M&A · KAZAKHSTAN
Cross-border M&A & AIFC Structuring in Kazakhstan
Bond Stone advises international acquirers on cross-border M&A structuring for Kazakhstan investments — inserting an AIFC holding company above Kazakhstani operating assets to enable English-style SPAs under AIFC law, AIFC Court jurisdiction, and internationally familiar deal documentation, all advised on a single mandate as AIFC Registered Legal Adviser.
Primary authority: AIFC Constitutional Statute; AIFC Contract Regulations 2017; AIFC Companies Regulations 2017; AIFC Court Regulations 2017. Authority: aifc.kz
Key Considerations
The AIFC holding structure — why it matters
A common structure for Kazakhstan investments places an AIFC holding company (AIFC law, based on English common law) above a Kazakhstani operating entity (Kazakhstani civil law). The SPA and shareholders agreement can be governed by AIFC law, which gives international acquirers familiar warranty and indemnity provisions and dispute resolution before the AIFC Court. The operating entity stays under Kazakhstani law, so merger control, subsoil and other regulatory approvals must still be checked, and any USD pricing tested against the currency rules.
Both layers on one mandate
Bond Stone's partners hold AIFC Registered Legal Adviser status, so the firm can advise on both the AIFC holding layer (English law) and the Kazakhstani operating layer (Kazakhstani civil law) on a single mandate. This avoids the cost and coordination risk of instructing separate AIFC and Kazakhstani counsel.
AIFC entity formation
Formation of an AIFC holding company — usually a private company limited by shares — including constitutional documents, share structure, and management arrangements. Bond Stone coordinates AIFC entity formation in parallel with the transaction timeline to avoid closing delays.
SPA under the AIFC Contract Regulations
Where the acquisition is structured through an AIFC holding company, the SPA can be governed by AIFC law, which is based on English common law. Bond Stone drafts AIFC-law SPAs with internationally familiar provisions: representations and warranties, indemnities, MAC clauses, locked-box mechanics, and W&I insurance compatibility.
AIFC Court — dispute resolution
The AIFC Court is an independent English common law court with internationally experienced judges. Bond Stone's partners are AIFC Registered Legal Advisers and appear before the AIFC Court; rights of audience come from registration with the AIFC Court Registry, open to lawyers with a practising certificate from any jurisdiction. Bond Stone drafts AIFC Court jurisdiction clauses into all AIFC-layer transaction documents.
Experience
Bond Stone has advised on M&A transactions in Kazakhstan since 2007. Client confidentiality is maintained across all matters.
M&A · AIFC · Kazakhstan · Cross-border
AIFC Holding — Group Restructuring
Inserting an AIFC holding company above a foreign group's Kazakhstani operating subsidiaries — AIFC entity formation, English law shareholders agreement, and reorganisation of ownership structure under AIFC Contract Regulations.
M&A · AIFC · Kazakhstan · Mining
English Law SPA — Mining Acquisition
Drafting an AIFC-governed SPA for the acquisition of a Kazakhstani mining company through an AIFC holding structure — warranties, indemnities, completion mechanics, and AIFC Court jurisdiction clause.
M&A · AIFC · Kazakhstan · Dispute Resolution
AIFC Court — Jurisdiction Clause
Advising an international acquirer on drafting AIFC Court jurisdiction and governing law clauses for an M&A transaction — distinguishing AIFC layer (AIFC Court) from KZ operating layer (Kazakhstani courts or AIFC arbitration).
M&A · AIFC · Kazakhstan · Energy
Dual-layer M&A — Energy Sector
Full dual-layer M&A mandate for an energy sector acquisition — AIFC holding formation, English law SPA, and Kazakhstani operating entity share transfer documentation, all advised by Bond Stone as AIFC RLA.
M&A · AIFC · Kazakhstan · China
Chinese Buyer — AIFC Structure
Advising a Chinese buyer on using an AIFC holding structure for Kazakhstani investment — AIFC entity formation, English law SPA acceptable to Chinese parent, AIFC Court jurisdiction, and ODI filing coordination.
M&A · AIFC · Kazakhstan · Insurance
W&I Insurance Structuring
Advising on warranty and indemnity insurance compatibility for an AIFC-structured acquisition of a Kazakhstani target — English law SPA requirements for W&I underwriting and disclosure protocol coordination.
Why Bond Stone
- 18+ years advising on M&A in Kazakhstan — active across mining, energy, real estate, and manufacturing
- AIFC RLA status — AIFC holding and Kazakhstani operating layer on a single mandate
- Ranked Legal 500 EMEA and IFLR1000 — Almaty and Astana offices
Primary authority: adilet.zan.kz
Discuss your Kazakhstan M&A transaction
Contact Bond Stone for a confidential discussion about Cross-border M&A & AIFC Structuring in Kazakhstan.
[email protected]
+7 (701) 729 76 72 — Almaty
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