Drafting Founding Documents in Kazakhstan

Articles of Association

The charter defines the legal status of an LLP or JSC (LLP Law, Art. 17). Commercial entities register with the State Corporation Government for Citizens, and an electronic application is processed within one working day (Law No. 2198, Arts. 4, 9).

Shareholders Agreement

Governs the relationship between participants in an LLP. Covers profit distribution, transfer restrictions, pre-emption rights, deadlock resolution, and exit mechanisms. Not filed publicly — operates alongside the Articles as a private contractual layer.

Branch / Representative Office Regulations

Constitutional document of a branch or representative office. Required for record registration. Sets out the scope of permitted activities, management structure, and the relationship to the parent entity. Prepared in Kazakh and Russian.

Director Appointment Orders & Powers of Attorney

Resolution of the General Meeting appointing the first Director. Powers of Attorney for branch managers, authorised signatories, and legal representatives. Notarised and apostilled where required for cross-border use. Note: the first head of a branch or representative office of a foreign legal entity is outside the quota and employer permit rules (Law on Migration of the Population, Art. 36-1(2)(7)).

Charter Capital Confirmation Documents

Bank confirmation of contributions and valuation acts for non-cash contributions. An LLP's minimum charter capital is 100 MCI (KZT 432,500 in 2026), or zero for a small business, with separate figures for microfinance and payment organisations (Art. 23(2)). Capital is not checked at registration, and contributions must be paid within the period set by the general meeting, at most one year from registration (Arts. 24, 25). A business immigrant must pay in at least the minimum within two months of entry (Law on Migration of the Population, Art. 40).

Corporate Amendments & Restated Articles

Amendments to registered Articles following changes to share structure, legal address, company name, or scope of activity. Resolutions approving amendments. Re-registration through the State Corporation where the law requires it.

Company name & legal address

Full name in Kazakh and Russian. Location and address in Kazakhstan. Use a real premises address supported by a lease or title document, not a P.O. box.

Charter capital & participant shares

The size of the charter capital and the share of each participant expressed as a percentage or fraction. Rights and obligations of participants in proportion to their shares.

Management body structure

General Meeting as the supreme body, and a sole or collegial executive body (Art. 41). A supervisory board or audit commission is optional and exists only if the charter provides for it (Arts. 41(3), 57).

General Meeting procedures

Quorum requirements, voting thresholds for ordinary and extraordinary resolutions, notice periods, and procedures for convening extraordinary meetings.

Language & notarisation

Filing documents are prepared in Kazakh and Russian. Signatures of foreign founders are notarised and apostilled or legalised where required. A multilingual document should state which language version prevails.

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Articles of Association and Shareholders Agreements drafted for LLPs and JSCs in Kazakhstan

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Joint venture founding document packages combining Kazakhstani-law Articles with AIFC-governed Shareholders Agreements

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Branch and representative office Regulations drafted for foreign companies entering Kazakhstan

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Specialisations held by Bond Stone's AIFC Registered Legal Advisers — including Corporate & M&A, Banking & Finance, and Regulatory & Compliance