The AIFC holding structure — why it matters

The standard cross-border M&A structure for Kazakhstan investments is: AIFC holding company (English common law) above a Kazakhstani operating entity (Kazakhstani civil law). The SPA and shareholders agreement are governed by AIFC Contract Regulations — English common law — providing international acquirers with familiar warranty and indemnity provisions, dispute resolution before the AIFC Court, and deal economics expressed in USD without currency conversion complexity.

Bond Stone’s unique capability

Bond Stone is one of the few firms in Kazakhstan with AIFC Registered Legal Adviser status — enabling it to advise on both the AIFC holding layer (English law) and the Kazakhstani operating layer (Kazakhstani civil law) on a single mandate. Most international transactions require separate AIFC counsel and Kazakhstani counsel — increasing cost and coordination risk. Bond Stone eliminates this duplication.

AIFC entity formation

Formation of an AIFC holding company — Private Company Limited by Shares (LLP or Ltd.) — including constitutional documents, share structure, and management arrangements. Bond Stone coordinates AIFC entity formation in parallel with the transaction timeline to avoid closing delays.

English law SPA — AIFC Contract Regulations

Where the acquisition is structured through an AIFC holding company, the SPA can be governed by AIFC Contract Regulations — English common law as codified for the AIFC. Bond Stone drafts AIFC-law SPAs with internationally familiar provisions: representations and warranties, indemnities, MAC clauses, locked-box mechanics, and W&I insurance compatibility.

AIFC Court — dispute resolution

The AIFC Court is an independent English common law court with internationally experienced judges. Bond Stone holds automatic right of audience before the AIFC Court as an AIFC Registered Legal Adviser — unavailable to non-RLA counsel. Bond Stone drafts AIFC Court jurisdiction clauses into all AIFC-layer transaction documents.

AIFC Holding — Group Restructuring

M&A · AIFC · Kazakhstan · Cross-border

Inserting an AIFC holding company above a foreign group’s Kazakhstani operating subsidiaries — AIFC entity formation, English law shareholders agreement, and reorganisation of ownership structure under AIFC Contract Regulations.

English Law SPA — Mining Acquisition

M&A · AIFC · Kazakhstan · Mining

Drafting an AIFC-governed SPA for the acquisition of a Kazakhstani mining company through an AIFC holding structure — warranties, indemnities, completion mechanics, and AIFC Court jurisdiction clause.

AIFC Court — Jurisdiction Clause

M&A · AIFC · Kazakhstan · Dispute Resolution

Advising an international acquirer on drafting AIFC Court jurisdiction and governing law clauses for an M&A transaction — distinguishing AIFC layer (AIFC Court) from KZ operating layer (Kazakhstani courts or AIFC arbitration).

Dual-layer M&A — Energy Sector

M&A · AIFC · Kazakhstan · Energy

Full dual-layer M&A mandate for energy sector acquisition — AIFC holding formation, English law SPA, and Kazakhstani operating entity share transfer documentation, all advised by Bond Stone as AIFC RLA.

Chinese Buyer — AIFC Structure

M&A · AIFC · Kazakhstan · China

Advising a Chinese buyer on using an AIFC holding structure for Kazakhstani investment — AIFC entity formation, English law SPA acceptable to Chinese parent, AIFC Court jurisdiction, and ODI filing coordination.

W&I Insurance Structuring

M&A · AIFC · Kazakhstan · Insurance

Advising on warranty and indemnity insurance compatibility for an AIFC-structured acquisition of a Kazakhstani target — English law SPA requirements for W&I underwriting and disclosure protocol coordination.