislative acts of Republic of Kazakhstan.
Involuntary liquidation of the Partnership is performed by the court in the cases,
foreseen by the legislative acts of Republic of Kazakhstan.
Liquidation commission is assigned by the decision of court or General meeting
of Participants of the Partnership.
Liquidation commission has powers of controlling of the Partnership in the period of
its liquidation and performing actions, which are determined by the legislation of
Republic of Kazakhstan. Staff of the liquidation commission must include
representatives from creditors of the Partnership, representatives of Participants of
the Partnership, and also other persons in accordance with the decision of General
meeting
of
Participants
of
the
Partnership.
Procedure
of
liquidation of the Partnership and order of satisfaction of requirements of its
creditors are regulated by the legislation of Republic of Kazakhstan.
15. Final regulations

15.1.

15.2.

If one of the provisions of Articles of the Partnership becomes invalid, then this
affects other provisions of the Articles. Invalid provision of the Articles is replaced
by acceptable, regarding legal affairs, and having close meaning provision in
accordance with the legislation of Republic of Kazakhstan.
hi everything else, that is not included in the Articles of the Partnership, the
Partnership acts according to the legislation of Republic of Kazakhstan.

Director General
LLP "___________"

signature

____________________

29