AIFC & AFSA · Capital Markets Regulation
AFSA Capital Markets Licensing
Part of Bond Stone's AFSA Licensing Practice
Dealing in securities, managing funds, advising on investments and operating a trading venue in or from the Astana International Financial Centre (AIFC) all need authorisation from the Astana Financial Services Authority (AFSA). This guide covers the activities, fund structures, capital, substance and timing. Bond Stone advises broker-dealers, fund managers, investment advisers and trading venue operators on authorisation, ongoing compliance and cross-border structuring.
Capital Markets Regulation at the AIFC
The AIFC capital markets framework is principally governed by the AIFC Financial Services Framework Regulations, the AIFC Conduct of Business Rules, and the AIFC Market Rules, supplemented by AFSA rulebooks covering specific licence categories. AFSA is the independent regulatory authority for all financial services conducted within or from the AIFC, including dealing in securities, managing funds, operating multilateral trading facilities, and providing investment advice.
AIFC Acts may be based on the law of England and Wales and the standards of leading global financial centres (Constitutional Statute, Art. 4), so the framework will look familiar to firms used to UK or EU regulation. The AIFC Court hears disputes between AIFC Participants and appeals from AFSA decisions (AIFC Court Regulations, Art. 26).
The Astana International Exchange (AIX) is the exchange of the AIFC, supervised by AFSA and operating a Nasdaq trading platform with T+2 settlement. A firm that deals in securities by way of business in or from the AIFC, manages funds there or operates a trading venue needs AFSA authorisation. A broker or dealer outside the AIFC may instead seek Recognised Non-AIFC Member status for access to AIX (see the first question below). AFSA and AIX have separate rule sets, and a member of AIX is subject to both.
AFSA Capital Markets Licence Categories
The main Regulated Activities are listed below. A firm's Licence must cover each activity it carries on, and one Licence may cover several (FSFR ss 13, 30).
Dealing in Investments as Principal or Agent
Buying, selling, or subscribing to investments (including securities and derivatives) as principal for own account or as agent for clients. The main broker-dealer activity, with capital, best execution and client money obligations.
Managing Investments
Discretionary portfolio management of client assets. Covers both retail and professional client mandates. Subject to the AIFC Conduct of Business Rules, client asset rules and reporting obligations.
Managing a Collective Investment Scheme
Operating a fund structure — open or closed-ended — investing on behalf of multiple investors. The AIFC Collective Investment Scheme Rules classify funds as Exempt Funds or Non-Exempt Funds, and either may be a Specialist Fund.
Advising on Investments
Providing personalised recommendations on buying, holding, or selling specified investments. Subject to suitability obligations, conflict of interest management and the AIFC Conduct of Business Rules.
Operating a Multilateral or Organised Trading Facility
Running a platform that brings together multiple buyers and sellers of financial instruments (MTF/OTF). Subject to the AIFC Multilateral and Organised Trading Facilities Rules, market abuse controls and transparency requirements.
Arranging Deals, Arranging Custody and Providing Custody
Arranging transactions or custody, without taking principal positions, needs base capital of USD 10,000. Providing Custody means safeguarding and administering client assets and needs USD 500,000 (USD 250,000 for Digital Assets); client asset rules apply.
AIFC Fund Structures: Exempt Fund, Non-Exempt Fund, and Specialist Funds
The choice of fund structure under the AIFC Collective Investment Scheme Rules determines the AFSA approval route, marketing restrictions and ongoing obligations.
An Exempt Fund is a Collective Investment Scheme whose Units are offered in the AIFC only by private placement to Professional Clients, in minimum initial subscription amounts of USD 50,000. It suits private equity, real estate, and hedge strategies targeting institutional and high-net-worth investors, as well as family office vehicles and club deals. A Domestic Fund Manager notifies AFSA at least seven days before launch; an Exempt Fund managed by a Foreign Fund Manager must be registered with AFSA.
A Non-Exempt Fund is any Collective Investment Scheme offered in the AIFC that is not an Exempt Fund. It must be registered with AFSA before its Units are offered, and it is the appropriate vehicle for funds marketed to the general public. A Foreign Fund Manager may not manage a Non-Exempt Fund offered in the AIFC.
Either category may be a Specialist Fund if it meets the relevant rules. Specialist Funds include Private Equity Funds and Venture Capital Funds (both Exempt Funds), Credit Funds (Exempt Funds), Real Estate Investment Trusts, Islamic Investment Funds, Digital Asset Funds, and Exchange Traded Funds.
An AIFC fund must have a Fund Manager, which is either authorised by AFSA or, for an Exempt Fund, a Foreign Fund Manager authorised in a Recognised Jurisdiction or a jurisdiction acceptable to AFSA. Where the fund's sponsor is neither, a third-party Fund Manager must be engaged. Bond Stone advises on both in-house authorisation of the fund manager entity and on third-party manager arrangements.
Capital, Governance, and Approved Individuals
Capital requirements vary by licence category. Under the AIFC Prudential Rules for Investment Firms, base capital is USD 50,000 for Dealing in Investments as Agent; USD 500,000 for Dealing in Investments as Principal (USD 50,000 where limited to matching client orders and AFSA agrees); and USD 150,000 for Managing Investments. Managing a Collective Investment Scheme requires USD 50,000 to USD 500,000 depending on the fund type and custody arrangements. Dealing firms must also meet credit, market, and operational risk capital requirements on top of the base amount.
Every Authorised Firm needs a Senior Executive Officer, Finance Officer, Compliance Officer and Money Laundering Reporting Officer (MLRO) who are Approved Individuals (GEN 2.1.1). A Broker Dealer must also appoint a Risk Manager and an Internal Audit Manager (GEN 2.1.2). A capital markets firm also needs a Governing Body and documented policies on conflicts of interest, best execution, client money and market abuse.
AFSA expects real operational presence: an MLRO ordinarily resident in Kazakhstan, a Senior Executive Officer who spends an appropriate amount of time there, compliance and risk functions that work locally, and decision-making that does not take place entirely outside the AIFC. A firm that cannot show this risks refusal or licence conditions.
Conduct of Business and Ongoing Compliance
The AIFC Conduct of Business Rules impose detailed obligations throughout the client relationship: client categorisation (retail, professional, or market counterparty), suitability and appropriateness assessments, best execution, order handling, conflicts management, and client money segregation. AFSA publishes conduct guidance and periodically revises its rulebooks; firms are expected to maintain a compliance monitoring programme that tracks regulatory change and updates policies accordingly.
Authorised Firms file audited financial statements, prudential returns and an annual AML Return. Material changes need AFSA's prior approval or a notification, depending on the change. Prior approval is needed, for example, to become a Controller of an AIFC-incorporated firm (10% or more) or to cross 30% or 50% (FSFR s 48; GEN 3.2).
AIX Membership and Cross-Border Access
The Astana International Exchange (AIX) operates under AFSA oversight and its own AIX Rules. Firms wishing to trade on AIX as members must obtain AIX membership in addition to their AFSA licence. AIX membership involves a separate application, technical connectivity and ongoing reporting to AIX as well as to AFSA. AFSA authorisation alone does not give access to AIX.
An AFSA capital markets licence does not automatically confer the right to solicit clients or distribute fund interests in other jurisdictions. Cross-border distribution to EU investors activates AIFMD or MiFID II considerations; distribution to UK investors requires attention to the UK FSMA regime; and activity involving US persons triggers SEC and CFTC analysis. Bond Stone maps these issues with co-counsel in the relevant jurisdictions where needed.
Licensing Timeline and Process
A well-prepared AFSA capital markets application follows three phases. Pre-application work — AIFC entity structuring, regulatory scoping, individual Approved Individual preparation — takes 4–8 weeks. Application preparation — policies, procedures, compliance manuals, capital proofs, and individual submissions — takes a further 6–10 weeks for a firm with organised management. The Framework Regulations set no fixed statutory review period; AFSA states that its average processing time is around two to three months from receipt of a materially complete application, excluding time spent waiting for the applicant. From instruction to licence, our working estimate is 5–8 months for a straightforward broker-dealer or investment manager application and 8–12 months for a fund with concurrent fund manager authorisation. Actual timing depends on the application and on AFSA.
Practical Note: Approved Individuals Lead Time
AFSA's assessment of candidates for Controlled Functions (Senior Executive Officer, Finance Officer, Compliance Officer, MLRO) is a frequent source of delay. Each candidate files an individual application with supporting information, and adverse regulatory findings in another jurisdiction are likely to lengthen the review. Identifying and preparing candidates before the application is filed helps to shorten the timeline.
Frequently Asked Questions
Can an existing foreign broker-dealer passport its licence into the AIFC?
There is no formal passporting arrangement between the AIFC and other jurisdictions (including the UK FCA, EU national competent authorities, or the SEC). A foreign firm wishing to conduct regulated capital markets activity within the AIFC must obtain a standalone AFSA authorisation. However, under AFSA's Fast-Track Authorisation Regime (Notice AFSA-ATD-NOT-2026-0018 of 20 August 2026), firms supervised by the UK FCA, ASIC, MAS, the Hong Kong SFC and HKMA, ADGM FSRA, DFSA or QFCRA may have reduced application requirements for listed activities, and AFSA can move a case to the standard process. A broker or dealer located outside the AIFC may instead apply to AFSA for Recognised Non-AIFC Member status, which gives access to AIX without establishing a legal presence.
What is the minimum capital for an AFSA investment manager licence?
The base capital requirement for a Managing Investments licence is USD 150,000. A firm carrying on more than one activity must meet the highest of the relevant amounts, so a firm that also manages a collective investment scheme may need up to USD 500,000 depending on the fund type and custody arrangements. AFSA revises its prudential requirements from time to time, so confirm the figures when applying.
How quickly can an AIFC fund be established?
An Exempt Fund managed by a Domestic Fund Manager needs no AFSA registration: the manager notifies AFSA, with at least seven days' notice before launch, once the fund's constitutional documents and offering materials are prepared. A Non-Exempt Fund must be registered, and the rules set no fixed period for that step. The fund manager authorisation itself takes longer — AFSA states an average of around two to three months from a materially complete application. A sponsor that needs to launch quickly can engage an existing AFSA-authorised third-party fund manager while its own authorisation is in progress.
Does an AFSA capital markets licence permit activity in Kazakhstan outside the AIFC?
AFSA authorisation covers activity conducted within or from the AIFC, not domestic Kazakhstani financial markets regulated by the Agency for Regulation and Development of the Financial Market (ARDFM). A firm wishing to distribute fund interests to retail investors in Kazakhstan outside the AIFC, or to operate as a broker on the Kazakhstan Stock Exchange (KASE), requires a separate ARDFM licence. A group can combine an AIFC entity (AFSA-licensed) for cross-border and institutional activity with a domestic Kazakhstani entity (ARDFM-licensed) for local retail distribution.
Is the AIFC framework suitable for a private equity or venture capital fund?
It can be. The Exempt Fund, including the Private Equity Fund and Venture Capital Fund categories of Specialist Fund, can accommodate closed-ended private equity, venture capital, real estate and infrastructure strategies aimed at Professional Clients. It offers a private placement regime, a legal framework based on English common law, and access to the AIFC Court for disputes. Whether it is a better choice than a Cayman or ADGM fund depends on the investors, the assets and the tax position.
Capital Markets Licensing — Selected Experience
Bond Stone has advised broker-dealers, fund managers, investment advisers, and trading venue operators on AFSA capital markets authorisation. The matters below are examples of the mandates our team has handled.
Broker-Dealer Licence
AFSA Dealing in Investments Licence — Gulf-Headquartered Securities Broker
Advised a Dubai-based broker-dealer on AIFC entity incorporation, AFSA dealing-as-agent application, conduct of business policy suite, and approved-persons submissions for three controlled-function holders. Licence obtained in 78 business days from complete application. AIX membership completed concurrently.
Fund Manager Authorisation
AFSA Managing a Collective Investment Scheme — Central Asian Private Equity Platform
Advised on AFSA fund manager authorisation and concurrent Exempt Fund establishment for a closed-ended private equity vehicle targeting industrial and logistics assets across Kazakhstan and Uzbekistan. Structured the fund's constitutional documents under AIFC Collective Investment Scheme Rules and advised on investor reporting obligations under the AIFC framework.
Investment Adviser Licence
AFSA Advising on Investments Licence — Family Office Advisory Platform
Advised a Kazakhstani family office group on establishing an AFSA-authorised investment advisory entity within the AIFC to formalise advisory relationships with institutional clients. Designed the client categorisation and suitability framework, prepared the AFSA application, and drafted the engagement and discretionary management agreements.
AFSA Discontinuance Advisory
Managed Wind-Down of AFSA-Licensed Investment Manager — Restructuring of Fund Portfolio
Advised on the voluntary discontinuance of an AFSA investment management licence following a strategic decision to consolidate operations offshore. Managed the AFSA notification process, client portfolio transfer documentation, fund wind-down under AIFC Collective Investment Scheme Rules, and final regulatory capital return and clearance.
Regulatory Opinion
AFSA Regulatory Opinion — Tokenised Securities Offering on AIX
Prepared a formal regulatory opinion for a real estate development group on the proposed issuance of asset-backed tokens carrying equity-like rights, listed on AIX. Analysed token classification under the AIFC Rules on Digital Asset Activities and the AIFC Market Rules, concluded that they should be characterised as securities tokens, and advised on the applicable prospectus exemption and AFSA authorisation pathway for the token issuer.
Cross-Border Fund Distribution
AIFC Exempt Fund and Cross-Border Regulatory Mapping — Gulf and CIS Investor Distribution
Advised a Singapore-based asset manager on establishing an AIFC Exempt Fund for distribution to Gulf and CIS institutional investors. Prepared cross-border regulatory analysis covering UAE DFSA, Saudi CMA private placement rules, and Kazakhstani requirements for domestic fund distribution, enabling the manager to structure a compliant multi-jurisdiction distribution programme.
Why Bond Stone for AFSA Capital Markets Licensing
Bond Stone's partners hold AIFC Legal Adviser status. The firm advises on AFSA capital markets work from broker-dealer authorisation to fund structuring, conduct compliance and discontinuance, including Approved Individual applications in structures with several Controllers. For fund managers that need authorisation and a fund launch together, one team handles the licence and the fund documents.
Related Guides
- AFSA Digital Asset Licence — DASP, DATF, Stablecoin and STO
- AFSA Investment Management Licensing — Fund Managers and Advisers
- AIFC Entity Formation — Company, LLP and Branch
- AFSA Licensing Overview — All Regulated Financial Services Categories
Applying for an AFSA Capital Markets Licence?
Bond Stone advises on the AFSA application, conduct policies, Approved Individual submissions, AIFC incorporation and ongoing compliance.