JURISDICTION GUIDE · 2026 EDITION
Kazakhstan Legal Guide
Foreign Investor Edition — 2026
Kazakhstan is the largest economy in Central Asia — GDP USD 260B+, population 20 million, 100% foreign ownership permitted in most sectors, EAEU member, AIFC English common law jurisdiction in Astana. It is also a jurisdiction where the gap between what the law says and what happens in practice is wide enough to end investments that looked sound on paper.
This guide is written for foreign investors, GCs, and CFOs making real decisions about Kazakhstan — not for readers who want a balanced academic overview. It tells you what matters, what changed in 2026, and what has gone wrong for investors who did not take it seriously.
The five decisions every Kazakhstan investor faces
1. Civil law or AIFC?
Kazakhstan operates a civil law system descended from Soviet law. The AIFC operates on English common law. The choice of legal framework — and therefore vehicle — determines your dispute resolution options, governance standards, and tax exposure. Most international investors benefit from at least an AIFC holding layer.
2. LLP, JSC, or AIFC company?
The LLP (ТОО) is the standard foreign investment vehicle — flexible, no minimum capital for most sectors, 100% foreign ownership. The JSC (АО) is required for regulated financial services and public companies. An AIFC private company combines English company law with Kazakhstan market access. Structure determines everything downstream.
3. Strategic sector or ordinary commercial?
Kazakhstan permits 100% foreign ownership in ordinary commercial sectors. The moment your investment touches natural resources, strategic infrastructure, aviation, media, border territories, or financial services, a different regulatory regime applies — with state pre-emption rights, local content obligations, and government approval requirements. Know which regime you are in before you sign.
4. Which investment contract?
As of 1 January 2026, Kazakhstan abolished the Priority Investment Project and Special Investment Project mechanisms and introduced new contractual forms under the Entrepreneurial Code. The new system offers tax incentives, customs exemptions, and legislative stability for qualifying projects. Understanding the threshold and obligation structure is essential before committing capital.
5. How will you resolve disputes?
Kazakhstan courts have improved but remain an uncertain environment for foreign investors in high-value commercial disputes. The AIFC Court — staffed by former UK Supreme Court and Court of Appeal judges — provides a reliable English common law forum with judgments enforceable across Kazakhstan. The IAC provides institutional arbitration. US investors have investor-state arbitration protection under the Kazakhstan-US BIT (1994). Choosing your dispute resolution mechanism at the contract stage is not optional.
What changed in 2026
New investment incentive framework — 1 January 2026
The Priority Investment Project (IPP) and Special Investment Project (SIP) mechanisms were abolished and replaced with new contractual forms under the Entrepreneurial Code. The new system introduces simplified investment contracts, a green corridor fast-track for qualifying projects, regional and national investment pools, and a legislative stability guarantee for investments exceeding approximately USD 500 million. The evaluation of investment incentive effectiveness becomes mandatory from 1 July 2026. Investors who structured around the old IPP/SIP framework need to review their positions.
New Tax Code — 2026 Parliament review
Kazakhstan is enacting a new Tax Code in 2026. The draft currently before Parliament contains provisions that have raised concerns among foreign investors — abolition of VAT exemptions on pharmaceutical goods, broad interpretation of “royalties” that could affect IP and technology transfer arrangements, and elimination of penalties for delayed VAT refunds. The new Code may also affect AIFC tax residency structuring. Bond Stone is tracking the parliamentary process and advising clients on transition planning.
Sanctions exposure — elevated in 2025–2026
Multiple Kazakhstani entities have been listed on US OFAC sanctions lists since 2022 under Executive Order 14024 (April 2021) for alleged Russia-related sanctions evasion. The EU 19th package (October 2025) specifically targeted VTB Bank Kazakhstan. Kazakhstan has been explicitly identified by OFAC, the EU, and the UK as a jurisdiction of concern for secondary sanctions risk. Any foreign investor with US, EU, or UK exposure must conduct sanctions due diligence on Kazakhstan counterparties as a non-negotiable component of investment structuring.
Agency for Atomic Energy — 2025
A dedicated Agency for Atomic Energy was established in 2025, consolidating oversight of uranium exploration and mining under direct presidential control. This significantly tightens the regulatory framework for uranium sector investors and reinforces state control over Kazatomprom’s dominance. Investors in the uranium and rare earth sectors need to reassess their regulatory position under the new Agency.
National Privatisation Programme — 461 SOEs
A newly established National Privatisation Office has identified 461 public entities for inclusion in the government’s comprehensive privatisation programme. This represents a significant pipeline of M&A opportunities across manufacturing, energy, services, and infrastructure. Foreign investors may participate equally with domestic entities in privatisation tenders.
The legal landscape — what you need to know
Legal system
Civil law system — Soviet/Continental tradition. The AIFC operates as a separate English common law jurisdiction within Kazakhstan with its own court and corporate law framework.
Foreign ownership
100% foreign ownership permitted in most sectors. Restrictions apply in subsoil use, media, banking, agricultural land, and strategic infrastructure. On-the-ground presence required for meaningful operations since 2026.
Tax environment
CIT 20%, VAT 16%, WHT on dividends 15% (5% for qualifying holdings). 55+ DTTs. AIFC participants tax-exempt to 2066. New Tax Code before Parliament — changes expected 2026.
Dispute resolution
Kazakhstan courts, AIFC Court (English common law, former UK Supreme Court judges — strongly preferred), IAC arbitration, and investor-state arbitration under 40+ BITs including US, UK, China, and Korea.
Currency & repatriation
Tenge (KZT) freely convertible. No restrictions on profit or capital repatriation in most sectors. Currency transactions above threshold require NBK registration. AIFC participants have full capital mobility.
Key risks
Regulatory enforcement inconsistency — penalties applied retroactively. Corruption risk in certain sectors. Secondary sanctions exposure elevated since 2022. Local content obligations in subsoil and construction. New Tax Code uncertainty.
Kazakhstan by sector — where the opportunities are
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Energy & Natural Resources Oil · Gas · Mining · Renewables World’s largest uranium producer. Top-15 oil reserves. USD 5.5B gas facility launched 2024. Green hydrogen and rare earth pipeline. State pre-emption rights apply. Local content mandatory. Subsoil Use Code 2018 governs. |
FinTech & Digital Assets AIFC · AFSA · Payments · Crypto AIFC is Central Asia’s leading fintech hub. AFSA licenses digital asset exchanges, payment operators, and investment managers. 4,954 registered AIFC participants. Tax exempt to 2066. English common law. AIFC Court jurisdiction. |
Manufacturing & Industrial EAEU · SEZs · Import substitution EAEU membership gives access to 183M-consumer market. 14 SEZs with tax and customs incentives. Import substitution policy creates competitive advantage for local production. 461 SOEs in privatisation pipeline. |
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Pharmaceuticals & Healthcare Import · Manufacturing · Distribution Growing import market. EAEU Common Pharmaceutical Market enables multi-country registration. GMP compliance required. New Tax Code may abolish VAT exemptions on pharma — monitor closely. Ministry of Healthcare licensing applies. |
Real Estate & Construction Commercial · Residential · Infrastructure Foreign companies cannot own agricultural land. Commercial real estate ownership permitted. Construction licensing mandatory — Category I, II, III. Foreign contractors can operate via branch, subsidiary, or mutual recognition agreement. |
Logistics & Transport Trans-Caspian · China-Europe · Rail Kazakhstan is the world’s largest landlocked country — a strategic transit hub between China, Europe, and Russia. Trans-Caspian International Transport Route increasingly active post-2022. Logistics and warehousing a priority sector under the 2029 investment concept. |
The AIFC — why it matters for your investment
Most international investors in Kazakhstan should have an AIFC layer in their structure.
The AIFC is not just for fintech. It is an English common law jurisdiction operating within Kazakhstan — with its own companies registry, court system (staffed by former UK Supreme Court judges), arbitration centre, and tax regime. An AIFC holding company or SPV gives you: English law contracts; AIFC Court dispute resolution; 50-year tax exemption (to 2066); full capital mobility; and a familiar corporate governance framework.
Bond Stone holds AIFC Registered Legal Adviser status — one of the few Kazakhstan-based practitioners to hold this credential — enabling advice on AIFC law and English common law and appearances before the AIFC Court on a single mandate alongside Kazakhstan civil law.
Bond Stone in Kazakhstan
18+ years. Two offices. Every practice area.
✦ Almaty and Astana — partner-level coverage across Kazakhstan
✦ AIFC Registered Legal Adviser — Kazakhstan civil law and AIFC English common law on a single mandate
✦ Ranked Legal 500 EMEA Top Tier and IFLR1000 Market Leader — Kazakhstan
✦ Track record: Chevron, CEFC China Energy, KazMunayGaz, Moinak HPP (USD 360M), Savola Foods, Hetero Labs, Macleods Pharmaceuticals
✦ Full sanctions, export controls, and AML/CFT compliance advisory — critical for any investor with US, EU, or UK exposure
Legal services in Kazakhstan
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M&A — Kazakhstan
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Foreign Investment
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AIFC & Digital Assets
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Dispute Resolution
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Tax Advisory
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Sanctions & Compliance
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Corporate & Commercial
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Regulatory Licensing
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Data Protection
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Discuss your Kazakhstan investment
Contact Bond Stone for a confidential discussion about your Kazakhstan investment, acquisition, or regulatory matter. We respond within one business day.
📧 info@bondstonelaw.com
📞 +7 (701) 729 76 72 — Almaty
📞 +7 702 808 11 58 — Astana
Request a Confidential Consultation
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