LANES | CORPORATE LAW

LANES

Corporate Law Legal Services

LANES' corporate services include, but are not limited to:

  • Company incorporation and registration
  • Drafting and maintenance of constitutional and other corporate documents
  • Shareholder and governance advice, including changes to corporate and management structure
  • Transactions involving share capital and ownership interests
  • Due diligence reporting, together with assessment and mitigation of shareholder risk
  • Mergers and acquisitions, including deal design and structuring
  • Turnkey winding-up services

At LANES, we believe that shareholding is an achievement in itself — one that calls for constant monitoring and proper legal protection. Safeguarding that investment requires thorough and timely legal guidance.

We combine professional rigour with a tailored approach, bringing our clients into safe harbour so they can pursue and realise their long-term goals. We understand what is at stake, and we value your trust.

What to Consider When Establishing or Relocating a Business to Kazakhstan?

Nowadays establishing a business in Kazakhstan for a foreign investor requires consideration not only of the corporate structure, but also of the procedures for obtaining identification and digital tools, opening a bank account and arranging management powers. The regulatory environment is evolving, while government and banking procedures are becoming increasingly digital and require more thorough identification of the parties involved.

For businesses relocating operations from neighboring countries or establishing a presence in Kazakhstan, it is important to determine in advance:


  • which actions must be completed personally by the foreign shareholder or executive;
  • which processes can be delegated to a representative or completed remotely.

Advance planning helps avoid situations where a registered company is technically established but cannot commence operations because an IIN, electronic digital signature, bank account or appropriate management authority is not in place.


The key points to consider are set out below.

CORPORATE STRUCTURE
It is important to determine whether the business requires a Kazakhstan-based company, branch or representative office, who will own it and who will manage it. The structure should correspond to the intended scope of operations, investment and the foreign business’s long-term plans in Kazakhstan.
IIN FOR FOREIGN SHAREHOLDERS
An IIN may be required for a foreign shareholder or executive to access certain government and financial services. The applicable identification procedure should therefore be determined before the company is incorporated and other related procedures begin.
ELECTRONIC DIGITAL SIGNATURE & DIGITAL ACCESS
An electronic digital signature is one of the key tools for managing a business in Kazakhstan. The procedure for obtaining and using an EDS should be considered in advance, including who will hold the signature and what authority should be granted to other representatives.
BANK ACCOUNT
Opening a bank account should be planned alongside the establishment of the corporate structure. Banks conduct their own customer due diligence, including verification of the client, representatives, ownership structure and source of funds.
It is also important to determine whether the account can be opened and subsequently operated through a representative under a power of attorney, as the bank’s requirements regarding identification and authority may significantly affect the timeline for launching the business.
MANAGEMENT
The head of the company in Kazakhstan and the scope of their authority should be determined in advance, including the authority to sign contracts, conduct banking operations, interact with government authorities, and handle tax and employment matters.
Appointing a Kazakhstan citizen as the company’s head may, in many business models, significantly simplify both the launch and ongoing management of the business by avoiding certain migration procedures associated with appointing a foreign executive.
At the same time, this decision should take into account the group’s corporate structure, the investor’s requirements, the actual allocation of management functions, as well as the qualifications of the candidate for the position of head of the company.
FOREIGN EMPLOYEES & IMMIGRATION
Before engaging a foreign executive or employee, it is necessary to determine their immigration status and whether any relevant permits or approvals are required.
Where the relevant functions can be effectively performed by a Kazakhstan citizen, this approach may, in many cases, significantly reduce the administrative burden, as it avoids the need to obtain the immigration status and permits that may be required when engaging a foreign employee.
Special regimes and exemptions may apply to certain categories of foreign professionals. This should therefore be assessed based on the specific position, nationality and working arrangement.
Our legal services include preparing and submitting the relevant documents and providing legal support throughout the process of obtaining such documents.
RELOCATING A BUSINESS TO KAZAKHSTAN
When relocating a business from a neighbouring country, it is important to determine which functions should remain with the foreign company and which should be transferred to Kazakhstan. The corporate structure, assets, contracts, employees, intellectual property, payments and tax implications should be assessed as part of this process.
The objective is not simply to register a new company, but to establish a functioning structure capable of entering into contracts, receiving payments, employing personnel and conducting business in Kazakhstan.
ONGOING CORPORATE SUPPORT
Once the company has been established, its corporate documents, management and representative powers, banking and digital access, shareholder and beneficial ownership information, and corporate resolutions should be kept up to date.
Regular legal review helps the business respond to regulatory and digital changes in a timely manner and avoid situations where a formally operating company is unable to conduct its business effectively.
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Doing business and managing a business in Kazakhstan may be subject to certain restrictions. Some of these restrictions should be assessed before establishing a business or changing the nature or scope of its activities

  • Types of Business Activities
    Business registration always requires the company to specify its type of business activity in accordance with the approved classification.
    For a foreign founder, it is important to understand in advance that not all types of activities may be carried out by a company with foreign participation. Exceptions may apply, among other things, to activities in certain economic, strategic or socially significant sectors.
  • Licensing
    Kazakhstan has an established licensing regime that continues to evolve and it is being increasingly integrated with digital regulatory systems. As a general rule, activities subject to licensing may not be carried out without a valid licence.
    It is therefore important to check the applicable list of licensed activities when preparing the incorporation documents, which often specify the types of activities the company intends to conduct.
  • Founders and Shareholders
    Partnership matters. If you plan to include a local company or individual among the founders or shareholders, it is important to verify their legal status in advance.
    Company registration may be refused if a proposed founder or shareholder is included in a restricted or prohibited register. There may also be restrictions relating to the corporate structure of the entity establishing the business.
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Corporate Management

DIRECTOR OR MANAGEMENT BOARD
A company acts through its executive body — typically a director or, where permitted, several directors. The actions and decisions of the executive body directly affect the company’s reputation, profitability and position in the market.
The legal position of directors involves both significant authority and substantial exposure to liability. At the same time, the appointment of foreign nationals to manage local companies in Kazakhstan is currently subject to additional registration requirements and quota restrictions.
As a result, business owners and shareholders increasingly face strategic decisions concerning how their companies are managed, including how to exercise effective control over the director’s activities and decisions.
Kazakhstan’s legislation provides business owners with mechanisms to directly influence the management of their companies, including the ability to revoke or amend decisions made by the director. The key requirements are timely action and strict compliance with the applicable procedures. This, in turn, depends on properly structuring the company’s management arrangements and carefully drafting its constitutional documents.
We provide professional legal support in these matters.

Knowledge base

Frequently asked questions

You can register an LLP online through the e-government portal using the digital signatures of the founders and the future director. A simplified procedure and shorter timeframe apply to small businesses. You will need the decision to incorporate, a charter or a note that the model charter applies, and proof of the registered address.

First offer the stake to your partners — they have a pre-emption right on the same terms, the offer must be in writing, and you must wait out the statutory period. Where an individual is a party the agreement is signed before a notary, after which the ownership details are updated. Bypass your partners and they can ask a court to transfer the deal to themselves.

You cannot simply hand in a notice and walk away — Kazakhstan law gives no such right. Two routes work. The first is selling or gifting your stake to a partner or an outside buyer, giving the partners the chance to buy first; where an individual is involved the deal is signed before a notary. The second is a decision of the general meeting to reduce the charter capital and cancel your stake in full — slower, because creditors must be notified, a waiting period runs and the company is re-registered.

A director must act in the company's interests and must compensate losses caused by their own fault — for example, closing a major deal without approval. A claim may be brought by the company or by a participant on its behalf. Insolvency is separate: a director can answer with their own assets for driving the company into bankruptcy or staying silent about it.

The sequence is: a decision to wind up, appointment of a liquidation commission, a notice in the official gazette with a period for creditors, a tax audit, settlement with creditors, closing the accounts and filing with the justice authorities. In practice everything hinges on the tax audit — it drives the real timeline. A simplified route exists for certain categories.

A minority holder has more rights than people assume: they can demand the company's documents, challenge resolutions and transactions approved improperly, require an audit, claim damages from the director on the company's behalf, and exit by selling their stake. All of this works far better where the charter spells out quorum and veto rights in advance.

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