Registration of Legal Entities

State registration of legal entities and formal registration of branches and offices

State registration is compulsory for all legal entities set up in the territory of the Republic of Kazakhstan, whatever purposes of establishment, profile activities, and participants (shareholders).

Branches and representative offices located in the territory of Kazakhstan are the structural subdivisions of legal entities, accordingly they must be formally registered with the state registration authorities, but they do not have status of legal personality. (Article 3 of the Law of the Republic of Kazakhstan "On State Registration of Legal Entities and Registration of Branches and Representative Offices" (hereinafter – the "Registration Law").

In order to set up a legal entity, it is necessary first to:

• decide on the legal organizational form or organizational legal structure of a business entity to be set up;
• decide on the category of a business entity to be set up;
• when the core activities of a legal entity is provision of financial services, a permit from the National Bank of the Republic of Kazakhstan should be obtained; (Article 6 of the Law on Registration);
• obtain an approval of the antimonopoly agency if a business entity falls under one of the following categories:
• Business entities seeking a dominant or monopolistic position in the relevant commodity market, as well as state-owned enterprises;
• Business entities that belong (hold by) to the government or its affiliated companies for more than fifty percent and, that seek to carry out activities in the Republic of Kazakhstan, except for the cases when the establishment of such business entities are expressly provided for by the laws of the Republic of Kazakhstan, decrees of the President of the Republic of Kazakhstan or resolutions of the Government of the Republic.
• obtain a business immigrant visa "C5"category, if a founder /shareholder of a business entity is a foreign national.
• Pursuant to the Migration Law, foreign nationals cannot set up a business entity or acquire a stock/shareholding without business immigrant visa;
• Other permits due to the type of activity in accordance with the laws of the Republic of Kazakhstan.

Legal entity forms

A legal entity may be commercial or non-commercial, i.e. a profit-oriented company that seeks to generate incomes as the main goal of its activities (a commercial company) or non-profit company that does not pursue incomes generation and not distributing the net income received among the participants (non-commercial company).

A legal entity - commercial company can be set up in the form of a state enterprise, a business partnership, a joint-stock company or a production cooperative. (paragraphs 1-2 of Article 34 of the Civil Code of the Republic of Kazakhstan).

The most common organizational and legal form of Kazakhstani companies is a limited liability partnership.

Business entities and categories

Citizens, Candace (ethnic Kazakh people, immigrated to Kazakhstan under government programme) and non-governmental commercial legal entities that carry out business activities (private business entities), inter alia, state-owned enterprises (state business entities) are regarded as business entity.

In order to set up a business entity, it is required to decide on a business size category – small, medium or large, i.e. to decide on an estimated average annual number of employees and average annual income of the business entity.

Business entities are categorized as small business, including micro business entities; medium business and large business entities by the number of the average annual number of employees and average annual income:

There is no need to pay a state fee for the registration of small and medium business entities, but the fee should be paid and a receipt on payment must be filed in case of registration of a large business entity.

Small business entities, i.e. individual entrepreneurs and legal entities, cannot carry out the following business activities, otherwise, they, by default, are categorized medium and, cases provided by laws, large business entities.

1) trafficking of narcotic drugs, psychotropic substances and precursors;

2) production and (or) wholesale of excisable products;

3) grain storage at grain receiving points;

4) conducting a lottery;

5) gambling;

6) circulation of radioactive materials;

7) banking activities (or certain types of banking operations) and activities in the insurance market (except for the activities of an insurance agent);

8) auditing;

9) professional activity in the securities market;

10) credit bureaus;

11) security;

12) circulation of civilian and service weapons and ammunition;

13) digital mining activity of the I subspecies.

Bona fide partners

National Chamber of Entrepreneurs of the Republic of Kazakhstan is in charge of keeping records and maintaining a register of reliable business partners in order to provide business entities and other persons with information on the reliability and bona fide of business partners.

SMALL BUSINESS

In order to register a small business entity with the state registration authorities a founder or founder (founders) shall file a notification on commencement of business activity as per the standard form established by the Ministry of Justice of the Republic of Kazakhstan.

A small business legal entity can be registered by lodging an electronic notification form, which can be filled in on the government electronic website.

There is no need to file articles of association or charter of small business legal entities, their branches and representative offices for the state registration.

Small business legal entities with foreign shareholding, unless otherwise established by international treaties ratified by the Republic of Kazakhstan, must file additionally:

• a copy of a legalized extract from the commercial register or other legalized document certifying that the founder is a foreign legal entity is a legal entity under the legislation of a foreign state, with a notarized translation into Kazakh Russian languages; and
• a copy of the passport or other identity document of the foreign founder, with a notarized translation into Kazakh and Russian languages.

MEDIUM AND LARGE BUSINESS

In order to register medium or large business entities with foreign shareholding, an applicant should additionally file:

• a copy of a legalized extract from the commercial register or other legalized document certifying that the founder is a foreign legal entity is a legal entity under the legislation of a foreign state, with a notarized translation into Kazakh and Russian;
• a copy of the passport or other identity document of the foreign founder, with a notarized translation into Kazakh and Russian.
• (!) If a founder of a legal entity is an individual – foreign national, pursuant to the article 40 of the Law of the Republic of Kazakhstan dated July 22, 2011 No. 477-IV "On Migration of the population" he or she must obtain a business-immigrant visa C5 category.

In addition, an applicant should file one of the following documents depending on the organizational and legal form of the legal entity:

1) Joint-stock company:

• articles of association, with the exception of a joint-stock company operating on the basis of a standard charter; and
• minutes of the constituent assembly, or the decision of the sole participant;
• a receipt on payment of a state fee for the state registration of a large business entity.

As it is mentioned above, business entities that belong (hold by) to the government or its affiliated companies for more than fifty percent and, that seek to carry out activities in the Republic of Kazakhstan, except for the cases when the establishment of such business entities are expressly provided for by the laws of the Republic of Kazakhstan, decrees of the President of the Republic of Kazakhstan or resolutions of the Government of the Republi/ with the prior consent of the antimonopoly authority.

2) Limited Liability Partnership:

• a receipt on payment of a state fee to the State Corporation "Government for Citizens" for the state registration of a large business company.

State fee rates: