Cross-border M&A & AIFC Structuring in Kazakhstan

The AIFC holding structure — why it matters

A common structure for Kazakhstan investments places an AIFC holding company (AIFC law, based on English common law) above a Kazakhstani operating entity (Kazakhstani civil law). The SPA and shareholders agreement can be governed by AIFC law, which gives international acquirers familiar warranty and indemnity provisions and dispute resolution before the AIFC Court. The operating entity stays under Kazakhstani law, so merger control, subsoil and other regulatory approvals must still be checked, and any USD pricing tested against the currency rules.

Both layers on one mandate

Bond Stone's partners hold AIFC Registered Legal Adviser status, so the firm can advise on both the AIFC holding layer (English law) and the Kazakhstani operating layer (Kazakhstani civil law) on a single mandate. This avoids the cost and coordination risk of instructing separate AIFC and Kazakhstani counsel.

AIFC entity formation

Formation of an AIFC holding company — usually a private company limited by shares — including constitutional documents, share structure, and management arrangements. Bond Stone coordinates AIFC entity formation in parallel with the transaction timeline to avoid closing delays.

SPA under the AIFC Contract Regulations

Where the acquisition is structured through an AIFC holding company, the SPA can be governed by AIFC law, which is based on English common law. Bond Stone drafts AIFC-law SPAs with internationally familiar provisions: representations and warranties, indemnities, MAC clauses, locked-box mechanics, and W&I insurance compatibility.

AIFC Court — dispute resolution

The AIFC Court is an independent English common law court with internationally experienced judges. Bond Stone's partners are AIFC Registered Legal Advisers and appear before the AIFC Court; rights of audience come from registration with the AIFC Court Registry, open to lawyers with a practising certificate from any jurisdiction. Bond Stone drafts AIFC Court jurisdiction clauses into all AIFC-layer transaction documents.