KAZAKHSTAN · CORPORATE
Drafting Founding Documents in Kazakhstan
Bond Stone drafts, reviews, and notarises the full suite of founding documents for companies registered in Kazakhstan — Articles of Association, Shareholders Agreements, Branch Regulations, Director Appointment Orders, and corporate resolutions.
Poorly drafted founding documents are among the most common sources of shareholder disputes and regulatory complications in Kazakhstan. Our teams in Almaty and Astana prepare bilingual (Kazakh/Russian/English) packages that satisfy Ministry of Justice registration requirements while protecting each investor’s commercial position under Kazakhstani civil law and, where applicable, AIFC English common law principles.
Governed by: Law of the Republic of Kazakhstan 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.”
Documents We Draft
Articles of Association (Устав)
The primary constitutional document of a TOO or AO. Must specify the company name in Kazakh and Russian, legal address, charter capital composition, management body structure, and General Meeting procedures. Filed with the Ministry of Justice and registered within 1 business day via egov.kz.
Shareholders Agreement (Договор между участниками)
Governs the relationship between participants in a TOO. 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 (Положение)
Constitutional document of a branch or representative office. Required for accreditation with the Ministry of Justice. Sets out the scope of permitted activities, management structure, and the relationship to the parent entity. Prepared in Kazakh and Russian in three copies.
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 head of a branch may be a foreign national — no work permit is required for this role under Kazakhstani law.
Charter Capital Confirmation Documents
Bank confirmation of charter capital contribution. Valuation acts for non-cash contributions. Required at registration and on subsequent capital increases. For TOOs in non-regulated sectors, the minimum charter capital is KZT 100 — equivalent to approximately USD 0.20.
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 with the Ministry of Justice. Standard amendment re-registration: 1 business day via egov.kz.
Mandatory Content — Articles of Association
Under Article 23 of the Law on Limited and Additional Liability Partnerships (No. 220-I, as amended 2024), the Articles of a TOO must include:
Company name & legal address
Full name in Kazakh and Russian. Legal address in Kazakhstan — must be a physical premises address confirmed by lease agreement or ownership document. P.O. boxes are not accepted.
Charter capital & participant shares
The size of the charter fund 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. Executive body (sole Director or Board of Directors). Supervisory Board — mandatory for TOOs with more than 100 participants or charter capital exceeding 50,000 MCI.
General Meeting procedures
Quorum requirements, voting thresholds for ordinary and extraordinary resolutions, notice periods, and procedures for convening extraordinary meetings.
Language & notarisation
All documents filed with the Ministry of Justice must be in Kazakh and Russian. Signatures of foreign founders must be notarised and apostilled. In case of conflict between language versions before Kazakhstani courts, the Russian-language version prevails.
AIFC Layer — International Investor Protection
Where a client operates or intends to operate under AIFC law, Bond Stone aligns the Kazakhstani-law Articles with an AIFC-governed Shareholders Agreement — giving the investor the benefit of both the local registration framework and English common law dispute resolution, enforced by the AIFC Court.
This dual-layer structure is particularly valuable for joint ventures with Kazakhstani partners, where the TOO is the operating vehicle but international-standard governance and exit protections are required by the foreign investor.
Why Bond Stone
✦ AIFC Registered Legal Adviser No. 250 — authorised to advise on both Kazakhstani civil law and AIFC English common law
✦ Ranked by Legal 500 EMEA and IFLR1000 for Corporate & M&A in Kazakhstan
✦ Bilingual document packages in Kazakh, Russian, and English — all on one mandate
✦ On-the-ground teams in Almaty and Astana — direct Ministry of Justice liaison
Primary legal authority: adilet.zan.kz
Bond Stone Kazakhstan offices: Almaty · Astana
Selected Experience — Founding Documents
Bond Stone has drafted founding documents for companies across Kazakhstan since 2007, spanning energy, mining, pharmaceuticals, financial services, manufacturing, and technology. Our engagements range from single-participant TOO formations to multi-party joint venture structures with bespoke Shareholders Agreements governed by AIFC English common law.
60+
Articles of Association and Shareholders Agreements drafted for TOOs and AOs in Kazakhstan
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Joint venture founding document packages combining Kazakhstani-law Articles with AIFC-governed Shareholders Agreements
10+
Branch and representative office Regulations drafted for foreign companies entering Kazakhstan
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Specialisations held by Bond Stone’s AIFC Registered Legal Adviser — including Corporate & M&A, Banking & Finance, and Regulatory & Compliance
Discuss your founding documents
Contact Bond Stone for a confidential discussion about your entity structure and document requirements in Kazakhstan.
📧 info@bondstonelaw.com
📞 +7 (701) 729 7672
Request a Confidential Consultation
Company Formation in Kazakhstan →