CORPORATE LAW

The most common forms are the limited liability partnership (LLP, Kazakh: TOO), the joint-stock company (JSC) and individual entrepreneurship; production cooperatives and general and limited partnerships are used less often. Foreign companies may operate through a branch or a representative office, neither of which is a legal entity. The choice depends on the number of participants, plans for raising capital, capital requirements and the applicable tax regime.

Legal basisArts. 34, 58, 77, 85 of the Civil Code of the RK; Law of the RK on Limited and Additional Liability Partnerships; Law of the RK on Joint-Stock Companies

Registration is carried out by the justice authorities, including online through the e-government portal using the electronic digital signatures of the founders and the director. A simplified procedure applies to small businesses, and registration is completed within one working day. The filing comprises an application, the charter (or a statement that the model charter is adopted), the decision or minutes on incorporation, evidence of the registered address, and payment of the registration fee, from which small businesses are exempt in a number of cases.

Legal basisLaw of the RK on State Registration of Legal Entities and Record Registration of Branches and Representative Offices

The minimum charter capital of an LLP is 100 monthly calculation indices (MCI); however, no minimum is set for small businesses, which may fix any amount, including a nominal one. With the MCI at 4,325 tenge in 2026, 100 MCI equals 432,500 tenge. The charter capital must be paid up within the periods set by law and the constitutive documents, and non-monetary contributions are subject to valuation.

Legal basisArt. 23 of the Law of the RK on Limited and Additional Liability Partnerships; Law of the RK on the Republican Budget for 2026–2028

A foundation agreement is concluded where there are two or more founders; with a sole founder a decision on incorporation is sufficient. The company may adopt either a bespoke charter or the model charter approved by the authorised body, in which case the charter is not filed with the registering authority. The model charter is convenient for standard situations but does not allow non-standard governance arrangements to be recorded, so a bespoke charter is usually preferable where there are several partners.

Legal basisArts. 14, 17 of the Law of the RK on LLPs and ALPs; Law of the RK on State Registration of Legal Entities

The supreme body is the general meeting of participants; the executive body may be sole (a director) or collegial (a management board); a supervisory board and an audit commission may also be formed. The exclusive competence of the general meeting covers amendment of the charter, changes to the charter capital, appointment and early removal of the executive body, approval of the annual accounts and distribution of net income, reorganisation and liquidation, compulsory buy-out of a participation interest, and consent to pledge all of the company's property. These matters cannot be delegated to the executive body.

Legal basisArts. 43, 51 of the Law of the RK on LLPs and ALPs

The executive body must notify the participants of the meeting in the manner and within the periods established by the charter and by law — as a general rule, at least 30 days in advance — enclosing the agenda and supporting materials. The meeting is quorate where the quorum required by law and the charter is present; most matters are decided by a simple majority, while amendments to the charter, reorganisation and liquidation require a qualified majority or, in the prescribed cases, unanimity. Breach of the convening procedure is a common ground for setting a resolution aside.

Legal basisArts. 45–48 of the Law of the RK on LLPs and ALPs

The participants have a pre-emption right to acquire an interest offered to a third party, pro rata to their own interests, unless the charter provides otherwise; the seller must notify the participants and the partnership in writing of the terms of sale. The agreement on disposal of the interest is subject to notarisation, after which the legal entity is re-registered or the information is entered in the prescribed manner. Breach of the pre-emption right entitles a participant to demand, in court, that the rights and obligations of the buyer be transferred to them.

Legal basisArts. 28–31 of the Law of the RK on LLPs and ALPs

Re-registration is mandatory on a reduction of the charter capital, a change of name, and a change in the composition of participants in business partnerships, save where the register of participants is maintained by a registrar or in other cases provided for by law. Other changes — address, director, activity codes — are dealt with by notifying the registering authority. Late re-registration entails administrative liability and creates a risk that transactions will be challenged.

Legal basisArts. 14–15 of the Law of the RK on State Registration of Legal Entities

A participant may withdraw from the partnership at any time regardless of the consent of the other participants; on withdrawal the participant is paid the value of the part of the property corresponding to their interest in the charter capital, or, by agreement, receives property in kind. The settlement is made in the manner and within the periods established by law and the charter, based on the value of the property as at the date the application was submitted. Disputes over the amount are resolved by the courts, usually with a valuation expert appointed.

Legal basisArts. 31, 34 of the Law of the RK on LLPs and ALPs

Expulsion is possible only in court proceedings brought by the partnership pursuant to a resolution of the general meeting, and only where the participant has caused substantial harm to the partnership, grossly breaches their obligations, or by their acts or omissions makes the partnership's activity impossible. The courts construe this ground narrowly: an ordinary corporate conflict or disagreement with decisions of the majority is not in itself sufficient. The expelled participant is paid the value of their interest.

Legal basisArt. 34 of the Law of the RK on LLPs and ALPs

A transaction (or a series of connected transactions) involving property whose value exceeds the threshold set by law or the charter is a major transaction; an interested-party transaction is one in which an affiliate is a party or a beneficiary. Such transactions require approval by the competent body — the general meeting or the supervisory board — and the interest must be disclosed. Completion without the required approval gives grounds to challenge the transaction and to claim damages from the director.

Legal basisArts. 46, 47 of the Law of the RK on LLPs and ALPs; Arts. 68–74 of the Law of the RK on Joint-Stock Companies

The director must act in good faith and reasonably in the interests of the partnership and is liable for losses caused by their culpable acts or omissions, including where transactions are entered into without the required approval. A claim for damages may be brought by the partnership and also by a participant in the partnership's interest. Separate liability is imposed on the director and the founders for deliberate bankruptcy and for failure to file for bankruptcy, including subsidiary liability for the debtor's obligations.

Legal basisArt. 52 of the Law of the RK on LLPs and ALPs; Arts. 6, 11 of the Law of the RK on Rehabilitation and Bankruptcy; Art. 238 of the Criminal Code of the RK

A JSC issues shares that are subject to mandatory state registration, maintains its shareholder register with the single registrar, and must comply with corporate governance requirements (a board of directors, independent directors in the prescribed cases), disclosure rules and mandatory audit. The minimum charter capital of a JSC is significantly higher, at 50,000 MCI. An LLP is simpler and cheaper to administer, so the JSC form is chosen mainly for raising public capital and for regulated activities.

Legal basisLaw of the RK on Joint-Stock Companies

Distribution is not permitted where the value of net assets is less than the charter capital or would become less as a result of the payment, or where the partnership meets the criteria of insolvency or would do so as a result of the payment. The decision to distribute is taken by the general meeting on the basis of approved financial statements. Payments made in breach of these restrictions may be challenged and the amounts reclaimed, including by creditors in bankruptcy.

Legal basisArt. 40 of the Law of the RK on LLPs and ALPs; Art. 22 of the Law of the RK on Joint-Stock Companies

A branch performs all or part of the functions of the legal entity, including commercial activity, whereas a representative office only represents and protects its interests and enters into transactions on its behalf. Neither is a legal entity; both act under a regulation and are subject to record registration with the justice authorities and registration with the state revenue authorities. The head acts under a power of attorney, and liability for their obligations rests with the legal entity that established them.

Legal basisArt. 43 of the Civil Code of the RK; Law of the RK on State Registration of Legal Entities and Record Registration of Branches and Representative Offices

The general meeting resolves to liquidate, a liquidation commission is appointed, a notice is published in the official gazettes stating the period for creditors to submit claims (not less than two months), a tax audit is carried out, interim and final liquidation balance sheets are drawn up, creditors' claims are settled, bank accounts are closed and the filing is made with the justice authorities. In practice the process takes from several months to a year or more, the tax audit being the main bottleneck. A simplified liquidation procedure is available to certain categories of taxpayers.

Legal basisArts. 49–51 of the Civil Code of the RK; Tax Code of the RK

The available routes are out-of-court debt restructuring, the insolvency settlement procedure, a rehabilitation procedure aimed at restoring solvency, or a declaration of bankruptcy followed by liquidation. The debtor must apply to court for bankruptcy once the statutory criteria are met; failure to do so may result in subsidiary liability for the director and the founders. Transactions entered into by the debtor during the suspect period may be invalidated on the application of the administrator.

Legal basisLaw of the RK on Rehabilitation and Bankruptcy; Arts. 238, 240 of the Criminal Code of the RK

Reorganisation is carried out by merger, accession, division, spin-off or transformation pursuant to a decision of the owners or participants or of the authorised body. A deed of transfer or a separation balance sheet is drawn up, and creditors must be notified in writing; they may demand early performance of obligations and compensation for losses. Tax consequences and the need to reissue licences and permits must be taken into account.

Legal basisArts. 45–48 of the Civil Code of the RK; Law of the RK on LLPs and ALPs

Participants may enter into an agreement on the exercise of corporate rights governing voting, terms for disposing of interests, deadlock resolution mechanisms and profit distribution; such agreements are recognised under the principle of freedom of contract. They bind only the parties, however, and may not conflict with mandatory rules of law or with the charter; provisions restricting the rights of third parties or altering the competence of corporate bodies are unenforceable. For greater protection, the provisions of the agreement should be mirrored in the charter so far as permitted.

Legal basisArts. 2, 380, 382 of the Civil Code of the RK; Law of the RK on LLPs and ALPs

An employment contract is concluded with the head of the executive body and is signed on behalf of the partnership by the chair of the general meeting or another person authorised by the resolution. The term of office and the grounds for early removal are set by the charter; on early removal the employment contract is terminated on the corresponding ground, with any severance payment provided for in the contract. Individual labour disputes involving the head of the executive body are heard directly by the courts, without referral to a conciliation commission.

Legal basisArts. 49, 52, 159 of the Labour Code of the RK; Art. 52 of the Law of the RK on LLPs and ALPs

A seal is not mandatory for private business entities; documents are valid where signed by an authorised person. The absence of a seal cannot be a ground for state authorities or counterparties to refuse to accept documents. It is nevertheless advisable to state expressly in contracts that the parties do not use a seal, so as to avoid arguments about proper execution.

Legal basisEntrepreneurial Code of the RK; Art. 152 of the Civil Code of the RK

The location of a legal entity is determined by the location of its permanent management body and is stated on registration; evidence of the right to use the premises is required — title, a lease, or the owner's consent. Using an address with no actual connection to the business creates a risk that the taxpayer will be treated as absent from its registered address, that debit operations on its bank accounts will be suspended, and that it will be deregistered for VAT. A change of address must be notified to the registering authority.

Legal basisArt. 39 of the Civil Code of the RK; Law of the RK on State Registration of Legal Entities; Tax Code of the RK

Both the generally established regime and special tax regimes are available, and the list and conditions of the latter were substantially revised by the new Tax Code that entered into force on 1 January 2026. The choice depends on expected turnover, the type of activity (a number of activities are excluded from special regimes), headcount and cost structure. Once annual turnover exceeds 10,000 MCI, VAT registration becomes mandatory; the standard VAT rate from 2026 is 16 per cent.

Legal basisTax Code of the RK (Law of the RK of 18 July 2025 No. 214-VIII)

Mandatory VAT registration arises once the annual turnover threshold is exceeded; from 2026 the threshold has been reduced to 10,000 MCI, which is approximately 43.25 million tenge at an MCI of 4,325 tenge. The application must be filed within the periods set by the Tax Code from the moment the threshold is exceeded. Making taxable supplies without registering results in additional tax assessments, late-payment interest and administrative liability, so turnover should be monitored on a cumulative basis.

Legal basisTax Code of the RK (Law of the RK of 18 July 2025 No. 214-VIII)

The available tools include the right to obtain information and documents of the partnership, challenging resolutions of the general meeting adopted in breach of law or the charter, challenging transactions entered into without the required approval, claiming damages from the director in the partnership's interest, requiring an audit, and withdrawing with payment of the value of the interest. How effective protection proves to be depends largely on mechanisms agreed in advance in the charter and in a shareholders' agreement — quorum, veto rights and deadlock procedures.

Legal basisArts. 11, 43, 50, 52 of the Law of the RK on LLPs and ALPs; Art. 9 of the Civil Code of the RK

Corporate disputes — between a legal entity and its participants, and between participants in connection with the entity's activity — are heard by the specialised inter-district economic courts. Certain investment disputes fall within the jurisdiction of the specialised court in Astana, and disputes involving participants in companies registered in the AIFC may be heard by the AIFC Court. Contractual choice of forum in corporate disputes is limited by the rules on exclusive jurisdiction.

Legal basisArts. 27, 30, 32 of the Civil Procedure Code of the RK; Constitutional Law of the RK on the Astana International Financial Centre

A company must keep its constitutive documents, resolutions and minutes of its bodies, the register of participants, accounting and tax records, HR records and primary accounting documents. Retention periods vary: tax and accounting documents are generally kept for at least the limitation period for the tax obligation, while HR records are kept for extended periods under archive legislation. Loss of documents does not relieve the company of the obligation to restore them and creates risks during inspections.

Legal basisLaw of the RK on Accounting and Financial Reporting; Tax Code of the RK; Law of the RK on the National Archive Fund and Archives

Affiliated parties are individuals and legal entities able, directly or indirectly, to determine decisions or influence decisions taken — major participants, officers, close relatives and entities under common control. Affiliation triggers disclosure obligations and the special approval procedure for interested-party transactions, and for tax purposes it brings transfer pricing rules to bear on transactions between related parties. Disregarding these rules leads to transactions being challenged and to additional tax assessments.

Legal basisArt. 64 of the Law of the RK on Joint-Stock Companies; Law of the RK on Transfer Pricing; Tax Code of the RK

A mandatory audit is carried out in the cases expressly provided for by law: for joint-stock companies, financial institutions, subsoil users, large business entities and other persons specified in legislation. For other companies an audit is voluntary but may be required by banks, investors or counterparties. The annual financial statements of certain categories of organisation are also subject to mandatory publication through the financial reporting depositary.

Legal basisLaw of the RK on Auditing Activity; Law of the RK on Accounting and Financial Reporting

The application is filed with the expert organisation (NIIS), specifying the list of goods and services by Nice classes; a formal examination and an examination on the merits are carried out, and in the absence of grounds for refusal a certificate is granted for ten years, renewable. The right arises from the date of registration and allows the holder to prohibit use of similar signs, seek seizure of counterfeit goods and claim damages. Using a sign without registration confers no exclusive right and creates a risk of claims by an earlier rights holder.

Legal basisLaw of the RK on Trade Marks, Service Marks, Geographical Indications and Appellations of Origin of Goods