Capital of a Limited Liability Partnership to Another Person

amended by (11) Law of 11th July 1997 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan Concerning Issues of Banking Activity; and

(12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)".

1. A participant of a limited liability partnership shall have the right to sell or in any other way to assign his share in the charter fund authorised capital of a partnership or its part, at his discretion to one or several participants of that partnership.

2. Alienation by a limited liability partnership participant of his share (its part) to third parties shall be allowed, unless it is otherwise stipulated by the foundation documents of the partnership.

The participants of a limited liability partnership shall enjoy a pre-emption right, as compared to third parties, with regard to the purchase a share, or its part. Unless the foundation documents or an agreement between the participants of a given partnership stipulate otherwise, the priority right to purchase a share (its part) shall be exercised by the participants in proportion to the sizes of their shares in the authorised capital of the partnership. In the case of a sale of a share (its part) in violation of the pre-emption right, any participant of a limited liability partnership shall have the right to claim in a judicial procedure the transfer to him of the rights and obligations of a buyer, within three months from the day of the sale.

3. Where in accordance with the charter foundation documents of a limited liability partnership the selling of the share of a participant (part thereof) to third parties is not possible and the other participants of the partnership refuse to purchase it, the partnership shall be obliged to pay to the participant its actual value or to issue to him in kind the assets which correspond to that value.

4. The share of a participant of a limited liability partnership may be sold prior to its full payment only in the part which had been paid-up already.

5. In the case where a share of a participant (part thereof) is acquired by the limited liability partnership itself, it shall be obliged to sell it to any other participants or third parties within the deadlines and in accordance with the procedure stipulated in legislative acts and the foundation documents of the partnership, or to reduce its charter fund authorised capital. During that period the distribution of profits net income and also voting in the supreme governing body shall be carried out without taking into account the share acquired by the limited liability partnership.

6. The shares in the charter fund authorised capital of a limited liability partnership shall be transferred to the inheritors of citizens and to the legal successors of legal entities which are participants in partnership, unless the foundation documents of the partnership stipulate that such a transfer is permitted only with the consent of the other participants of the partnership. Refusal to accept the transfer of a share shall entail the obligation of the partnership to pay to the inheritors (legal successors) of the participant its actual value or to issue to them in kind the assets worth the same value, in accordance with the procedure and on the conditions stipulated in legislative acts and in the foundation documents of the partnership.

Legislative acts may stipulate special considerations in the transfer of a share to the legal successors of legal entities.