Limited liability partnership (LLP) is a legal entity:
- Founded by a single person or several persons;
- Share capital of which is divided into shares of certain amount defined in the foundation documents;
- Partners in LLP are not liable for LLP’s obligation, and taking the risk of losses associated with the LLP’s activities limited to the value of their contributions.
LLP’s Founding Documents are:
- Founders agreement/Decision of the sole founder;
Location of Registered Office of LLP:
- stands for the place of the permanently operating governing body of LLP.
Process of Founding of LLP:
- Starts with the conclusion of the Founding Agreement by the founders, or a signing of the Decision of the sole founder
- is completed after the State registration of LLP as a legal entity.
- shall be notarized, excluding the founding agreement of LLP acknowledged as a Small Enterprise entity (see the text below).
Charter of LLP:
- a document setting the legal status of LLP as a legal entity.
Charter of LLP should consist:
- name of the firm, location, and an address of LLP;
- the register of the founders;
- share capital value;
- process of formation of the governing bodies of LLP and their terms of reference;
- terms of reorganization, and termination of the activities of LLP;
- procedures of net profit distribution in case when the founders register is kept by the company registrar;
- procedures and terms of the dissemination of information on the company’s activities among the founders and shareholders;
- name of the Mass Media to publish the information on the activities LLP;
- rights and duties of the shareholders.
Formation of the share capital of LLP:
- Share capital of LLP is made up by combining contributions of the founders/shareholders;
- Initial amount of the share capital equals the sum of founders’ contributions and cannot be lesser than amount equivalent to one hundred Monthly Calculation Indices as of the date of submission of documents for State registration of LLP, excluding the LLPs acknowledged as the Small Enterprise entities, the amount of share capital of which cannot be lesser than one hundred tenge;
- Contributions of the founders (shareholders) to the share capital in natural form or as a property are evaluated in monetary form upon agreement of all founders, or upon the decision of general meeting of the shareholders. If the value of such a contribution exceeds the sum equivalent to twenty thousand Monthly Calculation Indices, its evaluation should be confirmed by the independent expert.
Terms of formation of share capital of LLP:
- By the time fixed in the decision of the general meeting, all shareholders should completely contribute to the share capital of LLP. Such a time should not exceed one year from the date of the State registration of LLP.
According to the law “On private enterprise”, The Small Enterprise entities in the Republic of Kazakhstan are:
- Private entrepreneurs, without formation of the legal entity, and legal entities running the private enterprises, which average annual number of employees does not exceed one hundred persons, and which average annual income does not exceed three hundred thousandfold Monthly Calculation Indices set by the Law on the Republican Budget and effective at the January, 1st of the respective financial year.
Private entrepreneurs and legal bodies cannot be considered as the Small Enterprise entities, if they carry out the following activities:
- relating to the drug, psychotropic substances, and precursors trafficking;
- manufacturing and (or) wholesale realization of excisable goods;
- grain-collecting sites business;
- lottery conducting;
- gambling business;
- extraction, processing or trade of crude oil, petroleum products, natural gas, and heat power;
- relating to the radioactive materials trafficking;
- banking (or certain types of banking operations) and activity on the insurance market (excluding the insurance agent activity);
- professional activity on the securities market;
- credit bureau;
- private security work;
- civilian, service firearms and ammunition.