Establishing Legal Presence In Kazakhstan

Since its independence in 1991 Kazakhstan has been rapidly developing to become a country with a market economy establishing and strengthening its economic and trade ties with foreign countries, encouraging foreign investment, and promoting liberalization of trade. Since the economic life of Kazakhstan keeps changing rapidly, the law is changing, as well, in order to create a favorable climate for foreign investors and to be a good location for business.

Key legislative acts that regulate establishment of business structures in Kazakhstan are the Civil Code of the Republic of Kazakhstan (Civil Code), Entrepreneurship Code, Law on Partnerships with Limited and Additional Liability (LLP Law), Law on Joint Stock Companies (JSC Law), Law on State Registration of Legal Entities and Record Registration of Branch Offices and Representative Offices.

Legal presence of a foreign company in Kazakhstan can be established either through incorporating a separate legal entity or opening of a subdivision in Kazakhstan.

The choice of an organizational legal form depends on what types of activities foreign investors intend to carry out in Kazakhstan. The Kazakhstani legislation provides for a number of forms for organizing business in Kazakhstan. The most common and effective forms of a legal entity are: (i) a limited liability partnership (LLP) and (ii) a joint stock company (JSC).

LLP is a corporate entity established by one or several individuals or legal entities, whether foreign or local, vested with its separate property, rights, and liability. Participants of an LLP are not liable for its obligations and bear the risk of losses associated with the activities of the partnership only to the extent of the amount of their contributions into the LLP's charter capital, except in certain cases.

Pursuant to Article 78 of the Civil Code and Article 23 of the LLP Law, an LLP's charter capital is formed by combining contributions from founders/participants of the LLP. The minimum size of the charter capital, except for subjects of small entrepreneurship, is not to be less than 100 monthly calculation indices (MCI) on the date of submitting documents for state registration of the LLP, which in 2016 constitutes equivalent of approximately U.S. $650. The LLP's charter capital is divided into participation interests, the amounts of which are stipulated in the LLP's foundation documents. The foundation documents include a foundation agreement, where applicable, and...