2. For profit companies Zhanat Alimanov, assistant доклад на Общие темы

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2. For profit companies Zhanat Alimanov, assistant professor
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Terms
State enterprise – государственное предприятие
Business Partnerships – Хозяйственные товарищества
General Partnership – Полное товарищество
Limited Partnership – Командитное товарищество
Limited Liability Partnership (LLP) – ТОО
Corporation = Joint Stock Company – АО
General Partner – Полный товарищ
Limited partner – Вкладчик
Partner – участник
Interest - доля
Terms State enterprise – государственное предприятие Business Partnerships – Хозяйственные товарищества General Partnership – Полное товарищество Limited Partnership – Командитное товарищество Limited Liability Partnership (LLP) – ТОО Corporation = Joint Stock Company – АО General Partner – Полный товарищ Limited partner – Вкладчик Partner – участник Interest - доля
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Plan (Peculiarities of organizational forms)
Governance
Liabilities of Owners for the debts of the Companies
Voting
Plan (Peculiarities of organizational forms) Governance Liabilities of Owners for the debts of the Companies Voting
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2. Legal Entity = Union 
Legal Entity = Union of
People = Partnerships
Capital = Corporation
Work = Cooperative
2. Legal Entity = Union Legal Entity = Union of People = Partnerships Capital = Corporation Work = Cooperative
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Remark
Remark
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1. Governance (управлениe)
1. Governance (управлениe)
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Example
Alexey met his friends Maxim & Tanya.
During the lunch, they persuaded him
to join their law firm Tanya & Partners.
Alexei joined the firm Tanya & Partners
in October 24, 2008 by buying 20% of
the stake for KZT 20 mln from Tanya.
Alex:	20%
Max:	29%
Tanya:	51%
Example Alexey met his friends Maxim & Tanya. During the lunch, they persuaded him to join their law firm Tanya & Partners. Alexei joined the firm Tanya & Partners in October 24, 2008 by buying 20% of the stake for KZT 20 mln from Tanya. Alex: 20% Max: 29% Tanya: 51%
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Example
Alex:	20%
Max:	29%
Tanya:	51%
Tanya was elected as a managing
partner, and she would like to make a
contract with corporation Samuk on a
multi-billion consulting project.
Can Tanya sign contracts 
on behalf of the firm?
Example Alex: 20% Max: 29% Tanya: 51% Tanya was elected as a managing partner, and she would like to make a contract with corporation Samuk on a multi-billion consulting project. Can Tanya sign contracts on behalf of the firm?
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A. General Partnership
Alex:	20%
Max:	29%
Tanya:	51%, managing partner
Can Tanya sign contracts
on behalf of the firm?

No, she cannot.
Yes, provided she is a general partner
Yes, provided she represents executive body
No, she needs to be president
A. General Partnership Alex: 20% Max: 29% Tanya: 51%, managing partner Can Tanya sign contracts on behalf of the firm? No, she cannot. Yes, provided she is a general partner Yes, provided she represents executive body No, she needs to be president
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B. Limited Partnership
Alex:	20%
Max:	29%
Tanya:	51%, managing partner
Can Tanya sign contracts
on behalf of the firm?

No, she cannot.
Yes, provided she is a general partner
Yes, provided she represents executive body
No, she needs to be president
B. Limited Partnership Alex: 20% Max: 29% Tanya: 51%, managing partner Can Tanya sign contracts on behalf of the firm? No, she cannot. Yes, provided she is a general partner Yes, provided she represents executive body No, she needs to be president
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С. Limited Liability Partnership
Alex:	20%
Max:	29%
Tanya:	51%, managing partner
Can Tanya sign contracts
on behalf of the firm?

No, she cannot.
Yes, provided she is a general partner
Yes, provided she represents executive body
No, she needs to be president
С. Limited Liability Partnership Alex: 20% Max: 29% Tanya: 51%, managing partner Can Tanya sign contracts on behalf of the firm? No, she cannot. Yes, provided she is a general partner Yes, provided she represents executive body No, she needs to be president
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D. Additional Liability Partnership
Alex:	20%
Max:	29%
Tanya:	51%, managing partner
Can Tanya sign contracts
on behalf of the firm?

No, she cannot.
Yes, provided she is a general partner
Yes, provided she represents executive body
No, she needs to be president
D. Additional Liability Partnership Alex: 20% Max: 29% Tanya: 51%, managing partner Can Tanya sign contracts on behalf of the firm? No, she cannot. Yes, provided she is a general partner Yes, provided she represents executive body No, she needs to be president
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E. Corporation
Alex:	20%
Max:	29%
Tanya:	51%, managing partner
Can Tanya sign contracts
on behalf of the firm?

No, she cannot.
Yes, provided she is a general partner
Yes, provided she represents executive body
No, she needs to be president
E. Corporation Alex: 20% Max: 29% Tanya: 51%, managing partner Can Tanya sign contracts on behalf of the firm? No, she cannot. Yes, provided she is a general partner Yes, provided she represents executive body No, she needs to be president
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1. Governance
What is Obligatory Governance
Structure in:
General Partnership?
Limited Partnership?
Limited Liability Partnership?
Partnership with Add. Liability?
Corporation?
Please find yourselves in: 
Civil Code;
Statute on Business Partnerships;
Statute on LLP;
Statute on Corporations.
1. Governance What is Obligatory Governance Structure in: General Partnership? Limited Partnership? Limited Liability Partnership? Partnership with Add. Liability? Corporation? Please find yourselves in: Civil Code; Statute on Business Partnerships; Statute on LLP; Statute on Corporations.
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2. Liability of Owners for the debts of their Companies
2. Liability of Owners for the debts of their Companies
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Example
Alexey met his friends Maxim & Tanya.
During the lunch, they persuaded him
to join their law firm Tanya & Partners.
Alexei joined the firm Tanya & Partners
in October 24, 2008 by buying 20% of
the stake for KZT 20 mln from Tanya*. 
In November 14, 2008, the firm filed
bankruptcy proceedings.  Alexey and
his other partners Maxim and Tanya
are facing hundreds of creditors.  
Outstanding debt** is KZT 250 mln.
Example Alexey met his friends Maxim & Tanya. During the lunch, they persuaded him to join their law firm Tanya & Partners. Alexei joined the firm Tanya & Partners in October 24, 2008 by buying 20% of the stake for KZT 20 mln from Tanya*. In November 14, 2008, the firm filed bankruptcy proceedings. Alexey and his other partners Maxim and Tanya are facing hundreds of creditors. Outstanding debt** is KZT 250 mln.
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Example
Tanya, who actually led the firm to
bankruptcy, ran away to Greek Cyprus
with which KZ has no extradition treaty.
Maxim stayed in KZ and in fact he has
lots of property around KZ worth of 
KZT 150 mln.
However, as most of business of Alexey
is in Almaty, creditors have sued Alexey
for all outstanding debt.  Alexey has assets
worth of KZT 100 mln.
Example Tanya, who actually led the firm to bankruptcy, ran away to Greek Cyprus with which KZ has no extradition treaty. Maxim stayed in KZ and in fact he has lots of property around KZ worth of KZT 150 mln. However, as most of business of Alexey is in Almaty, creditors have sued Alexey for all outstanding debt. Alexey has assets worth of KZT 100 mln.
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Example
Alex: 20% stake & 100 mln. of personal
assets. 
Max: 150 mln. of personal assets

How much Alexei
owes?

Nothing
50 mln., that is 20% of 250 mln debt.
250 mln.
100 mln, that is 250 mln minus Maxim’s assets (150)
Example Alex: 20% stake & 100 mln. of personal assets. Max: 150 mln. of personal assets How much Alexei owes? Nothing 50 mln., that is 20% of 250 mln debt. 250 mln. 100 mln, that is 250 mln minus Maxim’s assets (150)
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A. General Partnership
Alex: 20% stake & 100 mln. of personal
assets. 
Max: 150 mln. of personal assets

How much Alexei
owes?

Nothing
50 mln., that is 20% of 250 mln debt.
250 mln.
100 mln, that is 250 mln minus Maxim’s assets (150)
A. General Partnership Alex: 20% stake & 100 mln. of personal assets. Max: 150 mln. of personal assets How much Alexei owes? Nothing 50 mln., that is 20% of 250 mln debt. 250 mln. 100 mln, that is 250 mln minus Maxim’s assets (150)
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B. Limited Partnership (Коммандит.)
Alex & Tanya:	general partners
Max: 		limited partner

How much Alexei
owes?
Nothing
50 mln., that is 20% of 250 mln debt.
250 mln.
100 mln, that is 250 mln minus Maxim’s assets (150)
B. Limited Partnership (Коммандит.) Alex & Tanya: general partners Max: limited partner How much Alexei owes? Nothing 50 mln., that is 20% of 250 mln debt. 250 mln. 100 mln, that is 250 mln minus Maxim’s assets (150)
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B. Limited Partnership (Коммандит.)
Alex & Tanya:	general partners
Max: 		limited partner

How much Maxim
owes?
Nothing
50 mln., that is 20% of 250 mln debt.
250 mln.
100 mln, that is 250 mln minus Maxim’s assets (150)
B. Limited Partnership (Коммандит.) Alex & Tanya: general partners Max: limited partner How much Maxim owes? Nothing 50 mln., that is 20% of 250 mln debt. 250 mln. 100 mln, that is 250 mln minus Maxim’s assets (150)
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C. Limited Liability Partnership
Alex: 20% stake & 100 mln. of personal
assets. 
Max: 150 mln. of personal assets

How much Alexei
owes?

Nothing
50 mln., that is 20% of 250 mln debt.
250 mln.
100 mln, that is 250 mln minus Maxim’s assets (150)
C. Limited Liability Partnership Alex: 20% stake & 100 mln. of personal assets. Max: 150 mln. of personal assets How much Alexei owes? Nothing 50 mln., that is 20% of 250 mln debt. 250 mln. 100 mln, that is 250 mln minus Maxim’s assets (150)
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D. Additional Liability Partnership
Alex: 20% stake & 100 mln. of personal
assets. 
Max: 150 mln. of personal assets

How much Alexei
owes?

Nothing
50 mln., that is 20% of 250 mln debt.
250 mln.
100 mln, that is 250 mln minus Maxim’s assets (150)
D. Additional Liability Partnership Alex: 20% stake & 100 mln. of personal assets. Max: 150 mln. of personal assets How much Alexei owes? Nothing 50 mln., that is 20% of 250 mln debt. 250 mln. 100 mln, that is 250 mln minus Maxim’s assets (150)
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E. Corporation
Alex: 20% stake & 100 mln. of personal
assets. 
Max: 150 mln. of personal assets

How much Alexei
owes?

Nothing
50 mln., that is 20% of 250 mln debt.
250 mln.
100 mln, that is 250 mln minus Maxim’s assets (150)
E. Corporation Alex: 20% stake & 100 mln. of personal assets. Max: 150 mln. of personal assets How much Alexei owes? Nothing 50 mln., that is 20% of 250 mln debt. 250 mln. 100 mln, that is 250 mln minus Maxim’s assets (150)
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3. Voting (голосование)
3. Voting (голосование)
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Example
Alex:	20%
Max:	29%
Tanya:	51%
General Meeting is conducted. Alex, Max &
Tanya would like to elect managing director
(executive body).  Let’s assume that it is
not internal issue (внутр. вопрос)
Alex & Max vote for Alex
Tanya, for Tanya.
Who wins?
Example Alex: 20% Max: 29% Tanya: 51% General Meeting is conducted. Alex, Max & Tanya would like to elect managing director (executive body). Let’s assume that it is not internal issue (внутр. вопрос) Alex & Max vote for Alex Tanya, for Tanya. Who wins?
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A. General Partnership
Alex:	20%
Max:	29%
Tanya:	51%
Who wins?

Tanya, as she has 51% of interest.
Max & Alex, as they represent majority of owners
Nobody
A. General Partnership Alex: 20% Max: 29% Tanya: 51% Who wins? Tanya, as she has 51% of interest. Max & Alex, as they represent majority of owners Nobody
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B. Limited Partnership
Alex (general partner):		20%
Max (limited partner):		29%
Tanya (general partner):	51%
Who wins?

Tanya, as she has 51% of interest.
Max & Alex, as they represent majority of owners
Nobody
B. Limited Partnership Alex (general partner): 20% Max (limited partner): 29% Tanya (general partner): 51% Who wins? Tanya, as she has 51% of interest. Max & Alex, as they represent majority of owners Nobody
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C. Limited Liability Partnership
Alex:	20%
Max:	29%
Tanya:	51%
Who wins?

Tanya, as she has 51% of interest.
Max & Alex, as they represent majority of owners
Nobody
C. Limited Liability Partnership Alex: 20% Max: 29% Tanya: 51% Who wins? Tanya, as she has 51% of interest. Max & Alex, as they represent majority of owners Nobody
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D. Additional Liability Partnership
Alex:	20%
Max:	29%
Tanya:	51%
Who wins?

Tanya, as she has 51% of interest.
Max & Alex, as they represent majority of owners
Nobody
D. Additional Liability Partnership Alex: 20% Max: 29% Tanya: 51% Who wins? Tanya, as she has 51% of interest. Max & Alex, as they represent majority of owners Nobody
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E. Corporation
Alex:	20%
Max:	29%
Tanya:	51%
Who wins?

Tanya, as she has 51% of interest.
Max & Alex, as they represent majority of owners
Nobody
E. Corporation Alex: 20% Max: 29% Tanya: 51% Who wins? Tanya, as she has 51% of interest. Max & Alex, as they represent majority of owners Nobody