Business Law and Corporate Governance
What the exam tests
Entity formation and governance under the Civil Code, the Law on Limited Liability Partnerships and the Law on Joint Stock Companies, plus governance principles: organs, authority, shareholder rights, director duties and related-party approvals.
Core rules
- LLP: the general meeting of participants is the supreme organ; the director manages day-to-day activity. Profits are distributed according to participants' shares unless the charter provides otherwise.
- A participant selling a share to a third party must respect the other participants' preemptive right, within the period set by the charter and law.
- JSC: the general meeting, board of directors and executive body have separate powers. Listed companies should have independent directors and board committees.
- Major transactions and related-party transactions require prescribed approvals; conflicted directors must not vote.
- Directors owe duties of loyalty and care and can be liable for losses caused by improper decisions.
Worked example
An LLP has participants A with 60% and B with 40%. A agrees to sell 20% to an outsider. B may exercise the preemptive right to buy at the proposed price within the charter/law period. If B declines, A may sell to the outsider subject to registration formalities. If the LLP earns KZT 50m, the default distribution is KZT 30m to A and KZT 20m to B, unless the charter states a different procedure.
Traps
Confusing LLP and JSC governance organs; ignoring preemptive rights; treating the director as the owner; approving a related-party transaction without recusal; assuming profit shares can be changed without a valid charter amendment.