JURISDICTION GUIDE · 2026 EDITION
Kazakhstan Legal Guide
Foreign Investor Edition — 2026
Kazakhstan is the largest economy in Central Asia — GDP about USD 340B in 2025, population about 20.5 million (Bureau of National Statistics, 2026), 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. Many international investors benefit from an AIFC holding layer.
2. LLP, JSC, or AIFC company?
The LLP is the standard foreign investment vehicle — flexible, with a low minimum capital (100 MCI, or zero for a small business) and 100% foreign ownership in most sectors. The JSC is required for regulated financial services and public companies. An AIFC private company combines English company law with Kazakhstan market access.
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?
New Investment Priority Project contracts ended on 1 January 2026, and Special Investment Projects moved to the Law on Industrial Policy. New projects use an investment agreement, an investment commitment agreement or a simplified investment contract under the Entrepreneurial Code. Depending on the contract, these offer tax preferences, state in-kind grants, customs exemptions or tax 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
New Investment Priority Project (IPP) contracts ended on 1 January 2026, and Special Investment Projects (SIP) moved to the Law on Industrial Policy. The Entrepreneurial Code now provides the investment agreement, the investment commitment agreement, which gives a 10-year guarantee of tax stability for investment of at least 75 million monthly calculation indices over eight years, and the simplified investment contract. Existing IPP contracts keep their tax preferences until they expire (Tax Code, Article 837). The evaluation of investment incentive effectiveness has been mandatory since 1 July 2026. Investors who structured around the old IPP framework need to review their positions.
New Tax Code — in force since 1 January 2026
Tax Code No. 214-VIII dated 18 July 2025 entered into force on 1 January 2026, replacing Tax Code No. 120-VI. It raised VAT to 16% and bars AIFC participants from investment preferences. Existing investment contracts are protected by its transitional articles (Articles 837–839). Bond Stone advises clients on the impact on existing structures and 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. US, EU and UK actions have named Kazakhstan-based entities, so trade through Kazakhstan attracts close scrutiny. Any foreign investor with US, EU, or UK exposure must conduct sanctions due diligence on Kazakhstan counterparties as part of investment structuring.
Agency for Atomic Energy — 2025
An Agency for Atomic Energy was established in 2025 and is now the competent authority for uranium subsoil matters, including transfer permits. Uranium sector investors should check which of their filings and contract relationships have moved to it.
National Privatisation Programme — 461 SOEs
A newly established National Privatisation Office has identified 461 public entities for inclusion in the government's privatisation programme, a large 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.
AIFC legal framework →Foreign ownership
100% foreign ownership permitted in most sectors. Restrictions apply in subsoil use, media, banking, agricultural land, and strategic infrastructure.
Foreign investment advisory →Tax environment
CIT 20%, VAT 16%, WHT on dividends 15% (5% for qualifying holdings). 55 double tax treaties in force on the State Revenue Committee's list of 28 April 2023. AIFC participants exempt from CIT to 2066 on qualifying services only. New Tax Code in force since 1 January 2026.
Tax advisory — Kazakhstan →Dispute resolution
Kazakhstan courts, AIFC Court (English common law, former UK Supreme Court judges — strongly preferred), IAC arbitration, and investor-state arbitration under applicable BITs, including those with the US, UK, China, and Korea.
Dispute resolution advisory →Currency & repatriation
Tenge (KZT) freely convertible. No restrictions on profit or capital repatriation in most sectors. Capital movement contracts above USD 500,000 need an account number from the NBK (Law No. 167-VI, Art. 14). Currency contract registration and notification do not apply to currency operations by AIFC participants in the AIFC.
Profit repatriation — full guide →Key risks
Inconsistent regulatory enforcement. Corruption risk in certain sectors. Secondary sanctions exposure elevated since 2022. Local content obligations in subsoil and construction. New Tax Code uncertainty.
Sanctions & compliance advisory →Kazakhstan by sector — where the opportunities are
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Energy & Natural Resources Oil · Gas · Mining · Renewables World's largest uranium producer (about 39% of mined uranium in 2024). State priority right applies on strategic plots. In-country value obligations apply to subsoil users (Subsoil Code, Art. 28). Subsoil Code 2017 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. CIT exemption to 2066 on qualifying services. English common law. AIFC Court jurisdiction. |
Manufacturing & Industrial EAEU · SEZs · Import substitution EAEU membership gives access to 186M-consumer market. 18 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. Check VAT treatment under the new Tax Code. Ministry of Healthcare licensing applies. |
Real Estate & Construction Commercial · Residential · Infrastructure Foreign companies, and Kazakhstani entities with foreign participation, cannot hold agricultural land. Foreign companies may own building land and commercial real estate. Construction licensing mandatory — Category I, II, III. Foreign contractors can hold a licence directly or through a subsidiary; a branch cannot be the licensee. |
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
Many international investors in Kazakhstan benefit from 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; exemption to 2066 from income tax on dividends from, and gains on, its shares; no currency contract registration for currency operations in the AIFC; and a familiar corporate governance framework.
Bond Stone's partners hold AIFC Registered Legal Adviser status, 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.
- Almaty and Astana (adjacent to AIFC) — 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 |
Foreign Investment |
AIFC & Digital Assets |
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Dispute Resolution |
Tax Advisory |
Sanctions & Compliance |
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Corporate & Commercial |
Regulatory Licensing |
Data Protection |
Discuss your Kazakhstan investment
Contact Bond Stone for a confidential discussion about your Kazakhstan investment, acquisition, or regulatory matter. We aim to respond within one business day.
[email protected]
+7 (701) 729 76 72 — Almaty
+7 702 808 11 58 — Astana
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