August 25, 2022

General meeting of LLP participants

The features and procedure for making decisions of the GMS can be found here.

The Law “About Limited and Additional Liability Partnerships” dated April 22, 1998 (hereinafter referred to as the Law) determines, in accordance with the Civil Code of the Republic of Kazakhstan, the legal status of limited and additional liability partnerships, the rights and obligations of their participants, the procedure for creating, operating, reorganizing and liquidation of partnerships.

  1. Procedure for convening the GMS
  2. The procedure for conducting the OSU
  3. Conducting OSU in absentia
  4. Challenging decisions of LLP bodies

 

  1. Procedure for convening a general meeting of LLP participants

The body or person (persons) convening the General Meeting of Participants (GMS) of the LLP shall be obliged not later than 30 days before the opening day of the meeting to notify each participant of the partnership in writing of its holding at the address indicated in the register of participants, which is maintained by the executive body of the partnership.

      The notice must indicate:

  • time, place and date of the meeting;
  • proposed agenda;
  • type of general meeting of participants: regular or extraordinary;
  • procedure for holding the meeting;
  • the procedure for conducting absentee voting and the procedure for absentee voting;
  • norms of legislative acts of the Republic of Kazakhstan, in accordance with which the meeting is held.

The Partnership has the right to additionally inform the participants through the media.

The body or person (persons) convening the GMS with limited liability, transformed from a joint-stock company, with 100 or more participants, must notify the participants of the meeting 30 days before the opening day of the meeting.

The notice of the GMS with the number of participants of 100 or more must be published in the printed publication specified in the charter of the partnership.

The body or person (persons) convening the GMS with limited liability, the register of participants of which is maintained by the central depository, with the number of participants less than 100, must, 30 days before the opening day of the meeting, notify each participant in writing of its holding at the address indicated in the register of participants.

The procedure and terms for convening the GSB of a credit partnership are determined by the legislation of the Republic of Kazakhstan on credit partnerships.

Any participant of the LLP has the right to make their proposals on the agenda of the GMS no later than 10 days before its opening. During the same period, the participants holding in aggregate five or more percent of the total number of votes have the right to include the issues determined by them in the agenda of the GMS. Compliance with this requirement is mandatory for the body or persons convening the GMS.

If, at the suggestion or at the request of the participants, changes are made to the initial agenda of the GMS, the body or persons convening the meeting must notify each participant of these changes in the manner specified above no later than 7 days before the opening of the meeting.

The body or person (persons) convening the GMS are obliged to consider the proposals received and decide on their inclusion or refusal to include them in the agenda of the GMS no later than 10 days before the opening day of the meeting. The body or person (persons) convening the GMS, in case of acceptance of proposals, are obliged to inform the participants about the amendments to the agenda, and also in case of rejection of proposals for amendments or additions to the agenda of the general meeting, give the applicant a reasoned refusal no later than 7 days before the opening of the OSU.

If the refusal to include proposals in the agenda of the GMS and the decision taken on it violate the rights and legitimate interests of the applicant, he has the right to appeal such a decision in the manner prescribed by Article 50 of the Law.

It is prohibited to include in the agenda of the GMS issues with a broad understanding, including “miscellaneous”, “other”, “other” and similar formulations.

The body or person (persons) convening the GMS are obliged, at the request of the participant, sent by him no later than 10 days before the opening of the meeting, to send him in writing and no later than 7 days before the opening of the meeting, draft decisions on all issues on the agenda, copies of documents, the discussion of which is included in the agenda, as well as other information provided for by the charter or documents regulating the internal activities of the partnership.

The documents and information specified in the previous part, as well as the financial statements and the conclusion of the audit commission (auditor) and (or) the report of the audit organization for the reporting period, must be provided to all participants for free familiarization in the premises of the executive body of the partnership from the moment of notification of the OSU , but not less than 15 days before the opening of the meeting. At the same time, LLP participants should be given the opportunity to make free copies of the documents submitted for review.

Financial statements and the conclusion of the audit commission (auditor) and (or) the report of the audit organization for the previous three years must be kept by the executive body of the partnership and at any time be provided for review to any participant. At the request of the participants, they are issued certified extracts from the specified documents.
The charter of an LLP with less than 7 participants may provide for other terms than those specified in paragraph 5 of Article 47 of the Law.

2. Procedure for holding a general meeting of LLP participants
The GMS regulations are determined in accordance with the legislation of the Republic of Kazakhstan, the charter of the partnership, rules and other documents regulating the internal activities of the partnership, or directly by the general meeting.
Before the opening of the GMS, registration of the arrived participants and their representatives is carried out. Representatives of participants must present proper credentials in accordance with paragraphs 3 and 4 of Article 42 of the Law. An unregistered participant (representative of a participant) is not taken into account when determining the quorum and is not entitled to take part in voting.
The OSU opens at the announced time, provided that the registration data of the arriving participants and their representatives give sufficient grounds to assume that there is an appropriate quorum.
The GMS cannot be open earlier than the announced time, unless all participants or their representatives have already been registered, notified and do not object to changing the opening time of the meeting.
The GMS is recognized as eligible, and the conditions of the quorum are met, if the participants present or represented on it have in aggregate more than half of the total number of votes. In cases where a decision on an issue included in the agenda must be taken by a qualified majority or unanimously, the meeting is entitled to take a decision if the participants present or represented at it have in aggregate more than two-thirds of the total number of votes.
In the absence of a quorum, the GMS shall be convened again no later than 45 days from the date of the first convocation. When re-convening the GMS, the rules established by Article 46 of the Law must be observed.
A meeting convened again is eligible, regardless of the number of votes owned by the participants present or represented at the GMS. If the participants present or represented on it have in aggregate less than half of the total number of votes, then such GSB has the right to make decisions only on issues that do not require a qualified majority of votes or unanimity.
The OSU is opened by the first head of the executive body or the one who performs his duties. An extraordinary GMS convened by the supervisory board, the audit commission (auditor) or participants is opened respectively by the chairman of the supervisory board, the chairman of the audit commission (auditor) or persons acting as them, or one of the participants who convened the meeting.
The GMS convened by the liquidation commission (liquidator) is opened by the chairman of the liquidation commission (liquidator) or a person replacing him.
The person who opens the GMS conducts the election of the chairman and secretary of the general meeting. Unless otherwise provided by the charter of the LLP, when voting on the issue of electing the chairman and secretary of the GMS, each participant in the meeting has one vote (regardless of the share in the authorized capital), and the decision is made by a simple majority of votes of those present.
Members of the executive body and its audit commission (auditor) cannot chair the GMS, except in cases where all participants present at the meeting are members of the executive body or are members of the audit commission (auditor) of the partnership.
The Secretary of the GMS is responsible for taking minutes of the general meeting.
The minutes are signed by the chairman and secretary of the GMS.
The minutes of all GMS are filed in the book of minutes, which is kept by the executive body of the partnership and must be presented at any time for review to any participant. At the request of the participants, they are given certified extracts from the protocol book.
Prior to the discussion of the issues included in the agenda, the GMS must state a quorum. Failure to comply with this requirement shall result in the nullity of all decisions taken by the GMS before it is established that there is a quorum.

When voting on issues:
• changes to the charter of the partnership (including changing the size of its authorized capital, location and company name or approval of the charter of the partnership in a new edition,
• approval of financial statements and distribution of net income; decisions on the reorganization or liquidation of the partnership,
• decisions on the compulsory buyout of a share from a partner in accordance with Article 34 of the Law,
• decisions on the pledge of all property of the partnership,
• as well as in other cases stipulated by the charter of the partnership or the rules and other documents regulating its internal activities, it is necessary to state the quorum again immediately before voting.

3. Conducting OSU in absentia
In the cases provided for by the charter of a limited liability partnership, and with the express consent of the participants holding in the aggregate more than three-quarters of the total number of votes, the GMS may be conducted in absentia by polling by means of an exchange of letters, facsimile or electronic messages, or using other means of communication. , accessible to all participants and ensuring the authenticity of transmitted and received messages.
The absentee GMS is not entitled to make decisions on the following issues:
• changes to the charter of the partnership, including changing the size of its authorized capital, location and company name, or approval of the charter of the partnership in a new edition,
• decisions on reorganization or liquidation of the partnership,
• decisions on the pledge of all property of the partnership.
Paragraphs 2, 3, 5-7 and 9 of Article 47 and paragraph 3 of Article 48, as well as the provisions of paragraphs 1-3 of Article 46 of the Law in part of the time periods stipulated by them, do not apply to the conduct of GMS in absentia.
The absentee GMS should be carried out according to a procedure that ensures that all participants are informed of the proposed agenda and draft decisions on the issues included in it, the opportunity for each of them to familiarize themselves with all the necessary documents before voting begins, put forward proposals on the agenda and demand the inclusion of certain issues in it, as well as communication to all participants before the start of voting of the amended agenda and opinions (speeches) of other participants on the issues under discussion.

4. Challenging decisions of LLP bodies
A GMS decision adopted in violation of the procedure for holding a general meeting and making decisions established by the Law, the charter of the partnership or the rules and other documents governing the internal activities of the partnership, as well as the decision of the GMC that is contrary to the law or the charter of the partnership, including a decision that violates the rights of a participant partnership, may be recognized by the court as invalid in whole or in part at the request of a participant in the partnership who did not take part in the voting or voted against the disputed decision. Such an application may be filed within 6 months from the date when the participant learned or should have learned about the decision taken, and if he participated in the GMS that made the decision, then within 6 months from the date of adoption of this decision by the general meeting.

 

Source:

The Law “About Limited and Additional Liability Partnerships” dated April 22, 1998