Articles

Antitrust and Merger Control in Kazakhstan — A Practical Guide for International Investors

August 6, 2026

Kazakhstan has one of the most active merger control regimes in Central Asia. The Agency for Protection and Development of Competition of the Republic of Kazakhstan (APDC) reviews a significant volume of transactions each year, and the notification thresholds are set at levels that catch many mid-market cross-border deals involving Kazakhstani targets or operations. Missing a required filing is an administrative offence that carries fines and, in some cases, can lead to a completed transaction being unwound.

I have managed antitrust filings for cross-border M&A transactions in Kazakhstan for over twenty years, including some of the largest foreign corporate investments in the country. This note covers what international buyers and their counsel need to know before signing.

The Legal Framework

Kazakhstan’s competition law is governed by the Entrepreneurial Code of the Republic of Kazakhstan (Law No. 375-V, 29 October 2015), Section 4 of which establishes the framework for economic concentration control. The APDC is the competent authority for merger review and has broad investigative and enforcement powers including the ability to impose conditions on approved transactions, prohibit concentrations that restrict competition, and initiate post-completion investigations where a filing obligation was not met.

The merger control provisions of the Entrepreneurial Code were last substantially amended by Law No. 71-VIII of 6 April 2024, which shortened the review period and changed the split between prior consent and post-closing notification. Any analysis based on the pre-2024 rules should be rechecked against the current Code.

Notification Thresholds — What Triggers a Filing

A prior consent filing with the APDC is required for a merger, or for an acquisition of more than 50% of the voting shares of a market entity, where the following threshold test is met:

Asset or turnover threshold. The combined book value of assets, or the combined sales for the last financial year, of the acquirer (with its group) and the target exceeds 10 million monthly calculation indices at the rate in force on the filing date (Article 201(3)). At the 2026 rate of KZT 4,325, that is KZT 43.25 billion. Under Article 161(2), the rules extend to actions outside Kazakhstan that directly or indirectly affect assets, shares or rights in Kazakhstan, or restrict competition there.

Post-closing notification. Acquisitions of fixed production assets or intangible assets worth more than 20% of the seller’s, acquisitions of rights to give binding instructions to a market entity, and interlocking directorships are notified to the APDC within 45 calendar days after the transaction (Article 201(8)). If the APDC sends no cancellation order within 30 calendar days of the notification, the concentration is treated as completed (Article 209). Article 200(1) still lists asset acquisitions among the deals needing prior consent, a conflict the OECD’s 2025 peer review describes as unclear, so asset deals need separate care.

Market share. Market share is not a separate filing trigger under Article 201, but it drives the substantive review. A single entity is dominant at 35% or more on further criteria and at 50% or more without them; collective dominance applies at 50% or more for up to three entities and 70% or more for up to four, or for financial organisations 50% for up to two and 70% for up to three (Article 172).

Article 201(3) and (7) set no geographic limit on the assets and sales that count, so groups should be tested on their worldwide figures and not only on their Kazakhstani operations. A foreign-to-foreign deal can therefore need a Kazakhstan filing where a Kazakhstani subsidiary or assets are affected. This scenario is easily missed in cross-border deals.

The Filing Process

Pre-filing consultation. The parties can meet APDC staff informally before filing to discuss the structure, the market definition and any competition concerns. This is a matter of practice and is not mandatory, but it can reduce the risk of an information request that extends the review.

Filing timing. Where prior consent is required, it must be obtained before closing, and it should be a condition precedent in the transaction documents. Closing without it is a violation whether or not the deal raises competition concerns (Article 200).

Review period. The APDC checks the application for completeness within 5 working days of receipt, and the review period is then 15 working days from acceptance (Article 205). The period is suspended while the APDC awaits additional information or carries out a market analysis, and the total period with these suspensions generally may not exceed 12 months. In practice, straightforward transactions with no competition concerns are cleared in 15 to 20 working days. Prompt answers to information requests shorten the process.

Filing fee. No fee is payable to the APDC for a merger notification.

What the Notification Must Contain

For a share acquisition, Article 204(2) requires the transaction terms and value, details of the acquirer and of its group members active in the same or substitutable goods, and production, sales, export and import volumes. A well-prepared filing usually also covers the following:

• Description of the transaction structure and the parties involved
• Corporate and ownership information for all transaction parties — including the full ownership chain to the ultimate beneficial owner
• Financial information: assets and annual turnover for all parties, both globally and in Kazakhstan specifically
• Market definition analysis: identification of all product and geographic markets in Kazakhstan in which the parties are active, with market share data
• Description of the competitive effects of the transaction in each relevant Kazakhstan market
• Copies of constitutional documents and financial statements for all transaction parties
• Power of attorney for the filing party

The market definition and competitive effects analysis sections are the most substantive part of the filing. The APDC carries out its own market analysis where the parties deal in the same, substitutable or adjacent goods, or there are signs of restricted competition, and the review period stops while it does so (Article 205(5)). Where the combined share is material, the filing should include a detailed analysis based on public data, industry statistics and the parties' own commercial information. An analysis that misses a relevant market or understates market share invites follow-up questions and extends the review.

Practical Issues in Kazakhstan Merger Filings

Indirect transfers through holding companies. Buying a foreign holding company that owns a Kazakhstani subsidiary should be analysed in the same way as buying the subsidiary directly. The basis is Article 161(2), cited above.

Joint ventures. The share acquisition test does not apply to the founders of a legal entity on its creation (Article 201(1)), so forming a new joint venture company is not caught on that limb. Acquiring more than 50% of an existing entity is. So is acquiring rights to give binding instructions, including a veto or a sole right to nominate management where no other party holds such a right, which is a concentration notified to the APDC.

Sector-specific competition rules. Certain sectors in Kazakhstan have competition rules that supplement the Entrepreneurial Code — most notably banking and financial services, where the thresholds for financial organisations are set by the APDC jointly with the financial market regulator, the Agency for Regulation and Development of the Financial Market (Article 201(5)), whose own approvals run in parallel with APDC review. Deals in regulated sectors need filings with several bodies to be coordinated.

Gun-jumping. Implementing a transaction before APDC consent, for example by transferring operational control or integrating the businesses, is gun-jumping. As a concentration without required consent, it is an administrative offence under Article 161 of the Code on Administrative Offences. Exchanging commercially sensitive information beyond what due diligence needs carries a related risk. Pre-closing covenants and information exchange protocols should cover the period from signing to clearance.

Remedies and Conditions

Where the APDC identifies competition concerns, it may approve a transaction subject to conditions (Article 208(3)) — typically behavioural remedies such as supply obligations, access commitments, or price caps in affected markets. Structural remedies (divestiture requirements) are less common in Kazakhstan practice but have been applied in transactions involving dominant market positions.

Early contact with the APDC is usually the best way to identify concerns and shape conditions before the decision deadline.

How the Rules Have Been Applied in Practice

• Volumes and outcomes. The OECD’s 2025 peer review of Kazakhstan, using the APDC’s data, records about 90 prior consent filings and about 25 post-closing notifications a year. Most deals are cleared unconditionally, conditions are rare, and recent years have seen no more than one prohibition. A combined share of 35% or less is cleared without conditions, and a review with market analysis does not in practice exceed three months.
• Conditions. The same review records that Kazakhtelecom’s 2018 acquisition of Kcell was cleared on conditions including wider 4G coverage, and that in 2023 the APDC added the divestiture of Kcell’s subsidiary KazNet Media. CAF Holding’s 2023 acquisition of KAZPHOSPHATE was cleared subject to an antitrust compliance act approved by the APDC, commitments to two ministries and semi-annual reports.
• Cancelling a completed deal. According to the APDC, as reported by the OECD, this power has been used once. In 2018 the competition authority annulled a commission agreement under which KazMunayGas Onimderi LLP authorised a sole proprietor to act for it at a filling station, because the LLP was dominant in AI-95 gasoline and diesel fuel.
• Court review. In Case No. 6001-25-00-6ap/475 of 23 June 2025, the Supreme Court held that an APDC conclusion remains an independent enforcement act with legal consequences and can be challenged in court after the 2024 amendments to Article 224 of the Entrepreneurial Code. The lower courts had treated such conclusions as outside judicial review. The decision is discussed in Access to Justice in Eastern Europe (2026).
• Cartels. The fine under Article 159 of the Code on Administrative Offences is 3% of the revenue from the monopolistic activity for small and medium businesses and 5% for large businesses, with confiscation of up to one year’s monopoly income, rising to 5% and 10% if repeated within a year. In a road repair procurement case reported by the APDC in October 2026, NNC Group LLP was fined over KZT 92 million and over KZT 403 million of monopoly income was recovered. The Atyrau Regional Court upheld the investigation on 4 August 2026, after an earlier cassation ruling had sent the case back for a new hearing, and dismissed a further appeal on 2 September 2026.

Bond Stone’s Antitrust Practice

Alexandr Satidi leads the firm’s antitrust practice, with direct experience of APDC filings in the retail, construction, energy and manufacturing sectors. The practice covers threshold analysis, filings and APDC information requests, remedies, gun-jumping protocols and compliance programmes, and it works with the M&A team on transactions that need clearance.

Related reading: M&A in Kazakhstan • Competition Law & Merger Filings • Alexandr Satidi • Legal Due Diligence Kazakhstan • Foreign Investment Kazakhstan