KAZAKHSTAN · CORPORATE

Company Formation in Kazakhstan

Bond Stone advises international investors on company formation in Kazakhstan — from entity selection and registration through founding document drafting, director appointments, sector licensing, and ongoing corporate compliance.

Kazakhstan offers one of the most investor-friendly corporate registration environments in Central Asia: a fully digital incorporation process via egov.kz, 1-business-day registration for standard structures, no minimum charter capital for most sectors, and 100% foreign ownership permitted across all non-restricted industries. The Astana International Financial Centre (AIFC) adds an English common law layer — making Kazakhstan uniquely positioned for both local operating companies and international holding structures.

Governed by: Law No. 220-I dated 22 April 1998 “On Limited and Additional Liability Partnerships” (as amended 17 July 2024); Law No. 415-II dated 13 May 2003 “On Joint Stock Companies” (as amended 1 September 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).

Legal Structures Available in Kazakhstan

TOO (ТОО) — Limited Liability Partnership

The most widely used structure for foreign investors entering Kazakhstan. Participants are not liable for the partnership’s obligations beyond their contributed shares. 100% foreign ownership permitted. No minimum charter capital for non-regulated sectors (KZT 100 nominal minimum). Foreign director appointable from day one — no work permit required under Kazakhstani law.

Registration: 1 business day via egov.kz

AO (АО) — Joint Stock Company

Required for banking, insurance, securities, and pension fund management. Available in public and private forms. Subject to mandatory audit, enhanced disclosure obligations, and minimum charter capital requirements set by the relevant regulator (NBK). Governed by Law No. 415-II.

Registration: 3–5 business days

AIFC Entity — Company or LLP

Incorporated within the Astana International Financial Centre under English common law. Governed by AIFC Company Regulations 2017. Preferred for fintech, digital assets, investment management, and international holding structures. Exempt from Kazakhstani corporate taxes during the AIFC transition period. Disputes resolved before the AIFC Court — English language, common law procedure.

Registration: 3–7 business days via AIFC registrar

Branch / Representative Office

A branch may conduct commercial activity as an extension of the foreign parent — no separate legal personality. A representative office is limited to non-commercial liaison and marketing functions. Neither requires minimum capital. Both require accreditation with the Ministry of Justice. Head of branch may be a foreign national — no work permit required.

Registration: 3 working days from document submission

TOO Registration — Step by Step

Entity selection & structure advice

Bond Stone reviews the client’s ownership structure, sector, planned activity, and tax profile to recommend the optimal entity type — TOO, AO, AIFC entity, or branch. For joint ventures, we advise on majority/minority shareholder protections and the pre-emption rights framework under Article 31 of the Law on LLPs.

Founding documents drafting

Articles of Association (Устав) in Kazakh and Russian — mandatory content per Article 23 of the Law on LLPs: company name, legal address, charter capital, participant shares, management body structure, and General Meeting procedures. Shareholders Agreement prepared in parallel where multiple participants are involved. For AIFC entities, constitutional documents prepared under AIFC Company Regulations 2017.

Director appointment & notarisation

Resolution of the General Meeting (or sole participant decision) appointing the Director. Powers of Attorney for authorised signatories where required. Signatures of foreign founders notarised and apostilled where executed outside Kazakhstan. Bond Stone coordinates the full apostille and certified translation process.

Ministry of Justice registration

Bond Stone files the application via egov.kz or the Government for Citizens State Corporation (ЦОН). For small and medium entities: registration is free of charge and completed within 1 business day. For large entities: state duty of 9,885 KZT applies. On completion, the company receives its Business Identification Number (BIN) and the registered Articles are publicly accessible via the BIN register.

Post-registration compliance

Tax registration with the State Revenue Committee (automatic upon BIN issuance for most entities). Corporate bank account opening — Bond Stone liaises with Kazakhstani banks on document requirements. Company seal registration. Work permit and visa support for foreign employees (excluding the Director of a 100%-foreign-owned TOO). Sector licence applications where required. Ongoing statutory reporting and compliance.

Entity Comparison

Factor	TOO	AIFC Entity	Branch
Legal personality	Yes	Yes	No
Governing law	Kazakhstani civil law	English common law	Kazakhstani civil law
Min. charter capital	KZT 100 (most sectors)	USD 1,000 (standard)	None
Foreign ownership	100% permitted	100% permitted	Parent bears all liability
Commercial activity	Full — all sectors	Full — within AIFC scope	Full (branch) / None (rep. office)
Tax regime	20% CIT on KZ-source income	0% CIT (AIFC exemption period)	20% CIT on KZ-source income
Dispute forum	Kazakhstani courts / arbitration	AIFC Court (English language)	Kazakhstani courts / arbitration
Registration time	1 business day	3–7 business days	3 working days

Related Guides

Branch & Representative Office Registration Full accreditation process, document package, 3-day timeline	Drafting Founding Documents Articles of Association, Shareholders Agreement, Branch Regulations
Kazakhstan Investor Visa (C5) For owners and investors establishing a company in Kazakhstan	Work Visa for CEOs & Deputies Work permit for CEO and CEO deputies of foreign-owned companies
Business Licenses & Permits Sector-specific licensing across energy, fintech, pharma, construction	Voluntary Liquidation & Dissolution Full liquidation process — resolution through tax clearance and de-registration

Selected Experience — Company Formation in Kazakhstan

Bond Stone has advised on company formations in Kazakhstan across energy, mining, manufacturing, financial services, pharmaceuticals, trading, and technology sectors since 2007. Our formation mandates range from straightforward single-shareholder TOO registrations to complex multi-party joint ventures combining Kazakhstani-law Articles with AIFC-governed Shareholders Agreements.

100+

Company formations, branch registrations and corporate restructurings in Kazakhstan since 2007

15+

Sectors covered — energy, mining, pharma, fintech, construction, trading, manufacturing, and more

10+

Parent company jurisdictions — China, Germany, Turkey, UAE, Ireland, USA, South Korea, and others

AIFC RLA specialisations — Corporate & M&A, Banking & Finance, Digital Assets, Regulatory & Compliance, and more

Chinese investors — EPC, trading & manufacturing

Multiple TOO formations for Chinese EPC contractors, commodity traders, and manufacturing investors entering Kazakhstan — including sector licence applications, founding document drafting in Russian and English, and AIFC entity structuring for holding and financing structures.

Joint ventures — minority shareholder protection

Founding document packages for international joint ventures with Kazakhstani partners — combining Kazakhstani-law Articles with AIFC-governed Shareholders Agreements providing pre-emption rights, deadlock resolution, anti-dilution protections, and English common law exit mechanisms.

AIFC fintech & digital asset structuring

AIFC company and LLP formations combined with AFSA licensing strategy for digital asset exchanges, payment services providers, and investment management companies. Bond Stone holds AIFC RLA status across Digital Assets & Blockchain, Banking & Finance, and Regulatory & Compliance.

Pharmaceutical & healthcare sector entries

Representative office registrations for international pharmaceutical companies entering Kazakhstan — including Biopharma Pharmaceuticals Factory LLC. Subsequent advisory on pharmaceutical manufacturing and wholesale licence applications under the Code on Public Health.

Why Bond Stone

✦ AIFC Registered Legal Adviser No. 250 — authorised to advise on both Kazakhstani civil law and AIFC English common law, on one mandate

✦ Ranked by Legal 500 EMEA and IFLR1000 for Corporate & M&A in Kazakhstan

✦ On-the-ground teams in Almaty and Astana — direct Ministry of Justice and AIFC registrar liaison

✦ Full-service formation — entity selection, founding documents, apostille coordination, BIN registration, bank account, and sector licence on one engagement

✦ Bilingual document packages in Kazakh, Russian, and English — all produced in-house

Primary legal authority: adilet.zan.kz · AIFC: aifc.kz

Bond Stone Kazakhstan offices: Almaty · Astana