BUSINESS FORMATION · KAZAKHSTAN
Corporate Changes in Kazakhstan
Bond Stone manages the full range of post-incorporation corporate amendments for companies registered in Kazakhstan — name changes, legal address updates, ownership transfers, charter capital amendments, and director appointments.
A change of name, a reduction of charter capital and a change of participants in an LLP require re-registration (Civil Code, Art. 42(6)), which takes 1 business day for a private-sector LLP (Law No. 2198, Art. 9). Most other changes, including a new address, a new director, a capital increase and new activities, are made by electronic notice, generally within one month of the decision, and entered within three working days (Art. 14-2). Failure to register amendments within the prescribed period can result in administrative liability and complications with banking, licensing, and contract execution.
Governed by: Law No. 220-I dated 22 April 1998 "On Limited and Additional Liability Partnerships" (as amended 17 July 2024); Law No. 2198 dated 17 April 1995 "On State Registration of Legal Entities and Record Registration of Branches and Representative Offices" (as amended 5 July 2024); Civil Code of the Republic of Kazakhstan, Article 42.
Types of Corporate Changes We Handle
Company Name Change
Resolution of the General Meeting approving the new name. Amendment of Articles. Re-registration with the Ministry of Justice within 1 business day via egov.kz. Downstream updates to BIN record, tax registration, bank accounts, and any licences referencing the old name.
Legal Address Change
Confirmation of new premises (lease agreement or ownership document). Resolution of the General Meeting or Director. Electronic notice to the registrar, with the property owner's consent (Law No. 2198, Art. 14-2). New address must be a physical premises — P.O. boxes are not accepted.
Ownership Transfer (Participation Interest)
Sale and purchase agreement for participation interest. Pre-emption rights procedure (Article 31 of the Law on LLPs — see below). Offer and waiver documentation. The transfer agreement is notarised where an individual is a party (Law No. 2198, Art. 14). Amendment of Articles to reflect new ownership. Re-registration with the Ministry of Justice. Currency control requirements on cross-border transfers, where they apply.
Charter Capital Changes
Increase or decrease of charter capital by resolution of the General Meeting. Bank confirmation of additional contributions (for increases). Valuation act for non-cash contributions. Amendment of Articles. Re-registration for a decrease; electronic notice for an increase. Note: charter capital decreases require prior notification to all creditors.
Director / Executive Body Changes
Resolution of the General Meeting or Board of Directors appointing or dismissing the Director. Electronic notice to the registrar. Notification to the bank and relevant state authorities. New Powers of Attorney and labour contracts where required. Effective from the date of the relevant resolution — not from re-registration.
Scope of Activity Changes
Amendment of the company's activity classifier code in the BIN register when entering a new regulated sector or changing the primary commercial activity. Amendment of Articles where the scope is specified therein. Licences or notifications may additionally be required for the new activity.
Ownership Transfer — Pre-emption Rights Procedure
Under Article 31 of the Law on Limited and Additional Liability Partnerships (No. 220-I, as amended 2024), existing participants in an LLP have a statutory pre-emption right on a sale of a participation interest to a third party. It does not apply to gifts or inheritance (Supreme Court Normative Resolution No. 2 of 10 July 2008, para. 9). A sale in breach allows any participant to claim the buyer's rights within three months (Art. 31(7)). The procedure is:
The selling participant gives written notice to the partnership's executive body, stating the proposed price, and the executive body informs all participants within seven days (Art. 31(2), (3)). Bond Stone drafts the notice and manages the delivery process.
A participant who wants to buy notifies the executive body within seven days (Art. 31(3)). If multiple co-participants accept, the interest is allocated pro-rata to their existing shares unless the founding documents or another agreement provide otherwise (Art. 31(1)).
If the interest is not bought within one month of the notice to the executive body, it may be transferred to the intended third party on the same terms as offered. Bond Stone prepares the waiver documentation and the transfer agreement, which is then used to complete re-registration.
For cross-border transfers involving foreign investors, Bond Stone also advises on currency control requirements under the Law on Currency Regulation and Currency Control (No. 167-VI, 2 July 2018) and on withholding tax implications under applicable Kazakhstan double tax treaties.
Re-registration — Steps & Timeline
Step 1 — Corporate resolution
Bond Stone drafts the resolution of the General Meeting (or sole participant's decision) approving the amendment. For foreign-participant companies, resolutions executed outside Kazakhstan are notarised and apostilled.
Step 2 — Amended Articles
Restated Articles of Association incorporating the approved amendments, prepared in Kazakh and Russian. For small and medium business entities, Articles are not required to be submitted on re-registration if the company operates on the basis of a standard (model) charter.
Step 3 — Ministry of Justice filing
Bond Stone files the amendment application via egov.kz or the Government for Citizens State Corporation. Standard re-registration: 1 business day. Updated BIN record and new registered Articles issued on completion.
Step 4 — Downstream notifications
State Revenue Committee notification. Bank account signatory authority updates. Amendment of licences, permits, and contracts referencing the pre-amendment company details. Bond Stone coordinates all downstream notifications on request.
Why Bond Stone
- Full corporate amendments service — resolutions, restated Articles, and re-registration in one mandate
- Pre-emption rights procedure managed in-house — offer notices, waivers, transfer agreements
- Cross-border ownership transfers — currency control, tax treaty analysis, apostille coordination
- 1-business-day re-registration via egov.kz — Almaty and Astana teams
Primary legal authority: adilet.zan.kz
Bond Stone Kazakhstan offices: Almaty · Astana
Selected Experience — Corporate Changes
Corporate amendments are among the most frequently requested services Bond Stone handles in Kazakhstan. Our teams manage the full cycle — from drafting the resolution through re-registration and downstream notifications — for both foreign-invested LLPs and local companies.
50+
Corporate amendment mandates completed — name changes, address updates, ownership transfers, director appointments
20+
Cross-border ownership transfer transactions, including pre-emption rights procedures and currency control notifications
1 day
Standard re-registration timeline via egov.kz for straightforward amendments
8
Specialisations held by Bond Stone's AIFC Registered Legal Advisers, including Corporate & M&A
Register your corporate changes
Contact Bond Stone for a confidential discussion about your required corporate amendments in Kazakhstan.
info@bondstonelaw.com
+7 (701) 729 76 72
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