CORPORATE & COMMERCIAL \u00b7 KAZAKHSTAN<\/p>\n
Bond Stone advises international investors on structuring, negotiating, and documenting joint ventures in Kazakhstan \u2014 from initial feasibility and partner selection through JV agreement drafting, shareholders agreement, constitutional documents, and post-formation governance.<\/p>\n
Joint ventures are the most common vehicle for foreign investors entering Kazakhstan in sectors where a local partner brings regulatory approvals, existing relationships, land rights, or subsoil licences. The legal framework for JVs in Kazakhstan is well-developed \u2014 but the interaction between the JV agreement, the Kazakhstani company law requirements, and the subsoil or sector-specific regulatory framework requires careful structuring from the outset.<\/p>\n
Primary authority: Civil Code of the Republic of Kazakhstan No. 268-XIII dated 27 December 1994; Law “On Limited and Additional Liability Companies” No. 220-I dated 22 April 1998 (as amended); Law “On Joint-Stock Companies” No. 415-II dated 13 May 2003 (as amended). Authority: adilet.zan.kz<\/a><\/p>\n Entity selection \u2014 LLC or JSC<\/p>\n Most JVs in Kazakhstan are structured as an LLC (TOO) \u2014 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.<\/p>\n<\/p><\/div>\n Governing law \u2014 Kazakhstani law or AIFC<\/p>\n 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 \u2014 Kazakhstani law for operational JVs with strong local elements; AIFC law for international holding structures where English law provides greater familiarity and enforceability.<\/p>\n<\/p><\/div>\n Subsoil & sector-specific requirements<\/p>\n 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 \u2014 including coordination with the Ministry of Energy and MINT.<\/p>\n<\/p><\/div>\n Competition law notification<\/p>\n 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.<\/p>\n<\/p><\/div>\n<\/div>\n
\nJV Structuring \u2014 Key Considerations<\/h2>\n
\nKey JV Documents<\/h2>\n