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Doing Business: Establishing a Legal Presence in Kazakhstan

10 June 2016

Establishing a Legal Presence in Kazakhstan

Each legal entity is registered by the government in one step.

State Registration
Kazakhstan uses a one window principal, which means that all documents should be submitted to one registration authority, it could be either the Public Service Centre (TSON) for large cities, or the local divisions of the Ministry of Justice for the other cities or towns. The registration procedure takes up to 11 business days, but in practice it could reach up to 15 business days.

Representative Office and Branch
The following documents should be submitted for registration of a representative office or a branch of a foreign legal entity:

  • An application;
  • Certificate of registration or extract from the trade register certifying that the company is a validly existing legal entity under the legislation of its home country;
  • Copy of the articles of association or equivalent;
  • A document confirming the company’s tax registration number in the country of incorporation;
  • The tax registration number of the manager of the branch or representative office;
  • The corporate resolution to establish the branch or representative office in Kazakhstan;
  • The by-laws of the branch or representative office;
  • The power of attorney for the manager of the branch or representative office;
  • The power of attorney to the representative who conducts the registration;
  • The copy of the branch or representative office manager’s passport;
  • Documents confirming the registered address of the branch or representative office, and
  • Confirmation of the state registration fee payment.

Next, post registration formalities should be done:

  • If necessary, registration as a VAT taxpayer;
  • Obtaining a seal, and
  • Opening of bank accounts.

In practice, the overall process for branches and representative offices takes from three to four weeks from the date the documents are duly submitted to the registration body.

LLC Incorporation
The founder of an LLC should pay a stamp duty of around US $70 and submit the following documents to the registration authorities:

  • An application for LLC incorporation;
  • LLC charter (articles of association);
  • The resolution of a sole shareholder to incorporate the LLC, or the minutes of the meeting of founders with the decision to incorporate LLC;
  • A notarized copy of individuals’ passport who are founding the LLC;
  • When one of the founders is a legal entity, Kazakhstan tax authorities should confirm that such legal entity does not have any outstanding tax liabilities to Kazakhstan, or foreign legal entity does not register as a taxpayer in Kazakhstan;
  • In the case when one founder is foreign legal entity, the document certifying that the founder is a validly existing legal entity under the legislation of its home country. Local founders should submit the notarized copies of their registration documents;
  • A document confirming the founder’s tax registration number in the country of incorporation;
  • Passport copy and the tax registration number of the LLC’s director;
    Documents confirming the LLC’s registered address, and
    Confirmation of the state registration fee payment.

There are also post-registration formalities:

  • registration as a VAT taxpayer when the company turnover exceeds US $330 000 during the previous 12 months;
  • registration of a transaction with the National Bank of Kazakhstan if such a transaction is a capital contribution or payments from foreign shareholders to the company that exceed US $500 000;
  • obtaining a company seal, and
  • opening of bank accounts

In practice, the overall process takes from three to five weeks from the date the documents are duly submitted to the registration body.

JSC Incorporation

The following documents should be submitted for JSC incorporation to the registration authorities:

  • An application for JSC incorporation;
  • JSC charter (articles of association);
  • Founders’ minutes of the meeting concerning the decision to incorporate a JSC;
  • A notarized copy of individuals passport who are founding the JSC;
  • In the case when one of the founders is a legal entity, Kazakhstani tax authorities should confirm that local founders do not have outstanding tax liabilities, or foreign founder does not register him/herself as a taxpayer in Kazakhstan;
  • In the case when one founder is a foreign legal entity, the document certifying that the founder is a validly existing legal entity under the legislation of its home country. Local founders should submit the notarized copies of their registration documents;
  • A copy of the JSC head’s passport and the tax registration number;
  • A document confirming the founders tax registration number in the country of incorporation;
  • Documents confirming the JSC registered address, and
  • Confirmation of the state registration fee payment.

Post registration formalities may include:

  • Registration as a VAT taxpayer in case the company turnover exceeds US$ 330 000 during the previous 12 months;
  • JSC shares registration with the National Bank of Kazakhstan;
  • registration of a transaction with National Bank of Kazakhstan if such a transaction is a capital contribution or payments from foreign shareholders to the company exceed US $500 000;
  • Obtaining a corporate seal, and
  • Opening of bank accounts.

In practice, the overall process takes around 2-3 months from the date the documents are correctly submitted to the registration body.

Issue and Registration of Securities

The Securities Market Act and The Joint Stock Act regulate the Kazakhstan securities market. The National Bank of Kazakhstan is authorized by the government to regulate the activities with respect to the securities market.

Kazakhstan legislation recognizes the following securities, such as derivatives, shares and bonds, securities of foreign issuers, mortgage certificates, warehouse certificates and other types of securities.

The Security Market Act states that securities can be placed only when their issuance has been registered by the National Bank. Shares can be placed in two ways, when the price is determined by the company’s board of directors subscription or is conducted through an auction.

 

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