Share Acquisitions

Acquisition of participatory interests in Kazakhstani LLCs and shares in JSCs — SPA drafting and negotiation, pre-emption right compliance, state registration of ownership transfer, regulatory approvals, and post-closing integration. Subsoil sector share acquisitions require prior state approval — Bond Stone manages the full regulatory process.

Asset Acquisitions

Acquisition of business assets, real property, equipment, IP, and subsoil use licences — asset purchase agreement drafting, title verification, licence transfer approvals, and regulatory compliance. Asset deals are used in distressed M&A, subsoil asset transfers, and transactions where the buyer does not wish to assume the seller’s liabilities.

Privatisation

Acquisition of state-owned enterprises through Kazakhstan’s privatisation programme — Samruk-Kazyna portfolio disposals, government tender procedures, post-privatisation investment obligations, and BIT protection analysis. Bond Stone advises foreign investors on eligibility, tender participation, due diligence, and SPA negotiation for privatisation transactions.

Competition Law & Merger Filings

Mandatory pre-transaction notification to the Agency for Protection and Development of Competition (APDC) where deal thresholds are met. EAEU-level Eurasian Economic Commission filings where the transaction involves parties from multiple EAEU member states. Bond Stone advises on filing requirements, threshold analysis, and manages filings from pre-notification through clearance.

AIFC Cross-border Structuring

Inserting an AIFC holding company above Kazakhstani operating assets — enabling English law SPAs, AIFC Court jurisdiction clauses, and internationally familiar deal documentation for cross-border acquirers. Bond Stone’s AIFC RLA status means both layers — AIFC holding and KZ operating — are handled on a single mandate without separate international counsel.

Legal Due Diligence

Pre-acquisition legal due diligence on Kazakhstani target companies — corporate title, regulatory licences, real property, material contracts, litigation, and employment. English-language reports for international acquirers. Bond Stone also prepares vendor due diligence reports for Kazakhstani sellers in competitive sale processes.

Pre-emption rights — mandatory under Kazakhstani company law

Existing shareholders of a Kazakhstani LLC have a statutory right of first refusal on any transfer of participatory interests — Article 22 of the Law on LLCs. This right cannot be fully contracted away. Bond Stone advises on structuring share transfers to comply with pre-emption right requirements while achieving the commercial objectives of the transaction.

Subsoil sector — state pre-emption right

The Kazakhstani state has a pre-emption right on transfers of participatory interests in subsoil use companies — the state must be offered the shares on the same terms as the proposed transferee before the transfer can proceed. This applies even to indirect transfers through an offshore holding company. Bond Stone manages the state pre-emption right notification process on all subsoil M&A mandates.

Competition law — APDC notification thresholds

Transactions involving Kazakhstani entities that exceed specified asset or turnover thresholds require prior notification to and clearance from the APDC. The thresholds are set by reference to the combined assets and turnover of the parties in Kazakhstan. Bond Stone advises on threshold analysis at the outset of every M&A mandate.

AIFC holding structure — English law SPA

Where the acquisition is structured through an AIFC holding company, the SPA and shareholders agreement can be governed by AIFC Contract Regulations (English common law) — providing international acquirers with a familiar legal framework and AIFC Court jurisdiction for dispute resolution. Bond Stone’s AIFC RLA status enables it to advise on both the AIFC holding layer and the Kazakhstani operating layer on a single mandate.

Mining Sector Acquisition — Chinese Investor

M&A · Kazakhstan · Mining · China

Legal due diligence and transaction advisory for a Chinese investor acquiring a participation interest in a Kazakhstani subsoil use company — state pre-emption right notification, APDC threshold analysis, and SPA negotiation.

AIFC Holding — Group Restructuring

M&A · AIFC · Kazakhstan · Cross-border

Advising an international group on inserting an AIFC holding company above its Kazakhstani operating subsidiaries — AIFC entity formation, English law shareholders agreement, and reorganisation of ownership structure.

Real Estate Portfolio Acquisition

M&A · Kazakhstan · Real Estate

Due diligence and transaction support for acquisition of a commercial real estate portfolio in Almaty — title review, encumbrance search, lease assignment analysis, and SPA negotiation under Kazakhstani law.

Pharmaceutical Company Acquisition

M&A · Kazakhstan · Pharmaceuticals

Full M&A mandate for acquisition of a Kazakhstani pharmaceutical company — legal due diligence, regulatory licence review, APDC notification, SPA drafting, and post-closing state registration of ownership change.

Distressed Asset Sale — Manufacturing

M&A · Kazakhstan · Manufacturing

Advising a seller on a distressed asset sale of a Kazakhstani manufacturing facility — asset purchase agreement, title transfer documentation, equipment inventory, and creditor notification procedure.

Norwegian Company — Director Changes & Restructuring

M&A · Kazakhstan · Norway

Full lifecycle restructuring mandate for a Norwegian company’s two Kazakhstani subsidiaries — director changes, constitutional document restatement, state registration, and bank mandate updates.

Pre-emption Right Navigation — Share Transfer

M&A · Kazakhstan · Corporate

Advising a foreign acquirer on navigating mandatory pre-emption rights in the acquisition of a Kazakhstani LLC — structuring the transfer to comply with statutory pre-emption requirements while achieving the buyer’s commercial objectives within the required timeline.

APDC Merger Notification — Chinese Buyer

Competition · Kazakhstan · China

Managing APDC pre-transaction notification for a Chinese buyer acquiring a majority interest in a Kazakhstani company — threshold analysis, notification filing, and clearance obtained within the statutory review period.

Energy Sector JV — M&A Structuring

M&A · Kazakhstan · Energy

Advising on M&A structuring for an energy sector joint venture — insertion of AIFC holding entity, English law shareholders agreement, AIFC Court dispute resolution clause, and coordination of KZ operating entity restructuring.

Automotive Complex — Share Sale

M&A · Kazakhstan · Real Estate

Sale advisory for an Almaty automotive complex — share sale teaser prepared, valuation anchored on permitting scarcity thesis, buyer outreach coordinated, and SPA preparation underway.

Gold Mining Acquisition — Chinese Buyer

M&A · Kazakhstan · Mining · China

Preliminary assessment and engagement for a Chinese Hainan company acquiring a 70% stake in a Kazakhstani gold mining company — subsoil licence review, state pre-emption right analysis, and acquisition structuring advice.

Due Diligence — Chinese Subsoil DD

M&A DD · Kazakhstan · Mining · China

Legal due diligence on a Kazakhstani LLC Besagash NedroStroyServiseSKZ for a Chinese investor — corporate title, subsoil licence review, regulatory compliance, and acquisition structuring advice. Mandate introduced through Jingtian & Gongcheng.