Real Estate & Construction in Central Asia

Land Acquisition & Title Due Diligence

Land ownership and use rights in Central Asia are governed by distinct national frameworks that materially limit foreign ownership of land while permitting long-term land use rights and leasehold structures. In Kazakhstan, land relations are governed by the Land Code of the Republic of Kazakhstan (Law No. 442-II, 2003, as amended), under which foreign nationals and foreign legal entities may own land for development or carrying buildings, but not agricultural, afforestation or frontier-zone land. They, and Kazakhstani entities with foreign participation, may not hold agricultural land under any right, including a lease. A foreign individual without a permanent residence permit may not own housing, though non-residential property is open. Industrial and commercial land plots are available to foreign investors through ownership, long-term lease or joint ventures with Kazakhstani entities.

Bond Stone conducts title due diligence through the State Land Cadastre, verifies encumbrance-free status via the unified rights register, advises on optimal land use right structures for foreign investors, and prepares transaction documents for land acquisition, lease, and sublease arrangements.

Construction & EPC Contracts

Large-scale construction in Central Asia is typically structured under Engineering, Procurement and Construction (EPC) or FIDIC-based contracts between international main contractors and local subcontractors, with state or developer employers. Chinese-backed construction projects frequently use EPC structures with Chinese general contractors and local Kazakhstani or Uzbek subcontractors, with financing from Chinese state-backed banks. Bond Stone has experience advising both Chinese contractor clients and local counterparties on EPC contract negotiation, variation claims, delay and disruption analysis, and defect liability provisions.

In Kazakhstan, construction is regulated by the Construction Code (No. 253-VIII of 9 January 2026), in force since 1 July 2026. In Uzbekistan, design and listed categories of construction work are licensed by the Ministry of Construction and Housing and Communal Services (Law No. ZRU-701, annex). Bond Stone assists foreign contractors in understanding local technical standards, mandatory certification requirements, and construction approval procedures.

Commercial Real Estate & Investment Transactions

Almaty's commercial real estate market — office towers in Esentai Park and Nurly Tau, retail centres, and logistics warehousing — has attracted institutional investors from Russia, the Gulf states, and increasingly, European and Asian funds. Astana's government quarter and expo district have generated significant hotel, office, and mixed-use development. Cross-border acquisition structures typically involve offshore holding companies (historically British Virgin Islands or Cyprus; increasingly AIFC-incorporated SPVs ) owning Kazakhstani LLPs that hold local land use rights and buildings.

Bond Stone advises on acquisition due diligence, SPV structuring, purchase agreement negotiation, mortgage and pledge arrangements, and registration fees and notarisation. We also advise on merger control filings with the Agency for Protection and Development of Competition where a deal meets the thresholds.

Hospitality, Mixed-Use & Special Economic Zones

International hotel brands, serviced apartment operators, and mixed-use developers have increased their presence across Almaty, Astana, and Tashkent. Hotel management agreements, franchise arrangements, and operator licences require structuring under local law while preserving the operational requirements of international flag operators. Kazakhstan's 18 Special Economic Zones — including Almaty Innovation & Financial Zone, Qyzyljar (North Kazakhstan) and Jibek Joly (formerly Chemical Park Taraz) — offer tax preferences, the free customs zone procedure and land from the management company to participants carrying out priority activities.

Bond Stone advises on hotel transaction structures, operator agreements (management contracts, franchise agreements, lease-back arrangements), SEZ eligibility assessments, and applications to a zone's management company and the single coordination centre.

Infrastructure & Public-Private Partnership

Kazakhstan's national infrastructure programme and Uzbekistan's development plans have generated a sustained pipeline of road, rail, logistics, and social infrastructure projects structured under public-private partnership frameworks. In Kazakhstan the PPP Law (No. 379-V of 31 October 2015) governs the award and implementation of PPP contracts. The Law on Concessions of 2006 was repealed by Law No. 172-VIII of 15 March 2025 with effect from 1 January 2025, and the PPP Law has transitional rules for concession projects initiated before that date (Art. 58-1). Uzbekistan introduced its PPP Law in 2019 and has since launched multiple infrastructure projects with international lenders including the EBRD, ADB, and IFC as senior lenders.

Bond Stone advises developers and lenders on concession agreement analysis, government support mechanism review, risk allocation frameworks, and dispute resolution provisions in infrastructure PPP contracts across Kazakhstan and Uzbekistan.

Commercial Real Estate Acquisition — Almaty, Foreign Investor
Advised a foreign investor on the acquisition of a commercial office building in central Almaty, including title due diligence, land use right verification under the Land Code of Kazakhstan, SPV structuring for foreign ownership, seller warranty negotiations, and registration of the transaction with the State Corporation "Government for Citizens".

Chinese EPC Contractor — Construction Project, Kazakhstan
Advised a Chinese construction group on an EPC contract for a processing facility in Kazakhstan, covering FIDIC Yellow Book adaptation to Kazakhstani law, local content obligation compliance, equipment importation and temporary admission customs procedures, and contractor payment security arrangements.

Industrial Park Development — Tashkent Region, Uzbekistan
Advised an international developer on the structuring of an industrial park development project in the Tashkent region of Uzbekistan, including land allocation negotiations with the regional administration, industrial zone leasehold terms, investor agreement structuring with the Ministry of Investments and Foreign Trade, and corporate structuring of the Uzbek project company.

PPP Road Concession — Kazakhstan, Multilateral Lender Documentation
Advised on a public-private partnership road concession project in Kazakhstan, covering concession agreement review under the Law on PPP, government support obligation structuring, lender security documentation required by an EBRD co-financing arrangement, and dispute resolution clause negotiation with the government counterparty.

FIDIC Construction Dispute — Contractor Claim, Kazakhstan
Represented an international contractor in a FIDIC Silver Book dispute arising from delayed employer approvals and variation cost escalation on a large-scale construction project in Kazakhstan. Advised on Engineer's Decision procedure, Dispute Adjudication Board proceedings, and preparation for ICC arbitration.

Can foreign companies own land in Kazakhstan?

Foreign companies may own land in Kazakhstan for development or carrying buildings, but not agricultural, afforestation or frontier-zone land (Land Code, Law No. 442-II, 2003, Article 23). Under Article 24 they, and Kazakhstani entities with foreign participation, may not hold agricultural land under any right, including a lease. Commercial and industrial plots are also accessible through long-term land use rights, leasehold structures, or joint ventures with Kazakhstani entities. Participants in a Special Economic Zone receive plots from the management company without an auction.

What is the difference between an EPC contract and a FIDIC contract in Central Asia?

EPC (Engineering, Procurement and Construction) is a delivery model under which a single contractor assumes full responsibility for design, procurement, and construction. FIDIC refers to a suite of internationally recognised standard form contracts — the Silver Book (EPC/Turnkey), Yellow Book (Plant and Design-Build), and Red Book (Construction) — that are frequently used as the contractual framework for Central Asian projects and then adapted by special conditions to comply with local law, currency, and regulatory requirements.

How should foreign investors structure land use rights for real estate projects in Kazakhstan?

Foreign investors typically access land through: (1) ownership of building land, directly or through a Kazakhstani limited liability partnership (LLP); (2) a registered long-term lease of 5 to 49 years, held directly or by an LLP; or (3) an SPV structure where a Kazakhstani LLP holds the land right and is owned by an AIFC-incorporated holding entity. The optimal structure depends on the project type, location, and holding period.

What permits are required for construction projects in Kazakhstan?

Construction work in Kazakhstan starts on notification to the state architectural and construction control authority, after a positive expert conclusion where required. Contractors must also hold the construction licence for the relevant category, which foreign legal entities may hold directly. Uzbekistan has its own licensing and permitting system, with design and listed construction licences issued by the Ministry of Construction and Housing and Communal Services.

What dispute resolution options are available for construction disputes in Central Asia?

Options include: Kazakhstani or Uzbek specialised economic courts; FIDIC Dispute Adjudication Board (DAB) proceedings where the contract requires pre-arbitration DAB referral; international commercial arbitration under ICC or SIAC rules; and AIFC Court proceedings where parties have agreed to AIFC jurisdiction, offering English-language common law proceedings, with judgments enforced in Kazakhstan on the same terms as Kazakhstani court judgments. For cross-border construction transactions, foreign parties often prefer AIFC Court or international arbitration clauses.

Why Bond Stone for Real Estate & Construction

• Offices in Almaty, Astana, Tashkent, and Bishkek — on-the-ground presence in the key real estate and construction markets of the region
• Experience advising Chinese EPC contractors and investors on construction contracts, equipment importation, and manufacturing partnerships across Kazakhstan and Uzbekistan
• Advice on land ownership restrictions for foreign investors and on structuring land use rights, leasehold, and SPV arrangements
• Established relationships with Kazakhstan's Ministry of Industry and Construction and Uzbekistan's Ministry of Construction and Housing and Communal Services
• Experience with FIDIC, NEC, and bespoke CIS construction contract formats, including Russian-language contract drafting and review
• Track record on PPP and concession transactions in cooperation with multilateral lenders (EBRD, ADB, IFC)
• Bond Stone's partners hold AIFC Legal Adviser status and advise on international real estate holding structures — AIFC SPVs, AFSA-compliant real estate investment structures, and AIFC Court dispute resolution

Advising on a Real Estate or Construction Project in Central Asia?

Bond Stone provides legal advisory on land acquisition, EPC contracts, commercial real estate transactions, PPP structures, and construction dispute resolution across Kazakhstan, Uzbekistan, and Kyrgyzstan.