BUSINESS FORMATION · KAZAKHSTAN

Closing a Business in Kazakhstan

Bond Stone manages voluntary liquidation and dissolution of LLPs, JSCs, branches, and representative offices in Kazakhstan — from the opening resolution through creditor notification, tax audit, and final de-registration with the Ministry of Justice.

Kazakhstan law provides two liquidation tracks: a standard procedure involving a tax audit, whose length depends on the company's history, and a route for qualifying resident companies in which desk control replaces the audit. Bond Stone assesses eligibility for that route at the outset and recommends the most efficient route.

Important: Any LLP or JSC that does not operate but remains registered is still required to submit tax and statistical reports and pay at minimum the director's social contributions. Inactive companies should be formally liquidated to avoid accumulating fines and penalties.

Governed by: Civil Code of the Republic of Kazakhstan (General Part), Articles 49–51; Law No. 220-I dated 22 April 1998 "On Limited and Additional Liability Partnerships" (as amended 2024); Tax Code of the Republic of Kazakhstan No. 214-VIII dated 18 July 2025, Articles 74, 75 and 155; Law No. 2198 dated 17 April 1995 "On State Registration of Legal Entities and Record Registration of Branches and Representative Offices."

Standard Liquidation — Step by Step

Liquidation resolution

The General Meeting (or sole participant) adopts a resolution to liquidate the company (for an LLP, at least three-quarters of the votes present unless the charter requires more; Law No. 220-I, Arts. 43, 48) and appoints a liquidation commission (or sole liquidator). Bond Stone drafts the resolution and all supporting corporate documentation. For single-participant LLPs, a sole participant's decision suffices.

Immediate notice to the registrar

The registering authority must be told of the liquidation decision immediately, in writing or online (Civil Code, Art. 50(1)). The company's BIN record is updated to reflect liquidation status. Employees must be given at least one month's written notice of dismissal on liquidation, or less with their written consent (Labour Code, Arts. 52(1)(1), 53(1)), and the career centre must be told of the planned release at least one month ahead (Social Code, Art. 103).

Creditor notification & 2-month claim period

Publication of a liquidation notice in a national periodical, specifying the 2-month deadline for creditors to submit claims (Article 50(3) of the Civil Code). All known creditors must also be notified directly in writing. Claims received must be assessed and either settled or disputed before liquidation proceeds. Within 3 working days of the announcement, the liquidation commission must also contact the State Revenue Committee.

Interim liquidation balance sheet

After expiry of the 2-month creditor claim period, the liquidation commission prepares an interim liquidation balance sheet containing an inventory of company assets, the list of creditor claims filed, and the results of their assessment. Approved by the General Meeting. Submitted to the State Revenue Committee together with liquidation tax reports within 3 days of approval.

Tax audit (Tax Code, Articles 75 and 155)

The tax audit starts no later than 10 working days after the tax authority receives the application for an audit (Order of the Acting Minister of Finance No. 654 of 31 October 2025, Annex 1, para. 14). The company must settle all tax liabilities, social contributions, and pension payments within 10 calendar days of submitting the liquidation reports. Bond Stone coordinates the audit and prepares all required financial documentation.

Final liquidation balance sheet & asset distribution

After all debts are settled, the liquidation commission prepares the final liquidation balance sheet. Approved by the General Meeting. Remaining assets are distributed to participants in proportion to their shares. Companies with foreign trade should also check for unpaid customs payments and open customs procedures before the final balance sheet is approved.

De-registration with the Ministry of Justice

Bond Stone files the complete liquidation package with the Ministry of Justice via a Public Service Centre or egov.kz — including the final balance sheet, tax clearance certificate, debt-absence confirmation, VAT de-registration, and cash register cancellation. Processing: 5 working days via egov.kz. On completion, the company is struck from the State Register and its BIN cancelled.

Simplified Liquidation Procedure

Article 74(6) of Tax Code No. 214-VIII provides that no tax audit is carried out on closure under the simplified procedure, and leaves the detail to the authorised body. Its current act is Order of the Acting Minister of Finance No. 654 of 31 October 2025, amended by Order No. 117 of 20 February 2026. The simplified procedure in Annex 4 is for individual entrepreneurs. A resident company has a different route under Annex 1, Chapter 3: desk control by the tax authority in place of the audit, which can still lead to an audit if discrepancies are not resolved (paras. 33, 41). The company must meet these conditions (para. 33):

✓ No tax debt and no debt on social payments

✓ Not a VAT payer, or a VAT payer that has carried on no business since VAT registration

✓ Not registered for the activities listed in Article 104(1) of the Tax Code

✓ These conditions met throughout the limitation period, or since the company was formed if that is shorter

Forced closure is separate. On the registrar's application, a court may terminate an entity that never obtained a BIN or registered for tax (Law No. 2198, Art. 16). Bond Stone advises on the appropriate route given the company's circumstances.

Branch & Representative Office De-registration

De-registration of a branch or representative office follows a parallel process: resolution of the parent entity's competent body, clearance of tax debts, and filing of the de-registration application with the Ministry of Justice (Law No. 2198, Art. 16-1). That Article requires a published notice only for branches of foreign financial service providers; for a commercial branch with creditors, a notice and two-month claim period may still be prudent. Bond Stone managed the full de-registration of the Theodore Wille Intertrade Kazakhstan branch in 2026, including all creditor notification and tax clearance stages.

Why Bond Stone

Desk control or full tax audit — route assessed at the outset
Tax audit coordination and financial documentation — State Revenue Committee liaison throughout
Creditor notification process, employee severance compliance, and customs clearance managed in-house
Branch and representative office de-registration — on-the-ground teams in Almaty and Astana

Primary legal authority: adilet.zan.kz · egov.kz

Bond Stone Kazakhstan offices: Almaty · Astana

Selected Experience — Liquidation & Dissolution

Bond Stone has managed voluntary liquidations, branch de-registrations, and corporate dissolutions across Kazakhstan. Our experience includes complex multi-creditor procedures, tax audit coordination, and the closure of regulated entities subject to sector-specific de-licensing requirements.

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Additional Dissolution Experience

Bond Stone has managed 10+ voluntary liquidations and branch de-registrations across Kazakhstan since 2007, including simplified procedure closures, foreign economic activity customs clearances, and multi-jurisdiction wind-downs involving parent companies in Europe, Asia, and the Middle East.

Close your Kazakhstan entity

Contact Bond Stone for a confidential discussion about voluntary liquidation or dissolution of your company, branch, or representative office in Kazakhstan.

[email protected]
+7 (701) 729 76 72

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