Entity selection — LLC or JSC

Most JVs in Kazakhstan are structured as an LLC (TOO) — simpler governance, lower compliance burden, no mandatory audit for smaller entities. A JSC is required where the JV intends to issue shares publicly, is regulated as a financial institution, or has significant state participation. Bond Stone advises on entity selection based on the JV’s activity, size, governance requirements, and exit strategy.

Governing law — Kazakhstani law or AIFC

The JV agreement and shareholders agreement can be governed by Kazakhstani civil law or, where the holding entity is AIFC-incorporated, by AIFC Contract Regulations based on English common law. Bond Stone advises on governing law selection — Kazakhstani law for operational JVs with strong local elements; AIFC law for international holding structures where English law provides greater familiarity and enforceability.

Subsoil & sector-specific requirements

JVs in the mining, oil and gas, and subsoil sectors require prior approval for the transfer of participatory interests and compliance with the Kazakhstani subsoil use legislation. Bond Stone advises on subsoil use transfer provisions, pre-emptive rights of the state, and the regulatory approval process — including coordination with the Ministry of Energy and MINT.

Competition law notification

JV formations that meet the relevant thresholds under Kazakhstani competition law require prior notification to the Agency for Protection and Development of Competition (APDC). Bond Stone advises on competition law filing requirements and coordinates multi-jurisdictional filings where the JV involves parties from other EAEU member states.

Reserved matters & veto rights

Bond Stone drafts comprehensive reserved matters lists requiring unanimous or supermajority approval — covering changes to the business plan, incurrence of significant debt, related party transactions, changes to constitutional documents, and appointment of senior management. These protect the minority foreign investor from being outvoted on fundamental decisions.

Deadlock resolution

Deadlock provisions are critical in 50/50 JVs. Bond Stone advises on and drafts Russian roulette, Texas shoot-out, and put/call option mechanisms — and on the appropriate triggering events, valuation methodology, and cooling-off periods before deadlock mechanisms activate.

Exit provisions

Pre-emption rights, drag-along rights, and tag-along rights must be carefully drafted to comply with Kazakhstani company law — which imposes mandatory pre-emption rights on share transfers that cannot be fully contracted around. Bond Stone advises on structuring exit provisions that achieve commercial objectives within the constraints of Kazakhstani law.

Dispute resolution

Bond Stone recommends AIFC Court or international arbitration (IAC, LCIA, ICC) as the dispute resolution forum for JV agreements — rather than Kazakhstani courts. This provides international investors with a neutral, English-language forum and enforceable awards under the New York Convention.

Mining JV — Subsoil Sector

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. State pre-emption right analysis conducted.

Energy Sector JV — 50/50 Structure

JV · Kazakhstan · Energy

Advising a foreign energy company on a 50/50 joint venture with a Kazakhstani state-connected partner — deadlock resolution mechanism, reserved matters, and AIFC Court dispute resolution clause.

Real Estate JV — Development Project

JV · Kazakhstan · Real Estate

Structuring a real estate development joint venture — contribution of land use rights by local partner and capital contribution by foreign investor. Exit provisions and mandatory pre-emption right analysis under Kazakhstani company law.

Manufacturing JV — Turkish Investor

JV · Kazakhstan · Turkey

Structuring a joint venture between a Turkish manufacturer and a Kazakhstani partner for production of construction materials — shareholders agreement, charter, contribution of industrial land use right, and ISTAC dispute resolution clause.

Financial Services JV — AIFC Structure

JV · AIFC · Kazakhstan

Advising on a joint venture structured through an AIFC holding company — AIFC entity formation above the Kazakhstani operating subsidiary, shareholders agreement under AIFC Contract Regulations, and dividend repatriation mechanism.

Agricultural JV — Land Use Rights

JV · Kazakhstan · Agriculture

Joint venture structuring for an agribusiness investment — contribution of agricultural land use rights by Kazakhstani partner and capital contribution by foreign investor. Long-term lease and JV agreement coordinated with land use transfer restrictions under Kazakhstani law.

Pharmaceutical Distribution JV

JV · Kazakhstan · Pharmaceuticals

Advising a foreign pharmaceutical company on a JV with a Kazakhstani distributor — exclusivity territory, regulatory licence transfer conditions, minimum sales obligations, and exit mechanics under Kazakhstani company law.