KAZAKHSTAN · CORPORATE
Closing a Business in Kazakhstan
Bond Stone manages voluntary liquidation and dissolution of TOOs, AOs, 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 full tax audit (typically 3–6 months), and a simplified procedure for qualifying entities that avoids the field audit entirely. Bond Stone assesses eligibility for the simplified procedure at the outset and recommends the most efficient route.
⚠ Important: Any TOO or AO 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, Article 58; 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 unanimous resolution to voluntarily liquidate the company and appoints a liquidation commission (or sole liquidator). Bond Stone drafts the resolution and all supporting corporate documentation. For single-participant TOOs, a sole participant’s decision suffices.
Notification to the Ministry of Justice (within 3 working days)
The liquidation resolution must be filed with the Ministry of Justice within 3 working days of adoption. The company’s BIN record is updated to reflect liquidation status. Employees must be notified of dismissal at least 1 month in advance; the Employment Centre must be notified at least 1 month before redundancies.
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 (Article 58 of the Tax Code)
The State Revenue Committee initiates the tax audit no later than 20 working days after receiving the liquidation tax statement. 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. For companies with foreign economic activity, a customs clearance certificate is also required.
De-registration with the Ministry of Justice
Bond Stone files the complete liquidation package with the Ministry of Justice via ЦОН 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 59 of the Tax Code provides a simplified liquidation procedure that replaces the field tax audit with an in-house (desk) audit by the State Revenue Committee — significantly reducing the overall timeline. The simplified procedure is available where the company simultaneously meets the following conditions:
✓ No outstanding tax debts or overdue obligations
✓ No employees
✓ Not a VAT payer
✓ Not subject to scheduled tax audit in the current audit plan
✓ No pending claims or disputes with state authorities
Additionally, under Kazakhstani law a legal entity that has been inactive for three or more months may be liquidated by the justice authorities independently without requiring a separate application. Bond Stone advises whether voluntary or administrative closure is the more 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, publication of a notice and the 2-month creditor period (for commercial branches), tax clearance, destruction of the company seal, and filing of the de-registration application with the Ministry of Justice. 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
✦ Simplified vs. standard procedure assessment from day one — fastest route identified upfront
✦ 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.
DNV GL Kazakhstan — Debt Restructuring & Dissolution
Energy & Certification Services · Kazakhstan
Bond Stone advised on the debt restructuring and voluntary dissolution of DNV GL Kazakhstan, coordinating creditor settlement, tax audit proceedings, and final de-registration with the Ministry of Justice. The matter required careful management of multi-party creditor claims and compliance with Kazakhstan’s mandatory two-month creditor notification procedure.
Biopharma Pharmaceuticals Factory LLC — Representative Office Dissolution
Pharmaceuticals · Kazakhstan
Bond Stone managed the full de-registration of the Biopharma Pharmaceuticals Factory LLC representative office in Kazakhstan, including the preparation of de-registration documentation, Ministry of Healthcare de-licensing coordination, tax clearance, seal destruction, and final filing with the Ministry of Justice.
Theodore Wille Intertrade — Branch De-registration
Trading · Kazakhstan · 2026
Bond Stone managed the complete de-registration of the Theodore Wille Intertrade branch in Kazakhstan in 2026, including all stages of the mandatory creditor notification period, tax clearance from the State Revenue Committee, and final filing with the Ministry of Justice.
Additional Dissolution Experience
Various Sectors · Kazakhstan
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.
📧 info@bondstonelaw.com
📞 +7 (701) 729 7672
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