Registration of a company in Kazakhstan

Kazakhstan is an increasingly attractive market for foreign investors seeking to establish a commercial presence in Central Asia and access neighbouring countries. Strategically located between Europe and Asia, Kazakhstan provides access to a growing consumer market and avenues for regional expansion.

New business registrations in Kazakhstan offer foreign investors favourable investment terms, competitive tax regimes, and flexible immigration arrangements for key personnel. The registration process has been simplified to encourage foreign direct investment. Approvals and statutory compliance can be effectively managed remotely with the support of local advisors.

With sound legal protections, advantageous tax policies and expanding trade links with major markets, Kazakhstan presents an appealing environment for international business ventures across industry sectors. Foreign investors positioned for the long term will be well-placed to realise the country's strong commercial potential. Securing expert local counsel early on can effectively facilitate market entry and avoid common pitfalls.

How to open a company in Kazakhstan?

The registration of a business entity in Kazakhstan includes several key steps:

1. Selecting a business structure. Kazakhstan offers various structural options like LLP, JSC, branch office or representative office. The choice depends on the proposed business activities and objectives.
2. Name approval. The chosen name must be unique and cannot duplicate an existing registered entity. It should meet statutory guidelines, appropriately reflect planned business dealings and can be in Kazakh, Russian or English.
3. Formal registration. The authorized body reviews constitutive documents, executives' identification, capital particulars, etc. and issues a registration certificate upon payment of the fee.
4. Other required actions. These include appointing company officers, opening a bank account to receive capital injections and obtaining necessary operational permits and clearances.

Bank account opening in Kazakhstan requires standard incorporation papers and executive ID documents.

The above outline key milestones but do not constitute exhaustive regulatory advice. Investors are well-advised to engage local legal counsel for comprehensive guidance on meeting all incorporation conditions, post-registration compliance and commencement of licensed business operations in Kazakhstan. Professional advice ensures conformity with legal stipulations and mitigates enterprise risk.

Business structures

Kazakhstan offers an attractive environment for foreign investors with its modern infrastructure, skilled workforce, and access to major markets through its membership in the Eurasian Economic Union (EEU). Popular structures for overseas entrepreneurs include LLCs or JSCs.

I. LLCs

An LLC provides liability protection for its members, whose financial exposure is limited to their capital contribution. Key LLP features in Kazakhstan comprise:

• Flexible structure
• Minimal capital requirement vary depending on business size
• No limits on the number of founders
• Ability to conduct most business activities except those needing special licensing

Registration necessities include having at least one founder and one director. An optional Supervisory Board and company secretary can also be appointed. Founders must convene periodic meetings. Registration processing averages 7 days.

Importantly, foreign founders require a C5 business visa for LLC incorporation in Kazakhstan unless they are tax residents of an EEU country. Key documents for the C5 visa application include:

• Valid passport
• Completed visa application form
• Confirmation of business purpose
• Proof of financial means
• Medical insurance
• Additional documents per specific circumstances e.g. resume, police clearance certificate, qualifications.

II. JSCs

A JSC allows businesses to raise additional capital through the public issuance of shares. An unlimited number of participants can establish a JSC in Kazakhstan. Shareholders' liability is generally limited to their paid-up capital, and they are not personally liable for company debts. However, shareholders do carry the risk of capital loss up to their equity stake if the JSC suffers losses.

Governance structure:

• General meeting of shareholders. The supreme governance body, wherein shareholders exercise voting rights proportionate to their respective shareholding. Key functions include appointing the Board of Directors and approving financial statements.
• Board of directors. The executive leadership team appointed by shareholders to provide strategic direction and take business decisions in the JSC's interests.
• Company secretary. Kazakh law mandates appointing a company secretary for the JSC.

Reporting

JSCs must undertake annual financial audits and submit the audited statements along with audit reports to relevant regulatory bodies like the National Securities Commission.

Expansion options

International companies can establish branch offices or representative offices to extend operations in the Kazakh market. This facilitates business development, client servicing, contractual discharge and local regulatory compliance.

Documents required for company registration in Kazakhstan

The key documents generally needed to incorporate a company in Kazakhstan include:

• Signed application for registration by the founders or their authorised representatives.
• Charter covering prescribed details such as name, registered address, legal form, activities, and capital .
• Minutes of the founding meeting, documenting the resolution to establish the entity and appointment of management.
• Proof of capital injection (e.g. bank certificate or other payment evidence).
• Founders' identification papers (passports or other officially recognized ID documents).
• Confirmation of physical registered office address in Kazakhstan (example — lease agreement).
• Decision authorizing the appointment of the company director.

The exact documents may vary marginally across different legal structures. It is highly advisable for overseas investors and partners to obtain guidance from legal and regulatory specialists before commencing registration formalities. Professional advice ensures completeness of documentation as well as conformity with requirements. Appropriate advance planning facilitates swift incorporation approval.

Registering within Kazakhstan's SEZs

Kazakhstan has established 13 SEZs offering incentives and preferential policies to attract foreign investment into priority sectors. Each SEZ focuses on specific industries aligned with regional economic development objectives. For example, the Alatau, Torgai, Almaty and Atyrau SEZs target oil and gas investments, while the Almaty Industrial Park prioritizes engineering and light industry.

Key SEZs and activities:

• Astana New City SEZ: construction, infrastructure, IT, electronics.
• Astana Technopolis SEZ: R&D, innovation, commercialization.
• Khorgos International Center for Boundary Cooperation SEZ: logistics, trade between Kazakhstan and China.
• Turkistan SEZ: tourism, agriculture, transport development.
• Qyzyljar SEZ: healthcare, pharmaceuticals, high-technology.
• Taraz Chemical Park SEZ: chemical industry manufacturing.
• Pavlodar SEZ: petrochemicals, metallurgy, machinery.
• National Industrial Petrochemical Technopark: oil refining, petrochemicals.
• Aktau Seaport SEZ: shipping, sea transport, port infrastructure.

Incentives for establishing operations within Kazakh SEZ areas include:

• 0% corporate income tax
• 0% VAT on goods fully utilized within the SEZ
• Exemptions from property and land taxes

Investors must fulfil certain conditions around registration, activities, and localization to qualify. Expert legal support for company's SEZ registration in Kazakhstan and compliance to avail concessions.

Company registration in Astana Hub Technology Park

Astana Hub is an innovation ecosystem created to nurture Kazakhstan’s technology industry and startup culture. Eligible companies engaged in certified ICT activities can register under Astana Hub's special regime to leverage a range of incentives and development opportunities, including:

1. Incubation services: office space, mentoring, business planning, marketing, and financing support for early-stage ventures.
2. Accelerator programmes: intensive training, access to investors, networking events for high-potential startups.
3. Events, conferences, and seminars focused on technology entrepreneurship and innovation
4. Astana Hub also facilitates linkages with domestic and international investors, corporates, and venture capitalists for access to growth capital.
5. Tax incentives: Astana Hub registration confers the resident company with substantial tax advantages:
   • exemption from corporate income tax on IT activity revenues,
   • VAT exemption on local sales and imports for IT purposes,
   • zero VAT on IT-related services from contractors,
   • relief from personal income tax and social contributions to employee salaries and bonuses,
   • no withholding tax on royalties for intellectual property deployed in IT activities.

In summary, Astana Hub Technology Park has instituted a supportive framework to help catalyse Kazakhstan's emergent tech startup scene through infrastructure, programming, linkages and attractive tax policies. Overseas tech ventures can leverage these opportunities by registering under Astana Hub's special regime.

Opening a corporate bank account in Kazakhstan

Registering a business in Kazakhstan necessitates opening a company bank account. While founders previously did not face major hurdles, evolving global compliance norms have led some local banks to limit services for non-residents. However, viable options remain for overseas investors to open corporate accounts in Kazakh banks.

Prospective banks

• Halyk Bank — Kazakhstan's largest financial institution by assets, offers accounts alongside an array of retail and commercial banking.
• CenterCredit Bank — A leading private bank focused on retail offerings but also serves business clientele with accounts, lending, deposits and more.
• ATF Bank — A universal bank providing corporate and retail accounts, trade finance solutions and an array of financial services.
• Capital Bank — Targets both corporate and retail segments with offerings including bank accounts, credit facilities, payments, and transactions.
• Kaspi Bank — A major retail bank that offers electronic payment solutions, digital banking platforms and related services to companies.

Required documentation

Banks specify varying identification, compliance, and due diligence stipulations for non-resident account opening. Generally needed documents include:

• Registration certificate
• Company charter
• Director and owner identity papers
• Proof of registered address
• Other KYC particulars

It is prudent to engage local advisors to determine suitable banking partners aligned with the company's profile and navigate prevailing account opening regulations for overseas investors in Kazakhstan's financial sector.

Promising business opportunities in Kazakhstan in 2024

Kazakhstan offers overseas investors an increasingly appealing environment, having implemented reforms around registration, taxation, and protection. Robust infrastructure development, particularly in logistics, enhances commercial viability. Alongside appropriate legal structuring, prudent niche selection is key.

High-potential sectors

Mining. Kazakhstan possesses extensive mineral resources, representing possible investments in extraction and processing under licensing or production-sharing agreements. These accord duty exemptions for imported mining equipment.

IT services. A ripe backdrop of qualified talent and state backing has positioned Kazakhstan as an emerging regional IT hub. Designated zones assist IT firms with simplified registration and incentives. Visa policies also aim to attract cybersecurity talent.

Fintech. As Kazakhstan pursues a Central Asian financial centre role, fintech adoption is rising sharply. Foreign players can target payments, digital banking, blockchain and similar spaces while leveraging various public and private acceleration funds.

Renewable energy. Vast solar, wind and other clean energy potential combined with supportive regulations and tax reliefs create openings to establish generation assets.

Agritech. Kazakhstan's vast agricultural base offers scope for technologies raising productivity and product quality.

Logistics and transportation. Strategic Eurasian location and trade corridors enable overseas logistics players to embed into the country's expanding infrastructure. Land and regulatory concessions offered.

Healthcare. Robust demand backdrop for premium medical services and tourism.

Cryptocurrency. Early legal recognition of crypto presents opportunities in mining, trading, and blockchain platforms. Tax holidays provided.

While the growth avenues are promising, expert counsel around navigating regulations, incentives, and risks remains vital when establishing business operations in Kazakhstan.

Key business assistance programs in Kazakhstan

Kazakhstan has instituted various initiatives to catalyse entrepreneurship and priority economic sectors:

• Damu Programme. A governmental entrepreneurship development scheme encompassing financing, grants, consultancy, and training especially for small and medium enterprises.
• Business Roadmap 2025 Program. A national strategic blueprint to advance key industries including energy, mining, chemicals and infrastructure. Simultaneously strengthens the investment climate, SME support and economic diversification.
• Rural Business Development. Targeted assistance for rural entrepreneurship growth through infrastructure, capacity building and concessional funding.
• Business Incubators. Both state-backed and private incubators foster early-stage ventures across sectors via skills enhancement, mentorship, discounted utilities and networking.

The country's national vision focuses strongly on nurturing domestic innovation and industrial competitiveness. Overseas investors can benefit from various public incentives, facilities, and partnerships aimed at facilitating business establishment and expansion in Kazakhstan. Appropriate alignment and engagement with relevant programs can enhance commercial outcomes. Expert advisory facilitates accessibility and compliance aspects.

Registering a cryptocurrency company in AIFC, Kazakhstan

The AIFC offers a conducive environment for setting up cryptocurrency ventures.

The AIFC issues two cryptocurrency licences:

1. Digital Mining Licence: For firms engaged in creating new cryptocurrencies through solving complex computational algorithms.
2. Cryptocurrency Exchange Licence: Permits the operation of a platform enabling users to trade different cryptocurrencies.

Eligibility necessities, shareholder requirements, auditing compliance and other prerequisites mandated by AFSA regulations must be fulfilled to secure and maintain a crypto licence. Qualifying firms enjoy exemptions from income tax and other levies, reducing the AIFC tax burden.

Headquartered in Kazakhstan's capital, the AIFC enables convenient access to European and Asian markets. The financial centre's infrastructure offers businesses modern office spaces, connectivity, accelerators, and incubators for startups, and expert resources provided. Crypto companies registered in AIFC have access to capital, liquidity, and treasury tools for effective crypto venture management.

The AIFC framework derives from English common law, and the independent Astana Financial Services Authority ensures market stability and robust investor safeguards. This provides assurance around transaction and asset security.

Kazakhstan immigration programmes

Kazakhstan operates an investment-linked immigration programme, enabling foreign nationals to secure residency rights in return for deploying capital into the economy. Key parameters include:

• Investment threshold. Minimum capital outlay of USD 300,000 channelled into approved sectors such as manufacturing, agriculture, infrastructure, etc.
• Investment period. Funds to remain deployed for at least three years with structured transfers via local banking channels.
• Employment generation. Creation of ten sustainable jobs for Kazakh citizens within two years.
• Application process. Submission of documentation to the Ministry of National Economy or Investment Committee evidencing capital source, project details, and implementation roadmap.
• Compliance requirements. Program conditions must remain fulfilled over the residency term.
• Tax concessions. Granted residency permits in Kazakhstan may confer certain tax advantages.
• Skills in-demand. Kazakhstan also attracts work permit seekers from specific high value professional domains.

The Investor Immigration Programme offers overseas individuals a pathway to Kazakhstan residency, paired with the scope to deploy business capital. Expert immigration counsel assists in reviewing eligibility criteria, collating documentation, navigating application procedures and ensuring compliance post-approval.

Conclusion

Kazakhstan is emerging as an increasingly preferred destination for new market entrants and existing players aiming to expand in Central Asia given its strategic location, developed infrastructure and pro-growth policies.

Many corporations view Kazakhstan as an integral component for strengthening their supply chains across the wider region.

Recent government efforts around promoting entrepreneurship, streamlining registrations, and easing compliances have boosted economy activity – catalysing job creation, innovation, and SME growth.

Ongoing fiscal incentives and special economic zones add to Kazakhstan's investment appeal across priority sectors.

With its connectivity, scale and growth drivers, Kazakhstan warrants serious consideration within the target market strategies and supply chain roadmaps for international businesses.

Our specialist team stays updated on the ever-evolving legal and regulatory landscape shaping commercial undertakings in Kazakhstan and the Central Asian region.

We offer end-to-end guidance on Kazakhstan's market entry, company registration, licensing, tax optimization and compliance management – allowing overseas clients to efficiently establish and administer business operations in the country.