AIFC  ·  ENTITY FORMATION

AIFC Entity Formation

Bond Stone advises on forming the main AIFC entities: Company, Limited Liability Partnership (LLP), Special Purpose Company (SPC) and the branch of a foreign company, under the AIFC Companies Regulations, the AIFC Limited Liability Partnership Regulations and the AIFC Special Purpose Company Rules.

AIFC entities are governed by AIFC law, which is based on English common law, and have access to the AIFC Court. They can benefit from an exemption from Kazakhstani corporate income tax until 1 January 2066, on qualifying services only. Fintech companies, digital asset service providers, investment managers, holding structures and professional services firms use them.

Governed by: AIFC Companies Regulations; AIFC Limited Liability Partnership Regulations (No. 13 of 2017); AIFC Companies Rules; AIFC Special Purpose Company Rules; AFSA Guidance on the Registration Process. Authority: aifc.kz

AIFC Entity Types

AIFC Company (Private or Public)

Private Company: at least 1 shareholder and 1 director, no minimum share capital, no public offer of shares. Public Company: at least 1 shareholder, 2 directors and a Secretary, allotted share capital of at least USD 100,000, and may offer shares to the public (Companies Regulations, ss 36, 43, 89). Directors and shareholders need not be resident in Kazakhstan, but the CEO needs a Kazakhstani Individual Identification Number. Registration is with the AIFC Registrar of Companies.

Registrar's review: 1–3 business days online, 3–5 on paper

AIFC Limited Liability Partnership (LLP)

Formed by two or more persons under the AIFC Limited Liability Partnership Regulations. Used by professional services firms and investment managers. Partners are not personally liable beyond their contributions. The LLP Regulations set no minimum capital. Partners may be individuals or legal entities of any nationality.

Registrar's review: 1–3 business days online, 3–5 on paper

Special Purpose Company (SPC)

For Islamic or conventional structured finance transactions, such as securitisations. Its purpose must be limited to Exempt Activities, such as holding assets and raising finance for the transaction. It has no minimum share capital, needs at least 1 director and receives its corporate administration from a Corporate Service Provider (Special Purpose Company Rules). It is not a general holding company: use a Private Company for that.

Registrar's review: 1–3 business days online, 3–5 on paper

AIFC Branch of Foreign Company (Recognised Company)

An extension of a foreign parent entity, operating within the AIFC. No separate legal personality — parent bears full liability. May conduct AFSA-regulated activities only if the branch is itself authorised by AFSA. Requires registration with the AIFC Registrar of Companies.

Registrar's review: 1–3 business days online, 3–5 on paper

AIFC vs. Kazakhstani LLP — Which to Choose

Factor AIFC Company / LLP Kazakhstani LLP
Governing law AIFC law, based on English common law Kazakhstani civil law
Corporate income tax Exempt until 1 January 2066 on qualifying services only; otherwise 20% 20% on KZ-source income
Dispute resolution AIFC Court — English language, common law Kazakhstani courts or arbitration
Min. share capital None (Private Company); USD 100,000 (Public Company) 100 monthly calculation indices; none for small businesses (Law on Limited and Additional Liability Partnerships No. 220-I, Art. 23(2))
AFSA licensing access Direct — required for AFSA-regulated activities Not eligible for AFSA licensing
Residency requirements No residency rule for directors or shareholders; registered office in the AIFC required None (Director may be foreign national)
C5 business immigrant visa Not needed for AIFC incorporation Issued to business immigrants on the request of a local executive authority (Visa Rules, Appendix 1, category C5)

Registration Process

1

Entity selection & name reservation

Bond Stone advises on the AIFC entity type based on the client's activity, ownership structure, licensing requirements, and holding strategy. Bond Stone checks that the company name is available and reserves it with the AIFC Registrar of Companies.
2

Constitutional documents drafting

Bond Stone drafts the Articles of Association (for Companies) or Partnership Agreement (for LLPs) under the AIFC Companies Regulations or the AIFC Limited Liability Partnership Regulations. Shareholders' agreements are drafted in parallel where needed; the AIFC Contract Regulations can govern them.
3

Registration with AIFC Registrar of Companies

Bond Stone submits the registration application via the AIFC Digital Resident Portal or in paper form. The Registrar reviews a complete application within 1–3 business days online or 3–5 on paper (AFSA Guidance on the Registration Process). Registration fee: USD 500 online or USD 1,500 on paper for most legal forms; USD 100 online for Special Purpose Companies (AIFC Fees Rules, Schedule 5). The entity receives its AIFC registration number and certificate. Incorporation can be completed remotely, but every entity needs a registered office in the AIFC, evidenced by a lease or similar document, and its CEO needs a Kazakhstani Individual Identification Number, obtainable through the AIFC Expat Centre.
4

AFSA licensing & compliance

Where the entity intends to conduct AFSA-regulated activities (digital assets, payment services, investment management), the AFSA application comes first: the entity is registered after In-Principle Approval and before the Licence. Bond Stone manages AFSA licensing in parallel with entity formation. Ongoing compliance includes the annual return or confirmation statement, accounts filing and AFSA supervision fees.

Why Bond Stone

Primary legal authority: aifc.kz  ·  AIFC Registrar: aifc.kz/do-business/registration/

Register your AIFC entity

Contact Bond Stone for a confidential discussion about AIFC entity type selection, constitutional documents, and registration timeline.

info@bondstonelaw.com
+7 (701) 729 76 72 — Almaty

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