PRACTICE AREA · KAZAKHSTAN
Mergers & Acquisitions in Kazakhstan
Bond Stone advises international investors, private equity funds, and corporates on mergers and acquisitions in Kazakhstan — share and asset acquisitions, privatisation of state-owned enterprises, competition law filings with the APDC, and cross-border M&A structuring through the AIFC. Ranked Legal 500 EMEA and IFLR1000.
Kazakhstan's M&A market has developed significantly over the past decade — driven by Chinese investment into mining and energy, privatisation of Samruk-Kazyna portfolio companies, and growing inbound investment from Gulf, Australian, and European corporates. The AIFC has added a new dimension — enabling international M&A structures governed by English common law above Kazakhstani operating assets, improving deal certainty for foreign acquirers.
Bond Stone's M&A practice spans the full transaction lifecycle — pre-deal structuring, legal due diligence, transaction documentation, regulatory approvals, competition filings, and post-closing integration. Our AIFC Registered Legal Adviser status means we can advise on both the Kazakhstani law elements and the AIFC/English law holding structure on a single mandate — without requiring separate international counsel for the holding layer.
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; Law "On Joint-Stock Companies" No. 415-II dated 13 May 2003; Entrepreneurial Code No. 375-V dated 29 October 2015 (competition and merger control). Authority: adilet.zan.kz
M&A Services
Share Acquisitions
Acquisition of participatory interests in Kazakhstani LLPs 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 generally require a prior permit from the competent authority — Bond Stone manages the full regulatory process.
Asset Acquisitions
Acquisition of business assets, real property, equipment, IP, and subsoil use rights — 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
Prior consent of the Agency for Protection and Development of Competition (APDC) where deal thresholds are met. Separate national filings where the transaction reaches other EAEU member states, as the Eurasian Economic Commission does not review mergers. Bond Stone advises on filing requirements, threshold analysis, and manages filings from pre-filing 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. The AIFC RLA status of Bond Stone's partners means both layers — AIFC holding and Kazakhstani 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.
Detailed Guides
Kazakhstan M&A — Legal Framework
Pre-emption rights — mandatory under Kazakhstani company law
Existing participants of a Kazakhstani LLP have a statutory pre-emptive right when a participatory interest is sold to a third party — Article 31 of the Law on Limited and Additional Liability Partnerships. The founding documents can vary only how the interest is shared among participants who exercise the right, and the right cannot be assigned (Art. 31(1), (9)). Bond Stone advises on structuring share transfers to comply with pre-emption right requirements while meeting the commercial objectives of the transaction.
Subsoil sector — state pre-emption right
A transfer of subsoil use rights, or of interests in a subsoil user or in a company able to determine its decisions, including an offshore holding company, requires a permit from the competent authority unless an exemption applies (Articles 41 and 44 of the Code on Subsoil and Subsoil Use). On strategic subsoil plots the state also has a pre-emption (priority) right under Article 43, decided together with the permit and exercised on price and payment terms no worse than those in the application. Bond Stone manages the permit and state pre-emption right process on all subsoil M&A mandates.
Competition law — APDC notification thresholds
Mergers and acquisitions of more than 50% of voting shares that exceed the statutory threshold require the prior consent of the APDC. The threshold is 10 million monthly calculation indices, measured against the combined book value of assets or last-year sales of the acquirer's group and the target, and these figures are not limited to 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. The AIFC RLA status of Bond Stone's partners enables the firm to advise on both the AIFC holding layer and the Kazakhstani operating layer on a single mandate.
Experience
Bond Stone has advised on M&A transactions in Kazakhstan since 2007 across mining, energy, real estate, manufacturing, pharmaceutical, and financial services sectors — for Chinese, Australian, Norwegian, Turkish, UAE, and European investors. Client confidentiality is maintained across all matters.
M&A · Kazakhstan · Mining · China
Mining Sector Acquisition — Chinese Investor
Legal due diligence and transaction advisory for a Chinese investor acquiring a participatory interest in a Kazakhstani subsoil use company — transfer permit and priority right analysis, APDC threshold analysis, and SPA negotiation.
M&A · AIFC · Kazakhstan · Cross-border
AIFC Holding — Group Restructuring
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.
M&A · Kazakhstan · Real Estate
Real Estate Portfolio Acquisition
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.
M&A · Kazakhstan · Pharmaceuticals
Pharmaceutical Company Acquisition
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.
M&A · Kazakhstan · Manufacturing
Distressed Asset Sale — 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.
M&A · Kazakhstan · Norway
Norwegian Company — Director Changes & Restructuring
Full lifecycle restructuring mandate for a Norwegian company's two Kazakhstani subsidiaries — director changes, constitutional document restatement, state registration, and bank mandate updates.
M&A · Kazakhstan · Corporate
Pre-emption Right Navigation — Share Transfer
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.
Competition · Kazakhstan · China
APDC Merger Notification — Chinese Buyer
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.
M&A · Kazakhstan · Energy
Energy Sector JV — M&A Structuring
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 Kazakhstani operating entity restructuring.
M&A · Kazakhstan · Real Estate
Automotive Complex — Share Sale
Sale advisory for an Almaty automotive complex — share sale teaser prepared, valuation anchored on permitting scarcity thesis, buyer outreach coordinated, and SPA preparation underway.
M&A · Kazakhstan · Mining · China
Proposed Gold Mining Acquisition — Chinese Buyer
Preliminary legal assessment for a Chinese company from Hainan on a proposed acquisition of a 70% stake in a Kazakhstani gold mining company — foreign ownership, transfer permit, state priority right, merger control and tax.
M&A DD · Kazakhstan · Mining · China
Subsoil Due Diligence — Chinese Investor
Legal due diligence on a Kazakhstani company for a Chinese investor — corporate title, subsoil licence review, regulatory compliance, and acquisition structuring advice.
Why Bond Stone
- 18+ years advising on M&A in Kazakhstan — active across mining, energy, real estate, manufacturing, and financial services
- AIFC RLA status — AIFC holding structure and Kazakhstani operating layer advised on a single mandate without separate international counsel
- Chinese investor expertise — active pipeline of Chinese M&A mandates in Kazakhstan coordinated with Beijing and Shanghai law firms
- Subsoil sector capability — state permit and pre-emption right process, with Ministry of Industry and Construction and Ministry of Energy coordination on mining and energy M&A
- Ranked Legal 500 EMEA and IFLR1000 — Almaty and Astana offices
Primary authority: adilet.zan.kz
Related Industry Practices
M&A law applies across Kazakhstan's key sectors. See the industry and sector legal guides.
Mining & Metals → Pharmaceuticals & Healthcare → Real Estate & Construction →
Frequently Asked Questions — M&A in Kazakhstan
Do existing shareholders have pre-emption rights in a Kazakhstani LLC share transfer?
Yes. Existing participants of a Kazakhstani LLP have a statutory pre-emptive right when a participatory interest is sold to a third party, under Article 31 of the Law on Limited and Additional Liability Partnerships No. 220-I. The founding documents can vary only how the interest is shared among participants who exercise the right, and the right cannot be assigned (Art. 31(1), (9)). The seller must first notify the partnership's executive body in writing of the sale and the proposed price and observe the statutory offer period, and written waivers from the other participants are the practical way to clear the right before the transfer. A participant can claim the buyer's rights in court within three months if the right is breached. Bond Stone advises on structuring share transfers to comply with pre-emption right requirements while keeping to the commercial timeline of the transaction.
Does the Kazakhstani state have a right of first refusal on subsoil company share transfers?
On strategic subsoil plots, yes. Under Article 43 of the Subsoil and Subsoil Use Code (Law No. 125-VI, 2017), the state has a priority right to acquire subsoil use rights and shares in the subsoil user or in a company able to determine its decisions, including an offshore holding company. Strategic plots are those with more than 50 million tonnes of oil or 15 billion cubic metres of natural gas, those in the Kazakhstani sector of the Caspian Sea, and those containing a uranium deposit. Separately, a transfer generally needs a permit from the competent authority under Article 44, subject to listed exemptions: the Ministry of Industry and Construction for solid minerals, the Ministry of Energy for hydrocarbons, and the Agency for Atomic Energy for uranium. The authority decides within one month, or three months for large deposits and strategic plots, and considers the priority right at the same time. A transfer without a permit may be declared invalid by a court on the authority's claim. Bond Stone manages this process as a condition precedent on all subsoil M&A mandates.
When is APDC competition clearance required for an M&A transaction in Kazakhstan?
The prior consent of the Agency for Protection and Development of Competition (APDC) is required for mergers and for acquisitions of more than 50% of voting shares when the combined assets or sales of the acquirer's group and the target exceed 10 million monthly calculation indices under Article 201 of the Entrepreneurial Code No. 375-V. Filings in other EAEU member states may also be needed under their national laws; the Eurasian Economic Commission does not review mergers. Bond Stone advises on threshold analysis at the outset of every M&A mandate and manages APDC filings through clearance.
What regulatory approvals are required for a foreign acquisition of a Kazakhstani company?
Required approvals depend on the target's sector. For most commercial sectors: post-closing state registration of the ownership transfer through the State Corporation Government for Citizens. For subsoil sector targets: a permit from the competent authority before closing, which also settles the state pre-emption right on strategic plots (the Ministry of Industry and Construction for solid minerals, the Ministry of Energy for hydrocarbons, the Agency for Atomic Energy for uranium). For banking, insurance, and regulated financial entities: approval of the Agency for Regulation and Development of the Financial Market. For transactions meeting competition thresholds: APDC clearance. Bond Stone advises on the full regulatory approval matrix and manages each filing stream to minimise time to closing.
What are the advantages of using an AIFC holding structure for a Kazakhstan M&A deal?
Inserting an AIFC holding company above the Kazakhstani operating entity enables: an English common law SPA and shareholders agreement under AIFC Contract Regulations — familiar to international buyers and lenders; AIFC Court jurisdiction for dispute resolution — in English, by internationally experienced judges with common law backgrounds; exemption until 2066 from income tax on dividends from, and gains on, shares of the AIFC company, while CIT relief on its own income depends on the activity; and no currency contract registration or notification for currency operations carried out by AIFC participants in the AIFC. The AIFC Registered Legal Adviser status of Bond Stone's partners enables dual-layer structuring — AIFC holding and Kazakhstani operating — on a single mandate.
Discuss your Kazakhstan M&A transaction
Contact Bond Stone for a confidential discussion about M&A structuring, due diligence, or transaction execution in Kazakhstan.
[email protected]
+7 (701) 729 76 72 — Almaty
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