Land Acquisition & Title Due Diligence

Land ownership and use rights in Central Asia are governed by distinct national frameworks that materially limit foreign ownership of land while permitting long-term land use rights (arendy) and leasehold structures. In Kazakhstan, land relations are governed by the Land Code of the Republic of Kazakhstan (Law No. 442-II, 2003, as amended), which restricts foreign nationals and foreign legal entities from owning agricultural and certain categories of urban land. Industrial and commercial land plots are available to foreign investors on long-term lease or through joint ventures with Kazakhstani entities.

Bond Stone conducts title due diligence through the State Land Cadastre, verifies encumbrance-free status via the unified rights register, advises on optimal land use right structures for foreign investors, and prepares transaction documents for land acquisition, lease, and sublease arrangements.

Construction & EPC Contracts

Large-scale construction in Central Asia is typically structured under Engineering, Procurement and Construction (EPC) or FIDIC-based contracts between international main contractors and local subcontractors, with state or developer employers. Chinese-backed construction projects frequently use EPC structures with Chinese general contractors and local Kazakhstani or Uzbek subcontractors, with financing from Chinese state-backed banks. Bond Stone has experience advising both Chinese contractor clients and local counterparties on EPC contract negotiation, variation claims, delay and disruption analysis, and defect liability provisions.

In Kazakhstan, construction is regulated by the Law on Architectural, Urban Planning and Construction Activity (Law No. 242-II, 2001, as amended). Uzbekistan has introduced significant construction regulatory reform under the Agency for Construction (Qurilish agentligi), with new technical standards aligned with international norms taking effect from 2022. Bond Stone assists foreign contractors in understanding local technical standards, mandatory certification requirements, and construction permit procedures (stroyrazresheniye/qurilish ruxsatnomasi).

Commercial Real Estate & Investment Transactions

Almaty’s commercial real estate market — office towers in Esentai Park and Nurly Tau, retail centres, and logistics warehousing — has attracted institutional investors from Russia, the Gulf states, and increasingly, European and Asian funds. Astana’s government quarter and expo district have generated significant hotel, office, and mixed-use development. Cross-border acquisition structures typically involve offshore holding companies (historically British Virgin Islands or Cyprus; increasingly AIFC-incorporated SPVs following the 2022 offshore restructuring wave) owning Kazakhstani limited liability companies that hold local land use rights and buildings.

Bond Stone advises on acquisition due diligence, SPV structuring, purchase agreement negotiation, mortgage and pledge arrangements, and stamp duty and notarisation requirements. We advise on the regulatory notification obligations triggered by acquisition of commercial real estate by foreign-controlled entities, including anti-monopoly pre-clearance under the Agency for Protection and Development of Competition (AZRK).

Hospitality, Mixed-Use & Special Economic Zones

International hotel brands, serviced apartment operators, and mixed-use developers have increased their presence across Almaty, Astana, and Tashkent. Hotel management agreements, franchise arrangements, and operator licences require structuring under local law while preserving the operational requirements of international flag operators. Kazakhstan’s Special Economic Zones — including the Almaty Regional Hub, PIT Kazakhstan (Petropavlovsk), and Chemical Park Taraz — offer tax preferences, simplified customs procedures, and reduced land costs for industrial and logistics developers meeting the qualifying investment thresholds.

Bond Stone advises on hotel transaction structures, operator agreements (management contracts, franchise agreements, lease-back arrangements), SEZ eligibility assessments, and coordination with administrations of Kazakhstan’s Ministry of National Economy for SEZ accreditation.

Infrastructure & Public-Private Partnership

Kazakhstan’s national infrastructure programme (“Nurly Zhol”) and Uzbekistan’s development plans have generated a sustained pipeline of road, rail, logistics, and social infrastructure projects structured under public-private partnership frameworks. The Law on Concessions (Kazakhstan, Law No. 167-III, 2006) and the PPP Law (Kazakhstan, Law No. 379-V, 2015) govern the award and implementation of concession and PPP contracts. Uzbekistan introduced its PPP Law in 2019 and has since launched multiple infrastructure projects with international lenders including the EBRD, ADB, and IFC as senior lenders.

Bond Stone advises developers and lenders on concession agreement analysis, government support mechanism review, risk allocation frameworks, and dispute resolution provisions in infrastructure PPP contracts across Kazakhstan and Uzbekistan.

Commercial Real Estate Acquisition — Almaty, Foreign Investor
Advised a foreign investor on the acquisition of a commercial office building in central Almaty, including title due diligence, land use right verification under the Land Code of Kazakhstan, SPV structuring for foreign ownership, seller warranty negotiations, and registration of the transaction with the State Corporation “Government for Citizens.”

Chinese EPC Contractor — Construction Project, Kazakhstan
Advised a Chinese construction group (XGMA-affiliated) on an EPC contract for a processing facility in Kazakhstan, covering FIDIC Yellow Book adaptation to Kazakhstani law, local content obligation compliance, equipment importation and temporary admission customs procedures, and contractor payment security arrangements.

Industrial Park Development — Tashkent Region, Uzbekistan
Advised an international developer on the structuring of an industrial park development project in the Tashkent region of Uzbekistan, including land allocation negotiations with the Hokimiyat, industrial zone leasehold terms, investor agreement structuring with the Ministry of Investments and Foreign Trade, and corporate structuring of the Uzbek project company.

PPP Road Concession — Kazakhstan, Multilateral Lender Documentation
Advised on a public-private partnership road concession project in Kazakhstan, covering concession agreement review under the Law on PPP, government support obligation structuring, lender security documentation required by an EBRD co-financing arrangement, and dispute resolution clause negotiation with the government counterparty.

FIDIC Construction Dispute — Contractor Claim, Kazakhstan
Represented an international contractor in a FIDIC Silver Book dispute arising from delayed employer approvals and variation cost escalation on a large-scale construction project in Kazakhstan. Advised on Engineer’s Decision procedure, Dispute Adjudication Board proceedings, and preparation for ICC arbitration.

Can foreign companies own land in Kazakhstan?

Foreign legal entities and foreign nationals are generally prohibited from owning agricultural land and certain categories of urban land in Kazakhstan under the Land Code (Law No. 442-II, 2003). Commercial and industrial plots are accessible through long-term land use rights, leasehold structures, or joint ventures with Kazakhstani entities. Special Economic Zone plots may be available on preferential lease terms. Bond Stone advises foreign investors on the most appropriate land access structure for each specific project type and jurisdiction.

What is the difference between an EPC contract and a FIDIC contract in Central Asia?

EPC (Engineering, Procurement and Construction) is a delivery model under which a single contractor assumes full responsibility for design, procurement, and construction. FIDIC refers to a suite of internationally recognised standard form contracts — the Silver Book (EPC/Turnkey), Yellow Book (Plant and Design-Build), and Red Book (Construction) — that are frequently used as the contractual framework for Central Asian projects and then adapted by special conditions to comply with local law, currency, and regulatory requirements. Bond Stone negotiates and adapts both for Chinese contractors, international developers, and local counterparties across Kazakhstan and Uzbekistan.

How should foreign investors structure land use rights for real estate projects in Kazakhstan?

Foreign investors typically access land through: (1) a long-term temporary land use right held by a locally incorporated Kazakhstani TOO (LLC) with foreign ownership; (2) a leasehold arrangement under a registered ground lease; or (3) an SPV structure where a Kazakhstani TOO holds the land use right and is owned by an AIFC-incorporated holding entity. The optimal structure depends on the project type, location, and holding period. Bond Stone conducts title due diligence through the State Land Cadastre and advises on the most efficient structure for each investment.

What permits are required for construction projects in Kazakhstan?

Construction in Kazakhstan requires a construction permit (stroyrazresheniye) issued by the relevant akimat (local administration), preceded by approval of design documentation and — for objects of higher responsibility — a mandatory state expert review (gosudarstvennaya ekspertiza). Foreign contractors must also ensure their entity is accredited with the relevant Kazakhstani authority. Uzbekistan operates a parallel system through the Agency for Construction (Qurilish agentligi). Bond Stone assists contractors and developers in navigating both permitting regimes.

What dispute resolution options are available for construction disputes in Central Asia?

Options include: Kazakhstani or Uzbek specialist economic courts; FIDIC Dispute Adjudication Board (DAB) proceedings where the contract requires pre-arbitration DAB referral; international commercial arbitration under ICC, SIAC, or LMAA rules; and AIFC Court proceedings where parties have agreed to AIFC jurisdiction, offering English-language common law proceedings with internationally recognised enforcement. For cross-border construction transactions, Bond Stone recommends AIFC Court or international arbitration clauses as more reliable alternatives to domestic court proceedings for foreign parties.

Why Bond Stone for Real Estate & Construction

—Offices in Almaty, Astana, Tashkent, and Bishkek — on-the-ground presence in the key real estate and construction markets of the region

—Experience advising Chinese EPC contractors and investors on construction contracts, equipment importation, and manufacturing partnerships across Kazakhstan and Uzbekistan

—Deep knowledge of land ownership restrictions for foreign investors and optimal structuring of land use rights, leasehold, and SPV arrangements

—Established relationships with Kazakhstan’s Ministry of Industry and Infrastructure Development and the Uzbekistan Agency for Construction (Qurilish agentligi)

—Fluency in FIDIC, NEC, and bespoke CIS construction contract formats, including Russian-language contract drafting and review

—Track record on PPP and concession transactions in cooperation with multilateral lenders (EBRD, ADB, IFC)

—AIFC-capable for international real estate holding structures — AIFC SPVs, AFSA-compliant real estate investment structures, and AIFC Court dispute resolution

Advising on a Real Estate or Construction Project in Central Asia?

Bond Stone provides legal advisory on land acquisition, EPC contracts, commercial real estate transactions, PPP structures, and construction dispute resolution across Kazakhstan, Uzbekistan, and Kyrgyzstan.