Articles

Company Registration in Kazakhstan — LLP, JSC or AIFC Structure?

August 6, 2026

The first legal decision a foreign investor makes in Kazakhstan is also one of the most consequential: which corporate structure to use. The choice between a Limited Liability Partnership, a Joint-Stock Company and an AIFC entity determines the governance framework, the tax treatment, how ownership is transferred and the forum available for disputes.

This note sets out the practical differences between them and what drives the choice.

The Limited Liability Partnership (LLP)

The LLP is the main corporate vehicle for foreign investment in Kazakhstan. Most foreign-owned subsidiaries, joint ventures and trading entities use it, because capital requirements are low, governance is simple and registration online is fast.

Key characteristics of the Kazakhstan LLP:

• Minimum charter capital: 100 monthly calculation indices (MCI), which is KZT 432,500 at the 2026 rate of KZT 4,325 (about USD 960), or zero for a small business, meaning up to 100 employees and average annual income up to 300,000 MCI, with listed exclusions (Law on Limited and Additional Liability Partnerships No. 220-I, Article 23(2); Entrepreneurial Code, Article 24). In practice, a nominal capital of KZT 100 is common for newly established small businesses
• Foreign ownership: 100% permitted in most sectors without restriction
• Governance: participant meeting (analogous to a shareholders’ meeting) and director — a supervisory board and an audit commission are optional and exist only if the charter provides for them (Articles 41(3) and 57)
• Profit distribution: dividends to participants, subject to 15% withholding tax for non-resident participants, or 5% on the first 230,000 MCI of dividends for a holder of at least 25% of the capital (Tax Code No. 214-VIII, Article 682). Double tax treaty rates can apply, and 20% applies to recipients registered in listed low-tax states
• Registration: filed with the State Corporation “Government for Citizens” or online via egov.kz. The statutory term is one working day (Law on State Registration of Legal Entities No. 2198, Articles 4 and 9); allow 1–3 business days in practice
• Reporting: annual financial statements; audit mandatory for an LLP that has a participant holding under 10% and more than 250 employees or income above 3 million MCI, and for LLPs in listed sectors (Law on Auditing Activity No. 304-I, Article 5(2))

The primary structural limitation of the Kazakhstani LLP is the pre-emption right regime. Under Article 31 of the Law on Limited and Additional Liability Partnerships, existing participants have statutory pre-emption rights on a sale or exchange of a participatory interest to a third party, and the LLP itself may buy if they decline. Article 31 lets the constituent documents vary only how the right is split among participants, so investors should assume it applies and deal with it in any transfer or M&A transaction.

The Joint-Stock Company (JSC)

The JSC is required by law for banks, insurance companies, joint-stock investment funds, pension funds, and certain other regulated financial institutions. It is also used for larger publicly traded and quasi-public enterprises, including most national companies and their subsidiaries.

For most foreign investors, the JSC is not the preferred entry vehicle because it imposes significantly more onerous governance and reporting obligations than an LLP — a mandatory supervisory board (board of directors) of at least three members, at least 30% of them independent, a separate internal audit committee, audited annual financial statements with public disclosure, and share registration requirements with the Central Securities Depository. The JSC also requires a minimum charter capital of 50,000 MCI, which is KZT 216.25 million at the 2026 rate (about USD 480,000), paid in full by the founders within 30 days of state registration (Law on Joint-Stock Companies No. 415-II, Articles 10 and 11). Other figures can apply in regulated sectors. That sum alone rules the JSC out for many smaller projects.

When to choose a JSC:

• The investment is in a regulated sector that requires JSC status by law, such as banking, insurance or a joint-stock investment fund
• The investor intends to list the entity on the Kazakhstan Stock Exchange (KASE) or the AIFC-based Astana International Exchange (AIX)
• The transaction structure requires publicly tradeable shares — JSC shares can be issued as ordinary and preference shares and transferred without the pre-emption right restrictions that apply to LLP interests, although shareholders have a pre-emptive right on new issues (Articles 13 and 16)
• The investor requires a governance structure with a formally constituted supervisory board — common for institutional investors with internal governance requirements

The AIFC Structure

The Astana International Financial Centre offers a third option: incorporation under the AIFC Companies Regulations, which are modelled on English company law. AIFC entities operate under English common law, with governance documents in English and English-language proceedings in the AIFC Court.

The AIFC structure is most commonly used in two ways:

As a holding vehicle above Kazakhstani operating entities. An AIFC holding company owns the shares of the Kazakhstani LLP or JSC. Dividends paid by the Kazakhstani entity to an AIFC holdco that is a Kazakhstani tax resident are not on the list of resident income taxed at source and are deducted from its taxable income (Tax Code, Articles 351(1) and 255(1)). Dividends on the holdco’s own shares are then exempt from income tax until 2066 for the international investor (AIFC Constitutional Statute, Article 6(7)). This can suit investors who need a recognised intermediate holding layer between their home jurisdiction and their Kazakhstan operations.

As an operating entity for AIFC-regulated activities. Financial services businesses such as investment managers, digital asset platforms, payment service providers and broker-dealers need an AFSA licence to conduct regulated activities in the AIFC. For them, the AIFC entity is the main operating entity, not just a holding vehicle.

Key advantages of the AIFC structure:

• English common law governance — familiar to international investors and their counsel
• Income tax exemption until 2066 on dividends from, and gains on, shares of AIFC-registered companies, and a corporate income tax exemption for qualifying financial and ancillary services
• AIFC Court access — English-language proceedings, with judgments enforced in Kazakhstan on the same terms as Kazakhstani court judgments
• No currency contract registration or notification for currency operations by AIFC participants in the AIFC

Key limitations of the AIFC structure:

• An AIFC holding company does not insulate the investment from Kazakhstani regulatory requirements at the operating entity level — subsoil use, banking, insurance, and other regulated activities remain subject to Kazakhstani law regardless of the holding structure
• AIFC entity formation requires registration with the AIFC Registrar of Companies and involves more documentation than a Kazakhstani LLP registration
• For small or straightforward investments, the AIFC structure adds complexity and cost without proportionate benefit

Choosing Between the Three Structures

The right structure depends on the investment, the investor’s home jurisdiction and the long-term plan for the business. It should be settled before any registration step, because a wrong choice is difficult and costly to correct once operations begin.

The practical decision tree for most foreign investors:

Is the activity regulated in a sector that requires JSC status? If yes — JSC. If no — proceed to the next question.

Does the investor require a tax-efficient holding structure, English-language governance, or access to AIFC-regulated financial services? If yes — AIFC entity (either as holding vehicle or operating entity). If no — proceed to the next question.

Is the investment a straightforward commercial or trading operation in Kazakhstan with no complex cross-border holding requirements? If yes — Kazakhstani LLP, which is fast, simple and adequate for most foreign investment in Kazakhstan.

Registration Process — Practical Steps

Kazakhstani LLP: Prepare charter and founding decision, notarise foreign corporate documents and obtain apostille, submit to the State Corporation “Government for Citizens” or via egov.kz, obtain BIN (business identification number), open bank account, register with the tax authority. Taken together, these steps of company formation in Kazakhstan typically take five to ten business days from receipt of all required documents.

Kazakhstani JSC: Same process as LLP plus supervisory board formation, share issuance documentation, and state registration of the share issue with the Agency for Regulation and Development of the Financial Market. Timeline is longer — typically 15 to 30 business days.

AIFC entity: Submit application to the AIFC Registrar of Companies with constitutional documents, beneficial ownership disclosure, and required identity documentation for all shareholders and directors. Standard registration timeline is five to ten business days for non-regulated AIFC entities. AFSA-licensed entities require a separate licence application process that runs in parallel with or after entity registration.

How These Rules Have Been Applied

• LLP pre-emption. The Supreme Court’s Normative Resolution No. 2 of 10 July 2008 confirms that a sale in breach of the right gives any participant three months from when it knew or should have known of the sale to claim the buyer’s rights and obligations, and that a claim to invalidate the sale on that ground must fail (paragraph 8; Law, Article 31(7)). The right does not apply to gifts or wills (paragraph 9).
• Dividend tax. The former Tax Code exempted dividends on holdings of more than three years, subject to conditions. On that basis the Ministry of Finance Appeal Commission cancelled a KZT 139.5 million assessment on dividends paid by an LLP to its Dutch parent (act of 25 January 2024). Article 681 of the Tax Code in force from 1 January 2026 does not repeat this exemption, so existing structures should be tested against Article 682 and the applicable treaty.
• AIFC Court. In Ligay v Private Company Hefi Labs Ltd and others (Case No. AIFC-C/CFI/2026/0014, 28 October 2026), the Court applied the AIFC Companies Regulations to a resignation from corporate positions in several AIFC companies. It declared the date on which the resignation took effect and the claimant’s authority ended, and granted related relief concerning the AIFC Public Register.

Bond Stone’s Company Formation Practice

Bond Stone’s Astana office acts on all three structures for investors from China, the Gulf, Europe and the United States. Our company formation practice runs from structure selection and registration through governance, director changes, restructuring and liquidation.

Related reading: Business Formation in Kazakhstan • AIFC Entity Formation • AIFC Kazakhstan Overview • M&A in Kazakhstan • Foreign Investment Kazakhstan