Starting a business in Kazakhstan

Legal Entity Forms

According to the Article 34 of the Civil Code of the RoK, the business in Kazakhstan is conducted through legal entities of various forms of incorporation. The place for the legal entity among the companies with the foreign participation should be specifically determined, whether it is a joint venture (JV) or a foreign enterprise. It is often that JV represents enterprises established by several entities, irrespective of their country of origin. For enterprises with foreign participation, being the JV or ‘‘foreign enterprise’’ characterise only the participation of foreign capital, but not their organizational and legal form. In practice, companies with foreign participation are established in the Republic of Kazakhstan or in the form of a limited liability partnership, or as a joint-stock company.

 

Limited Liability Partnership (LLP)

 

LLP is a partnership established by one or more persons/entities, the charter capital of which is divided into shares determined by constituent documents. LLP participants are not liable for its obligations and bear the risk of

losses associated with the activities of the partnership to the extent of their contributions, except for the cases stipulated by legislative acts of the RoK.

 

Joint Stock Company (JSC)

 

JSC is a legal entity that issues shares to raise funds for its activities. JSC

has property separate from the property of its shareholders, and is not liable for their obligations. JSC is liable for its own obligations to the extent of its property. JSC shareholders are not liable for JSC’s obligations and bear the risk of losses associated with its activities, to the extent of shares owned by them, except for the cases stipulated by legislative acts of the RoK.

 

Branches and representative offices

 

Branches and representative offices are not legal entities. They are endowed with property of the legal entity and act on the basis of approved by laws. A branch is a separate subdivision of a legal entity located outside of the legal entity’s location and performing all or part of the legal entity’s functions, including the function of representation. A representative office is a separate subdivision of a legal entity located outside of the legal entity’s location, which represents and protects interests of the legal entity, enters on behalf of the legal entity into transaction and performs other legal actions, except for the cases stipulated by legislative acts of the RoK.

REGISTRATION OF LEGAL ENTITIES

According to Article 42 of the Civil Code of the RoK the legal entity is subject to mandatory public registration in the judicial authorities and is considered as established from the moment of its obtaining.

 

 

Unlike the legal entities established by Kazakhstani shareholders only, while registering, the legal entities with foreign participation are required to provide additional documents confirming the legal status of their foreign founders and their capacity to pay:

  • a legalized extract from the trade register or other legalized document certifying that the founder – a foreign legal entity – is a legal entity under the laws of a foreign country, with a notarized translation into Kazakh and Russian languages;
  • a copy of the passport or other identity document of the founder – foreigner, with a notarized translation into Kazakh and Russian languages;
  • a receipt or a document confirming the payment of the public registration fee to the budget.

 

OPENING A BANK ACCOUNT

A company which has obtained the public registration has the right to open a bank account. Investors have the right to open bank accounts in the banks on the territory of the RoK in national and (or) foreign currency in accordance with banking and currency laws. Branches and representative offices have the right to work through foreign accounts.

LICENSING

According to the Law of the RoK ‘‘On permits and notifications’’ for private entrepreneurs and other individuals in Kazakhstan there is authorization or notification based procedures of implementation of certain types of activities or actions.

Category I permits – licenses, which are introduced for types (subtypes) of activities or actions (operations) with a high level of danger.

Category II permits – all permits, other than licenses, that are introduced for types (subtypes) of activities or actions (operations) with an average level of danger.

SPECIAL ASPECTS OF SECOND CATEGORY PERMIT ISSUANCE

The permit documents are divided into 6 classes:

Class 1. Permits issued for activities.

Class 2. Permits issued for the professional activities of individuals.

Class 3. Permits issued for activities with limited resources or by using quotas.

Class 4. Permits issued for objects.

Class 5. Single-time permits.

Class 6. Permits issued for products.

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