KAZAKHSTAN · CORPORATE
Corporate Changes in Kazakhstan
Bond Stone manages the full range of post-incorporation corporate amendments for companies registered in Kazakhstan — name changes, legal address updates, ownership transfers, charter capital amendments, and director appointments.
All material amendments to a Kazakhstani TOO or AO require re-registration with the Ministry of Justice and an update to the company’s registered Articles of Association. Standard re-registration is completed within 1 business day via egov.kz. Failure to register amendments within the prescribed period can result in administrative liability and complications with banking, licensing, and contract execution.
Governed by: Law No. 220-I dated 22 April 1998 “On Limited and Additional Liability Partnerships” (as amended 17 July 2024); Law No. 2198 dated 17 April 1995 “On State Registration of Legal Entities and Record Registration of Branches and Representative Offices” (as amended 5 July 2024); Civil Code of the Republic of Kazakhstan, Article 31.
Types of Corporate Changes We Handle
Company Name Change
Resolution of the General Meeting approving the new name. Amendment of Articles. Re-registration with the Ministry of Justice within 1 business day via egov.kz. Downstream updates to BIN record, tax registration, bank accounts, and any licences referencing the old name.
Legal Address Change
Confirmation of new premises (lease agreement or ownership document). Resolution of the General Meeting or Director. Amendment of Articles. Notification to the State Revenue Committee and re-registration of the legal address in the BIN register. New address must be a physical premises — P.O. boxes are not accepted.
Ownership Transfer (Participation Interest)
Sale and purchase agreement for participation interest. Pre-emption rights procedure (Article 31 of the Law on LLPs — see below). Notarised offer and waiver documentation. Amendment of Articles to reflect new ownership. Re-registration with the Ministry of Justice. Currency control notification for cross-border transfers.
Charter Capital Changes
Increase or decrease of charter capital by resolution of the General Meeting. Bank confirmation of additional contributions (for increases). Valuation act for non-cash contributions. Amendment of Articles. Re-registration and BIN record update. Note: charter capital decreases require prior notification to all creditors.
Director / Executive Body Changes
Resolution of the General Meeting or Board of Directors appointing or dismissing the Director. Amendment of BIN record. Notification to the bank and relevant state authorities. New Powers of Attorney and labour contracts where required. Effective from the date of the relevant resolution — not from re-registration.
Scope of Activity (OKED) Changes
Amendment of the company’s OKED (activity classifier code) in the BIN register when entering a new regulated sector or changing the primary commercial activity. Amendment of Articles where the scope is specified therein. Licences or notifications may additionally be required for the new activity.
Ownership Transfer — Pre-emption Rights Procedure
Under Article 31 of the Law on Limited and Additional Liability Partnerships (No. 220-I, as amended 2024), existing participants in a TOO have a statutory pre-emption right over any proposed transfer of participation interest to a third party. The procedure is mandatory and cannot be waived in the Articles:
The selling participant delivers a written offer to all co-participants setting out the proposed price and terms of the transfer. Bond Stone drafts the offer notice and manages the delivery process.
Co-participants have 30 days to accept the offer at the stated price. If multiple co-participants accept, the interest is allocated pro-rata to their existing shares unless agreed otherwise.
If co-participants decline or fail to respond within 30 days, the interest may be transferred to the intended third party on the same terms as offered. Bond Stone prepares the waiver documentation and the transfer agreement, which is then used to complete re-registration.
For cross-border transfers involving foreign investors, Bond Stone also advises on currency control notification requirements under the Law on Currency Regulation and Currency Control (No. 167-VI, 2 July 2018) and on withholding tax implications under applicable Kazakhstan double tax treaties.
Re-registration — Steps & Timeline
Step 1 — Corporate resolution
Bond Stone drafts the resolution of the General Meeting (or sole participant’s decision) approving the amendment. For foreign-participant companies, resolutions executed outside Kazakhstan are notarised and apostilled.
Step 2 — Amended Articles
Restated Articles of Association incorporating the approved amendments, prepared in Kazakh and Russian. For small and medium business entities, Articles are not required to be submitted on re-registration if the company operates on the basis of a standard (model) charter.
Step 3 — Ministry of Justice filing
Bond Stone files the amendment application via egov.kz or the Government for Citizens State Corporation. Standard re-registration: 1 business day. Updated BIN record and new registered Articles issued on completion.
Step 4 — Downstream notifications
State Revenue Committee notification. Bank account signatory authority updates. Amendment of licences, permits, and contracts referencing the pre-amendment company details. Bond Stone coordinates all downstream notifications on request.
Why Bond Stone
✦ Full corporate amendments service — resolutions, restated Articles, and re-registration in one mandate
✦ Pre-emption rights procedure managed in-house — offer notices, waivers, transfer agreements
✦ Cross-border ownership transfers — currency control, tax treaty analysis, apostille coordination
✦ 1-business-day re-registration via egov.kz — Almaty and Astana teams
Primary legal authority: adilet.zan.kz
Bond Stone Kazakhstan offices: Almaty · Astana
Selected Experience — Corporate Changes
Corporate amendments are among the most frequently requested services Bond Stone handles in Kazakhstan. Our teams manage the full cycle — from drafting the resolution through re-registration and downstream notifications — for both foreign-invested TOOs and local companies.
50+
Corporate amendment mandates completed — name changes, address updates, ownership transfers, director appointments
20+
Cross-border ownership transfer transactions, including pre-emption rights procedures and currency control notifications
1 day
Standard re-registration timeline via egov.kz for straightforward amendments
8
Specialisations held by Bond Stone’s AIFC Registered Legal Adviser, including Corporate & M&A
Register your corporate changes
Contact Bond Stone for a confidential discussion about your required corporate amendments in Kazakhstan.
📧 info@bondstonelaw.com
📞 +7 (701) 729 7672
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