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Supervisory Board

The Supervisory Board (“SB”) is a collective body which is part of an organizational structure along with the General Meeting of Participants (“GM”) and the Executive Board (“EB”). The SB is not a mandatory body under Kazakhstan legislation and its formation shall be provided in the Articles of Association (“AoA”). The SB shall consider the GM as the supreme governing body of a Limited Liability Company (“LLC”).

[...]

Division of Duties: The SB shall perform control of the EB’s activity, i.e. supervise the EB in performing its tasks, including relationships with Participants, compliance with applicable legislation and regulations and financial issues. The SB may perform the duties of an audit commission (if such commission is not established). Procedures for the SB’s activity and adoption of its decisions shall be provided in the AoA.

Composition: Number of the SB members shall be defined in the AoA. Only individuals can act as SB members. An individual acting as a SB member cannot be an EB member.

Appointment/Dismissal Competence: The SB members shall be appointed by the GM for not more than a 5-years term of office. The GM is entitled to early terminate the term of the SB members. The procedures for appointment, reappointment and termination of the SB shall be provided in the AoA.

Alternates: The rights of the SB members cannot be exercised by a third party. However, the SB member may authorize another SB member in writing to perform its duties in due course. Such procedure shall be provided in the AoA.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Kazakhstan on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Centil Law before actually changing any board members in Kazakhstan.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

At least 15 calendar days prior to the GM (the AoA of the LLC having less than 7 Participants can provide other notice period).

Yes, original to be delivered to the Participants (unless mass media is used, cf. “Miscellaneous”).

No.

No.

The LLC is entitled to inform the Participants via mass media.

Convening notice of an LLC having +100 Participants shall be published in print media as specified in the AoA.
2

GM.

Minutes of the GM.

Yes, to be signed by the Secretary and the Chairman of the GM.

At the date set out in the convening notice (Cf. Step 1) or the AoA (for the annual GM).

Yes, original to be filed in the Minute Book which is kept by the EB.

No.

No, however, meetings in absentia is possible if allowed in the AoA.

No filings or similar procedures apply.
1
Step 1
>15 days*
2
Step 2
0 days

>15 days**

*Less than 15 days possible if allowed in the AoA.

**The need for a physical meeting may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

At least 15 calendar days prior to the GM (the AoA of the LLC having less than 7 Participants can provide other notice period).

Yes, original to be delivered to the Participants.

No.

No.

The LLC is entitled to inform the Participants via mass media.

Convening notice of an LLC having +100 Participants shall be published in print media as specified in the AoA.
2

GM.

Minutes of the GM.

Yes, to be signed by the Secretary and the Chairman of the GM.

At the date set out in the convening notice (Cf. Step 1) or the AoA (for the annual GM).

Yes, original to be filed in the Minute Book which is kept by the EB.

No.

No, however, meetings in absentia is possible if allowed in the AoA.

No filings or similar procedures apply.
1
Step 1
>15 days*
2
Step 2
0 days

>15 days**

*Less than 15 days possible if allowed in the AoA.

**The need for a physical meeting may take additional time.
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Centil Law has provided all input about changing board members in Kazakhstan. Centil Law is a leading [...] full-service law firm with an integrated practice across Central Asia and the Caucasusn. Centil's 50 lawyers and economists advise both international and domestic clients on complex transactions and pioneering projects with particular expertise in banking and finance, energy, M&A, tax and infrastructure.

For more information about Centil Law and changing board members in Kazakhstan, please use the below contacts:

TEL: +7 727 333 6105
EMAIL: ravshan.r@centil.law
WEB: www.centil.law