PRACTICE AREA · KAZAKHSTAN
Corporate & Commercial Law in Kazakhstan
Bond Stone advises international investors, multinational corporations, and financial institutions on corporate and commercial law in Kazakhstan — from initial market entry structuring through joint ventures, M&A, shareholders agreements, commercial contracts, corporate governance, and AIFC-related structuring. Ranked Legal 500 EMEA and IFLR1000.
Kazakhstan is the largest economy in Central Asia and a leading destination for foreign direct investment in the region. The country's corporate legal framework is a mature civil law system based on the Continental European model — with a well-developed company law, investment protection framework, and bilateral investment treaty network. Within the AIFC, an independent English common law corporate framework operates in parallel, providing international investors with a familiar legal environment for holding structures and regulated financial services.
Primary authority: Civil Code of the Republic of Kazakhstan No. 268-XIII dated 27 December 1994; Law "On Limited and Additional Liability Partnerships" No. 220-I dated 22 April 1998 (as amended); Law "On Joint-Stock Companies" No. 415-II dated 13 May 2003 (as amended); Entrepreneurial Code No. 375-V dated 29 October 2015 (Chapter 25). Authority: adilet.zan.kz
Corporate & Commercial Services
Joint Ventures
Structuring, negotiating, and documenting joint ventures between foreign investors and Kazakhstani partners — JV agreements, shareholders agreements, contribution obligations, governance mechanisms, deadlock resolution, and exit provisions. Bond Stone advises on both LLP and JSC structures for joint ventures, including AIFC-seated holding structures for international JV arrangements.
Mergers & Acquisitions
Share and asset acquisitions in Kazakhstan — buy-side and sell-side mandates. Bond Stone advises on transaction structuring, legal due diligence, sale and purchase agreements, representations and warranties, regulatory approvals, and post-closing integration. Experience across energy, mining, real estate, financial services, and technology sectors.
Shareholders Agreements
Drafting and negotiating shareholders agreements for Kazakhstani and AIFC entities — voting arrangements, reserved matters, drag-along and tag-along rights, pre-emption rights, anti-dilution provisions, and exit mechanisms. Bond Stone advises on governing law selection — Kazakhstani civil law or AIFC Contract Regulations — and forum for dispute resolution.
Commercial Contracts
Drafting, reviewing, and negotiating commercial contracts — supply agreements, distribution agreements, agency and representation agreements, service agreements, licensing agreements, and framework contracts. Bond Stone advises on force majeure, penalty clauses, currency provisions, and dispute resolution clauses under both Kazakhstani civil law and AIFC Contract Regulations.
Corporate Governance
Advising on corporate governance for foreign-invested Kazakhstani entities — board composition and duties, conflicts of interest, related party transactions, and compliance with mandatory company law requirements. Bond Stone advises multinational companies on aligning their Kazakhstani subsidiaries' governance with group standards while complying with local law.
Legal Due Diligence
Legal due diligence on Kazakhstani and AIFC-registered target companies — corporate title, subsoil licences, regulatory approvals, employment obligations, litigation exposure, and material contracts. Bond Stone produces due diligence reports in English for international investors, financial institutions, and lenders.
AIFC Corporate Structuring
Advising on the use of AIFC Company and LLP structures for international holding arrangements, investment vehicles, and regulated financial services. Bond Stone advises on whether an AIFC structure or a Kazakhstani LLP/JSC is the optimal vehicle — and on combining both in a dual-layer structure where the holding entity is AIFC-incorporated and the operating subsidiary is registered under Kazakhstani law.
Corporate Restructuring
Restructuring of Kazakhstani corporate entities — mergers, demergers, conversion between entity types, change of control, and reorganisation of international groups with Kazakhstani operations. Bond Stone advises on sequencing and structuring to comply with Kazakhstani company law, subsoil licensing requirements, and competition law notification thresholds.
Detailed Guides
Kazakhstan Corporate Law — Key Framework
Entity types
The principal entity types in Kazakhstan are the Limited Liability Partnership (LLP), the Joint-Stock Company (JSC), and within the AIFC, the AIFC Company and AIFC LLP. The LLP is the most widely used vehicle for foreign investors — low minimum share capital, flexible governance, and straightforward registration. The JSC is used for listed companies, regulated financial institutions, and entities with significant state participation.
Foreign ownership & investment protections
100% foreign ownership is permitted in most sectors. Chapter 25 of Kazakhstan's Entrepreneurial Code No. 375-V provides full legal protection of investors' rights, compensation on nationalisation and requisition, and free use of income after tax. Kazakhstan has signed bilateral investment treaties with many states, not all in force, and is a party to the Energy Charter Treaty — providing treaty arbitration access for qualifying investors in the energy sector.
AIFC — English common law parallel framework
Within the AIFC, an independent English common law framework operates — with its own company regulations, contract law, court, and financial regulator. AIFC entities can benefit from a CIT exemption until 2066 on qualifying services, an income tax exemption on dividends from and gains on their shares, no currency contract registration for currency operations in the AIFC, and access to the AIFC Court. Bond Stone's partners are AIFC Registered Legal Advisers and advise on optimal structuring across the Kazakhstani and AIFC frameworks.
Competition law
M&A transactions in Kazakhstan that meet the relevant thresholds require the prior consent of the Agency for Protection and Development of Competition (APDC). Bond Stone advises on competition law filing requirements for Kazakhstani M&A transactions and coordinates multi-jurisdictional filings where the transaction involves other EAEU member states.
Experience
Bond Stone has advised on corporate and commercial mandates in Kazakhstan since 2007 — across energy, mining, real estate, financial services, manufacturing, and technology sectors for Australian, Chinese, Norwegian, Turkish, UAE, and European clients. Client confidentiality is maintained across all matters.
JV · Kazakhstan · Mining
Mining JV — Corporate Structuring
Structuring a joint venture between an international mining company and a Kazakhstani subsoil licence holder — JV agreement, shareholders agreement, and subsoil use transfer provisions.
M&A · Kazakhstan · Real Estate
M&A — Real Estate Portfolio Acquisition
Legal due diligence and sale and purchase agreement for the acquisition of a commercial real estate portfolio in Almaty — title review, regulatory compliance, and lease assignment provisions.
AIFC · Corporate · Cross-border
AIFC Holding Structure — International Group
Advising an international group on establishing an AIFC holding company above its Kazakhstani operating subsidiaries — AIFC entity formation, shareholders agreement under AIFC Contract Regulations, and dividend repatriation structure.
Corporate · Kazakhstan · Norway
Director Changes — Norwegian Company
Managing director changes for two Kazakhstani subsidiaries of a Norwegian transport company — full lifecycle including resolution, state registration, and updated constitutional documents.
M&A · Kazakhstan · China
Chinese Investor DD — Subsoil Asset
Legal due diligence for a Chinese investor on a Kazakhstani subsoil use company — corporate title, subsoil licence terms, environmental compliance, and acquisition structuring advice.
Commercial · Kazakhstan · Energy
Energy Sector — Long-term Services Agreement
Drafting and negotiating a long-term services agreement between an international energy services company and a Kazakhstani operator — force majeure, liability cap, AIFC Court jurisdiction clause, and currency provisions.
Lending DD · Kazakhstan · Banking
Financial Institution — Pre-lending DD
Pre-lending legal due diligence for an international financial institution on a Kazakhstani borrower — corporate authority, security package, regulatory compliance, and restrictions on profit repatriation.
DD · Kazakhstan · Infrastructure
Infrastructure Asset — Investment DD
Due diligence on a Kazakhstani infrastructure concession for an international infrastructure fund — concession agreement review, regulatory approvals, environmental compliance, and change of control provisions.
Commercial · Kazakhstan · Technology
Technology Licence Agreement
Drafting a technology licence agreement for a foreign licensor — royalty structure, sublicensing restrictions, IP ownership protections, and mandatory registration with the Kazakhstani IP authority.
Why Bond Stone
- 18+ years in Kazakhstan — active corporate and commercial practice since 2007 across all major sectors
- AIFC Registered Legal Adviser — dual Kazakhstani and AIFC corporate structuring capability on one mandate
- Chinese investor expertise — dedicated China-facing practice with Mandarin-capable advisory
- Ranked Legal 500 EMEA and IFLR1000 — recognised for corporate and M&A in Kazakhstan
- Almaty and Astana offices — direct access to state registration bodies, courts, and regulatory authorities
Primary authority: adilet.zan.kz · AIFC: aifc.kz
Related Industry Practices
Corporate and commercial law applies in every industry sector in Kazakhstan. See the sector guides.
Mining & Metals → FinTech & Digital Assets → Real Estate & Construction → Pharmaceuticals & Healthcare →
Frequently Asked Questions — Corporate & Commercial Law in Kazakhstan
What is the difference between a Kazakhstani LLP and a JSC?
A Kazakhstani LLP is the most widely used foreign investment vehicle — low minimum share capital, flexible governance, no mandatory board, and straightforward state registration with the Ministry of Justice. A JSC is used for listed companies, regulated financial institutions (banks, insurers, brokers), and entities with state participation — requiring a more complex governance structure, including a board of directors of at least three members, at least 30% of them independent, board committees, and annual audit. The LLP is the standard vehicle for foreign market entry; the JSC is selected where regulatory requirements mandate it or where capital market access is intended.
Can parties to a commercial contract in Kazakhstan choose AIFC law as the governing law?
Yes. Parties may choose the Acting Law of the AIFC (AIFC Contract Regulations — based on English common law) as the governing law of their commercial contract. Disputes can be transferred to the AIFC Court by agreement even where neither party is an AIFC participant (Constitutional Statute No. 438-V, Art. 13(4)), and its judgments are enforced in Kazakhstan in the same manner as Kazakhstan court judgments. Mandatory Kazakhstani rules can still apply to the underlying matter, so the clause needs care. Bond Stone advises on governing law selection and AIFC Court jurisdiction clause drafting for cross-border commercial contracts.
How are pre-emption rights structured in a Kazakhstani shareholders agreement?
In a Kazakhstani LLP, shareholders agreements operate alongside the statutory pre-emption right under Article 31 of the Law on Limited and Additional Liability Partnerships No. 220-I, which sets the notice steps and allows exceptions only by legislative act. The founding documents or an agreement may vary how the interest is shared among participants who buy, and the founding documents may restrict sales to third parties (Art. 32). Agreements commonly add deadlock, drag-along and tag-along provisions. For AIFC-incorporated entities, pre-emption provisions are governed by AIFC Companies Regulations and the shareholders agreement under AIFC Contract Regulations — giving greater flexibility. Bond Stone advises on pre-emption right structuring for both Kazakhstani and AIFC entities, tailoring provisions to the investor's commercial objectives.
What are the key corporate governance obligations for foreign-invested Kazakhstani entities?
Foreign-invested Kazakhstani LLPs must comply with the Law on Limited and Additional Liability Partnerships No. 220-I — requiring: a general meeting of participants as the supreme body; an executive body (director or management board); and, if the charter provides, a supervisory board (Art. 57). A transaction disposing of assets worth 51% or more of book value needs general meeting approval (Art. 43(2)(13)). Annual financial statements must be prepared and approved. Bond Stone advises multinational companies on aligning their Kazakhstani subsidiaries' governance with group standards while complying with mandatory local law requirements — including constitutional document restatements and state registration of changes.
How is a joint venture between a foreign investor and a Kazakhstani partner typically structured?
JVs are typically structured as a Kazakhstani LLP with participatory interests divided between the parties according to the commercial agreement. The LLP charter sets out governance and voting arrangements. A separate JV or shareholders agreement governs: contribution obligations (cash, land use rights, licences, equipment); pre-emption rights and transfer restrictions; deadlock resolution; drag-along, tag-along, and exit provisions. Where an AIFC holding company is inserted above the operating LLP, the shareholders agreement can be governed by AIFC Contract Regulations (English common law). Bond Stone advises on both layers on a single mandate.
Discuss your Kazakhstan corporate matter
Contact Bond Stone for a confidential discussion about corporate structuring, joint ventures, M&A, or commercial contracts in Kazakhstan.
[email protected]
+7 (701) 729 76 72 — Almaty
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