AIFC · AFSA LICENSING
AFSA Licensing — Investment Management
Managing, advising on, dealing in or safeguarding investments by way of business in or from the Astana International Financial Centre (AIFC) needs a licence from the Astana Financial Services Authority (AFSA). Base capital depends on the activity: USD 150,000 for Managing Investments, USD 50,000 to USD 500,000 for fund managers, USD 10,000 for advisers and arrangers. Funds are Exempt or Non-Exempt, and either may be a Specialist Fund. AFSA states an average of about two to three months from a materially complete application.
Bond Stone advises fund managers, advisers, dealers and custodians on activity selection, the application and ongoing compliance.
Primary authority: AIFC General Rules (GEN), Schedule 1; AIFC Prudential Rules for Investment Firms (PRU), Table 3.3; AIFC Collective Investment Scheme Rules (CIS). Authority: afsa.aifc.kz
Legal Framework
| Instrument | What it does here |
|---|---|
| Constitutional Statute No. 438-V of 7 December 2015 on the AIFC | Article 6 sets the tax exemptions. Under Article 13, AIFC Court decisions are enforced in Kazakhstan like Kazakhstan court acts. |
| AIFC Financial Services Framework Regulations, No. 18 of 2017 (FSFR) | Licensing criteria (section 34): adequate resources, fitness and propriety, capacity to be supervised, compliance arrangements. |
| AIFC General Rules, FR0001 of 2017 | Regulated Activities (Schedule 1), Controlled and Designated Functions, systems and controls. |
| AIFC Prudential Rules for Investment Firms, FR0011 of 2017 | Base capital, liquid assets, prudential returns. |
| AIFC Collective Investment Scheme Rules, FR0009 of 2017 | Fund classification, registration and notification, marketing, management, custody, audit. |
| AIFC Conduct of Business Rules, FR0005 of 2017 (COB) | Client classification, client agreements, suitability, best execution, client assets. |
| AIFC Fees Rules, FR0007 of 2017 (FEES) | Application and supervision fees, as amended with effect from 1 December 2025. |
Who Needs a Licence
An activity is regulated if it is listed in GEN Schedule 1 and carried on by way of business (GEN 1.1.1, 1.1.9). "In or from the AIFC" includes dealings with parties elsewhere in Kazakhstan or abroad. AFSA licenses firms, not individuals.
A Single Family Office acting only in that capacity does not carry on most investment activities (GEN 1.1.17). A discretionary portfolio is not a fund (CIS 3.16), but managing it is Managing Investments. Marketing foreign products from the AIFC, without advice or order handling, may fit Operating a Representative Office (USD 4,200 application fee, USD 1,400 a year).
Regulated Activities, Capital and Fees
| Activity | Description | Min Capital | Application fee | Annual supervision fee |
|---|---|---|---|---|
| Managing Investments | Discretionary management of another person's assets that include any Investment. | USD 150,000 | USD 7,000 | USD 4,200, plus 0.0031% quarterly on assets above USD 33.6 million |
| Managing a Collective Investment Scheme | Establishing, managing, operating or winding up a fund. | USD 50,000 (Exempt Fund with Eligible Custodian); USD 150,000 (Non-Exempt Fund); USD 500,000 (no Eligible Custodian, unless the nature of the fund and its assets means none is required) | USD 7,000 (Exempt); USD 10,000 (Non-Exempt) | USD 4,200, plus 0.0031% quarterly on assets above USD 33.6 million |
| Advising on Investments | Advice to an investor on the merits of a particular Investment. | USD 10,000 | USD 7,000 | USD 1,400 |
| Arranging Deals in Investments | Arrangements with a view to another person dealing in an Investment. | USD 10,000 | USD 7,000 | USD 1,400 |
| Dealing in Investments as Agent | Buying, selling, subscribing for or underwriting as agent. | USD 50,000, plus risk-based requirements | USD 14,000 | USD 9,800, plus 0.0005% quarterly on assets under brokerage above USD 490 million |
| Dealing in Investments as Principal | The same as principal, subject to the exclusion in GEN 1.1.10. | USD 500,000; USD 50,000 if matched principal; plus risk-based requirements | USD 14,000 | USD 11,200; USD 7,000 as matched principal |
| Providing Custody | Safeguarding and administering Investments, Fund Property or Digital Assets. | USD 500,000 (USD 250,000 for Digital Assets) | USD 7,000 | USD 4,200 |
| Arranging Custody | Arranging for another person to provide custody. | USD 10,000 | USD 7,000 | USD 4,200 |
| Providing Trust Services | Creating express trusts, arranging or acting as trustee, acting as protector or enforcer. | USD 200,000 | USD 7,000 | USD 2,800 |
| Acting as the Trustee of a Fund | Holding fund assets on trust for Unitholders of an Investment Trust. | USD 200,000 | USD 7,000 | USD 2,800 |
| Providing Fund Administration | Dealing instructions, valuation, registers, reconciliation, financial statements. | USD 10,000 | USD 7,000 | USD 2,800, plus 0.0031% quarterly on assets above USD 22.4 million |
A firm authorised for several activities holds the highest applicable base capital, not the sum (PRU 3.3(3)). A dealing firm adds credit, market and operational risk requirements set in its authorisation (PRU 3.3(2)). Every firm must also hold Liquid Assets of at least 25% of Annual Operating Expenditure at all times (PRU 4.2). AFSA may require more.
Managing a Collective Investment Scheme incorporates asset management, fund administration, dealing, arranging and custody to the extent they form part of that activity (GEN Schedule 1, paragraph 4(2)). Digital asset business adds an application fee of USD 2,800.
Exempt and Non-Exempt Funds
| Point | Exempt Fund | Non-Exempt Fund |
|---|---|---|
| Investors | Offered in the AIFC only by private placement to Professional Clients, with a minimum initial subscription of USD 50,000 (CIS 2.2(a)) | Any other fund whose Units are Offered in the AIFC (CIS 2.2(b)) |
| AFSA step | Domestic Fund Manager: notification at least 7 days before launch (CIS 4.7). Foreign Fund Manager: registration (CIS 4.2) | Registration before any offer; Offering Materials filed before use (CIS 4.2, 5.2) |
| Fee | USD 1,400 | USD 2,800; USD 700 to amend the Constitution or Offering Materials |
| Manager | Domestic Fund Manager or qualifying Foreign Fund Manager (CIS 1.5, 4.3(b)) | AFSA-authorised Fund Manager; a Foreign Fund Manager may not manage one offered in the AIFC |
| Custodian and administrator | Required under a Foreign Fund Manager or for a REIT (CIS 8.1). Otherwise it affects capital | Required, subject to waiver and an exception for impractical custody (CIS 8.2) |
| Audit and reports | Financial statements under IFRS or US GAAP (CIS 10.2) | Also an external auditor; annual report within 4 months and interim report within 1 month of period end, sent to AFSA (CIS 10.4, 10.5) |
A Professional Client is either a Deemed Professional Client, such as a regulated institution or a Large Undertaking, or an Assessed Professional Client. An individual qualifies with net assets of at least USD 100,000 plus experience or relevant employment and written confirmation (COB 2.5.1). An undertaking qualifies with own funds of at least USD 1 million and sufficient experience (COB 2.5.6). The term Qualified Investor Fund does not appear in the AIFC rules.
Foreign Fund Managers. A manager authorised in a Recognised Jurisdiction, or one acceptable under CIS Schedule 3, may apply for recognition (CIS 4-1), at a USD 7,000 fee. It must appoint a Fund Administrator and Eligible Custodian, declare its home regulator and file its home licence (CIS 4.3(f)).
Eligible Custodian. A separate legal entity from the Fund Manager: an Authorised Person licensed for custody, an AIFC Bank, a custodian regulated in a Recognised Jurisdiction, or another entity acceptable to AFSA (CIS 8.3).
Specialist Funds
Either category may be a Specialist Fund. A fund that does not meet the criteria may not describe itself as one (CIS 2.4(c)), and the names REIT, Private Equity Fund and Venture Capital Fund are protected (CIS 6.11 to 6.13).
| Fund type | Key criteria |
|---|---|
| Islamic Investment Fund | Entire operations Shari'ah compliant; additional rules in the Islamic Finance Rules, Chapter 7. See our Islamic finance page. |
| Private Equity Fund | Exempt Fund, closed-ended unless AFSA approves otherwise, primarily investing in unlisted businesses. |
| Venture Capital Fund | Exempt Fund, closed-ended, early-stage unlisted businesses, subscriptions up to USD 100 million or a higher approved amount. |
| Real Estate Investment Trust | At least 80% of assets in income-generating Real Property, at least 50% of net income from rent, at least 80% of audited net income distributed; borrowing up to 60% of net asset value. |
| Credit Fund | Exempt Domestic Fund, closed-ended; single borrower exposure up to 25% of net asset value and borrowing up to 100%, unless AFSA approves otherwise. |
| Umbrella Fund, Fund of Funds, Feeder and Master Funds | Structural types (CIS 2.4-1). An Umbrella Fund may use a Protected Cell Company for legal segregation. |
| ESG, Digital Asset, Investment Token, Exchange Traded and Money Market Funds | Strategy types with specific tests (CIS 2.4-1). |
| Single Family Office Fund | Exempt Fund with at least USD 1 million of investable assets; the manager needs no Governing Body, Finance Officer or Compliance Officer (CIS 7.2-1.2). |
Staff, Governance and Documents
Every Authorised Person must have a Senior Executive Officer, Finance Officer, Compliance Officer and Money Laundering Reporting Officer who are Approved Individuals (GEN 2.1.1). AFSA's activity pages also list a deputy MLRO, a Board of Directors, committees such as Risk, Investment and Compliance, and internal and external auditors. The MLRO must generally be ordinarily resident in Kazakhstan. The Senior Executive Officer has no strict residence requirement but must spend an appropriate amount of time there.
AFSA expects anti-money laundering, compliance, risk, outsourcing, business continuity, conflicts and internal audit policies. A Managing Investments firm adds order execution and research policies. A fund manager adds Offering Materials, the Constitution, and valuation and best execution policies.
Licensing Procedure and Timeline
- Scope. Fix activities, client types and fund category. AFSA does not advise on an application.
- Prepare. Identify Approved Individuals, Controllers, capital and policies. The entity is registered after In-Principle Approval and before the Licence; AFSA's FAQ says registration may not come first.
- Apply. File the standard form with the relevant supplement, individual applications, financial projections, the Controllers' questionnaire and group charts. It is not treated as submitted until the fee is paid in full.
- First review. AFSA acknowledges within 2 working days, assigns a case officer and sends an Initial Review Letter within 4 weeks. The applicant has up to 2 months to answer, and candidates may be interviewed.
- Further reviews. Second-round comments follow within 2 weeks, and a third draft may attract a supplementary fee.
- Decision. The FSFR sets no deadline for a licence decision. AFSA states an average of about two to three months from a materially complete application, excluding time spent waiting for the applicant. A rejection may be appealed to the AIFC Court (FSFR section 35).
- Registration and first fee. Register the entity (USD 500 online or USD 1,500 on paper for a private company; USD 100 online for an Investment Company or Protected Cell Company) and pay the first supervision fee within 21 days of the grant, pro-rated by whole months.
- Launch the fund. Notify an Exempt Fund at least 7 days before launch, or register a Non-Exempt Fund before any offer.
Fees. With several activities the applicant pays the highest fee plus 50% of the fee for each additional activity, and USD 500 per Approved Individual. A Non-Exempt Fund manager adding Advising on Investments would pay USD 13,500 before individual fees. Application fees are non-refundable.
Fast-Track. Under AFSA Notice AFSA-ATD-NOT-2026-0018 of 20 August 2026, firms licensed by the FCA, ASIC, MAS, SFC, HKMA, ADGM FSRA, DFSA or QFCRA may have reduced application requirements for listed activities, including all those above except trust services and fund trusteeship. AFSA can move a case to the standard process.
Tax Position
AIFC tax exemptions depend on the activity. A fund or manager is not exempt merely because it is registered in the AIFC. Under Article 6 of the Constitutional Statute, until 1 January 2066:
- Corporate income tax and VAT: listed financial services provided in the AIFC are exempt (Article 6(3), (8-2)). The statute names investment management, accounting and safekeeping for investment funds, services around fund securities, and brokerage, dealer and underwriting services. The 2020 Joint Order approving the List of financial services also covers Managing Investments, Providing and Arranging Custody, Trust Services, Fund Administration, Advising and Arranging. It remains in place: Article 6(3), last amended on 30 December 2022, still refers the list to a joint act, and we found no amendment to the Order at November 2026.
- Property and land tax: participants providing those services are exempt on objects in the AIFC (Article 6(8)).
- Foreign employees of such a participant are exempt from individual income tax on their AIFC employment income (Article 6(6)).
- Investors: any person is exempt on dividends and gains on shares of AIFC-registered participants, and on gains, dividends and interest on securities on the official list, subject to the statutory criteria (Article 6(7)). Other returns follow the Tax Code.
Other income follows the Tax Code No. 214-VIII of 18 July 2025, and exempt income must be accounted for separately (Article 6(5)). Under the Tax Code, Article 238(2)(7), investment income of an investment fund registered under AIFC law and recorded by its custodian or management company is not income for corporate income tax; this does not cover real estate funds. Since 1 January 2022 the Rules on Substantial Presence require core income generating activities in the AIFC, adequate operating expenses and adequate qualified full-time staff. The participant submits an economic study to the state revenue authority, core work may not be outsourced outside Kazakhstan, and a participant that fails is taxed under the Tax Code.
Serving Investors in Kazakhstan
The AIFC Rules on Currency Regulation and Provision of Information on Currency Transactions (No. 6 of 2021, amended 15 February 2024) list what AIFC Participants may provide to Kazakhstan residents outside the AIFC. Schedule 2 allows investment management for investors in AIFC funds listed on AIX or KASE, and for professional investors with financial assets of at least USD 150,000. It also lists custody of foreign and AIFC-law securities, trust services, advising, arranging and fund administration. Custody of Kazakhstan securities and some brokerage need a licence from the Agency for Regulation and Development of the Financial Market. Kazakhstan's general laws apply to managing or marketing a fund outside the AIFC (CIS 1.4).
Ongoing Obligations
| Obligation | Requirement |
|---|---|
| Prudential returns | Quarterly and annual, signed by the Finance Officer and the Senior Executive Officer or a Director; annual returns certified by the auditor (PRU 6.2, 6.3) |
| Breach of prudential rules | Notify AFSA within 1 Business Day; no transfers to Affiliates or Related Persons without permission (PRU 6.5) |
| Accounts and records | IFRS financial statements; accounting records kept at least six years (GEN 6.3) |
| Clients | Classification, client agreement, suitability, best execution, client assets and periodic statements (COB) |
| Supervision fees | Fixed fee by 1 January; variable fee quarterly. From 1 January 2027: highest fixed fee plus 50% for each additional activity, and 100% of variable fees (FEES 3.1.5, 3.1.6) |
Common Mistakes by Foreign Investors
- Using labels from other centres. A Qualified Investor Fund or a 100-investor cap has no place in AIFC documents.
- Treating Exempt as unregulated. The manager still needs a licence or recognition, and most of CIS applies.
- Skipping the custodian to save cost. Without an Eligible Custodian, base capital can rise from USD 50,000 to USD 500,000.
- Over-applying. Adding functions already incorporated in Managing a Collective Investment Scheme raises fees for no benefit.
- Assuming access to Kazakhstan investors. The USD 150,000 test and the Schedule 2 list set the limits.
Frequently Asked Questions
What capital does an AIFC fund manager need?
USD 50,000 for an Exempt Fund with an Eligible Custodian (or none needed because of its assets, or as a Single Family Office Fund), USD 150,000 for a Non-Exempt Fund, and USD 500,000 for a fund without an Eligible Custodian where the exception does not apply. Liquid Assets also apply.
Can a foreign manager run an AIFC fund without an AIFC licence?
Yes, for an Exempt Fund, if it is authorised in a Recognised Jurisdiction or an acceptable one and is recognised by AFSA. It must register the fund and appoint a Fund Administrator and Eligible Custodian.
Is there an investor cap on an Exempt Fund?
CIS sets no investor number. The tests are private placement, Professional Clients and a minimum initial subscription of USD 50,000.
Do fund management fees qualify for the tax exemption?
Fees for qualifying services provided in the AIFC can be exempt from corporate income tax and VAT until 1 January 2066, if the manager meets the substantial presence conditions.
Does a family office need a licence?
A Single Family Office acting only in that capacity is excluded from most investment activities (GEN 1.1.17). A Single Family means descendants of a common ancestor within three generations, with spouses and certain others.
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Related Pages
AFSA Capital Markets Licensing · AFSA Islamic Finance Licensing · AFSA Digital Assets & Crypto Licensing · AIFC Entity Formation · AIFC Tax and Residency
Primary sources: AIFC Collective Investment Scheme Rules; Prudential Rules for Investment Firms; AIFC General Rules; Conduct of Business Rules; AIFC Fees Rules; AFSA Authorisation FAQs; AFSA Fast-Track regime; Constitutional Statute No. 438-V; List of exempt financial services; Rules on Substantial Presence; AIFC currency rules.