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 LLC (TOO) 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 TOO/AO 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.

Entity types

The principal entity types in Kazakhstan are the Limited Liability Partnership (LLC — TOO), the Joint-Stock Company (JSC — AO), and within the AIFC, the AIFC Company and AIFC LLP. The TOO 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. Kazakhstan’s Law on Investments No. 373-II provides guarantees against expropriation without compensation, unrestricted profit repatriation, and national treatment. Kazakhstan has concluded bilateral investment treaties with 50+ states 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 benefit from 0% CIT until 2066, full capital mobility, and access to the AIFC Court. Bond Stone is an AIFC Registered Legal Adviser and advises on optimal structuring across the Kazakhstani and AIFC frameworks.

Competition law

M&A transactions in Kazakhstan that meet the relevant thresholds require prior notification to 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.

Mining JV — Corporate Structuring

JV · Kazakhstan · Mining

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 — Real Estate Portfolio Acquisition

M&A · Kazakhstan · Real Estate

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 Holding Structure — International Group

AIFC · Corporate · Cross-border

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.

Director Changes — Norwegian Company

Corporate · Kazakhstan · Norway

Managing director changes for two Kazakhstani subsidiaries of a Norwegian transport company — full lifecycle including resolution, state registration, and updated constitutional documents.

Chinese Investor DD — Subsoil Asset

M&A · Kazakhstan · China

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 Contract — Energy Sector

Commercial · Kazakhstan · Energy

Drafting and negotiating a long-term services agreement between an international energy services company and a Kazakhstani operator — Kazakhstani law, AIFC Court jurisdiction clause, and force majeure provisions.

Energy Sector — Long-term Services Agreement

Commercial · Kazakhstan · Energy

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.

Agricultural JV — Land Use Contribution

JV · Kazakhstan · Agriculture

Structuring a joint venture for an agribusiness investment — contribution of agricultural land use rights by local partner and capital by foreign investor. Mandatory pre-emption right analysis and long-term lease coordination.

AIFC Holding — Group Reorganisation

Restructuring · AIFC · Cross-border

Advising an international group on inserting an AIFC holding company above its Kazakhstani operating subsidiaries — AIFC entity formation, shareholders agreement under AIFC Contract Regulations, and dividend repatriation structure.

Financial Institution — Pre-lending DD

Lending DD · Kazakhstan · Banking

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.

Infrastructure Asset — Investment DD

DD · Kazakhstan · Infrastructure

Due diligence on a Kazakhstani infrastructure concession for an international infrastructure fund — concession agreement review, regulatory approvals, environmental compliance, and change of control provisions.

Technology Licence Agreement

Commercial · Kazakhstan · Technology

Drafting a technology licence agreement for a foreign licensor — royalty structure, sublicensing restrictions, IP ownership protections, and mandatory registration with the Kazakhstani IP authority.