Kazakhstan company registration: Establishment conditions for limited liability companies and branches, Registration procedures and foreign investment access scope

Kazakhstan is located in Central Asia, It is the largest landlocked country in the world, Economy based on oil, natural gas, mining, Mainly coal and agriculture and animal husbandry, Processing industry and light industry are relatively backward. The Ministry of Justice of the Republic of Kazakhstan is a company, Government authorities responsible for registration of enterprises and representative offices, Responsible for reviewing registration documents and deciding whether to issue a registration certificate. The following mainly takes limited liability companies and branches as examples, Introducing the conditions and main procedures for registering a company in Kazakhstan.

Basic conditions and procedures for registering a limited liability company in Kazakhstan

• Registry: Ministry of Justice of the Republic of Kazakhstan and its regional agencies.
• Legal capital composition conditions: Not less than 25% of the registered capital when registering with the state, But not less than the minimum statutory capital.
• Minimum legal capital: 100accounting unit.
• Company establishment documents: Articles of Association and Founding Contract (Two and More Partners).
• Company legal address: The company's location and detailed mailing address must be stated in the establishment document..

Documents necessary for state registration

1. Articles of Association (Russian and Kazakh).
2. Create a contract (for two or more partners).
3. The founder’s resolution regarding the establishment of the company or the minutes of the meeting of all partners.
4. Certificate of legal address of the company.
5. National registration application.
6. Company manager’s tax registration number.
7. Registration fee payment receipt.

Documents that should be supplemented when a foreign legal person registers a limited liability company

1. Certified copy of the foreign legal person’s founding documents.
2. Certified industrial and commercial registration or other documents proving the legal status of the founder of the foreign legal entity.
3. Legal person has paid the certificate issued by the tax authorities of the Republic of Kazakhstan, Proof of non-payment of taxes or other liabilities.

Documents that should be supplemented when a foreign natural person registers a limited liability company

A copy of the foreign natural person’s passport and a notarized translation into Kazan or Russian and other documents that can prove his or her identity..

Time required for registration

• Department of Justice or a regional agency: 15working days.
• tax registration: 10working days.
• Statistical registration: 5working days.
• Registration of foreign economic activities: 3working days.

Basic conditions and procedures for registering a branch (representative office)

• Corporate form: Foreign legal person branch (representative office).
• Registry: Ministry of Justice of the Republic of Kazakhstan and its regional agencies.
• create file: Branch (Representative Office) Articles of Association.
• legal address: Indicate the location of the company (representative office) in the establishment documents.

Documents required for state registration

1. Application completed in the format prescribed by the Ministry of Justice of the Republic of Kazakhstan.
2. The decision to establish a branch (representative office) confirmed by the foreign legal person’s seal.
3. Text of the articles of association of the branch (representative office) confirmed by the foreign legal person, Haven, One copy each in Russian.
4. Legal copy of the Articles of Association and proof of national registration of the legal person.
5. Letter of authorization from the legal person to the person in charge of the branch (representative office).
6. Documents proving the legal person’s payment of state registration fees.
7. Document confirming the location of the branch (representative office).

Registration cost and time required

• Registration fee: 20accounting unit.
• Department of Justice or a regional agency: 15working days.
• tax registration: 10working days.
• Statistical registration: 5working days.
• Registration of foreign economic activities: 3working days.

Note: Chinese legal persons or natural persons who intend to register a company or representative office in Kazakhstan, Relevant documents must be authenticated by the Kazakhstan Embassy in China.. It is best to entrust a local lawyer to register with the Kazakh judicial department..

Advantages of registering a company in Kazakhstan

There are many users who invest in companies registered in Kazakhstan, Many investors who are still considering it want to know the benefits of registering a company in Kazakhstan., From the political situation in Kazakhstan, Consider the natural environment and preferential policies.

1. Kazakhstan is a presidential republic, political stability. In recent years, economic ties with Russia and other CIS countries have been strengthened, politics, Integration of military and other aspects, 2025On January 1, 2020, Russia will, belarus, Armenia and other countries establish the Eurasian Economic Union. The fastest growing economy in Central Asia, Social order is relatively good, Humanistic conditions are also better than other Central Asian countries.
2. From the perspective of GDP and national strength, Kazakhstan has always ranked first among the five Central Asian countries, in recent years, Kazakhstan has become one of the countries with the fastest economic development in the CIS.
3. Kazakhstan is the world’s largest landlocked country, Complex terrain, The territory is mostly plains and lowlands. Kazakhstan has a continental climate, Very rich in natural resources, As of 2014, there are more than 90 proven mineral deposits. coal, iron, copper, lead, Zinc production is abundant, Known as the "Uranium Bank", In addition, the Caspian Sea region is also rich in oil and gas resources..
4. The Kazakhstan government is strengthening macroeconomic control, Actively introduce foreign investment, While focusing on utilizing oil and gas resources and developing mining, Implement "import substitution" policy, Support national industry, Vigorously develop small and medium-sized enterprises, Implementing a series of measures such as free floating exchange rates, Stabilize the macroeconomic situation in Kazakhstan.

Risks of company registration when investing in Kazakhstan

China and Kazakhstan are traditional friendly neighbors, The two countries exchange frequent visits, Close cooperation. Chinese companies invest in Kazakhstan, The main risks faced by registered Kazakhstan companies are concentrated in minerals, Petroleum and other strategic resource areas. Since the Kazakh government is aware of the important role of strategic resources and basic industries, In recent years, it has gradually strengthened its control over.

Kazakhstan’s legal provisions, Kazakhstan enjoys the “right of first refusal” on the transfer of underground resource utilization rights, and enjoy the right to unilateral modification when the transfer may harm national interests., Power to terminate contract etc., This has greatly restricted foreign investment in the resources sector..

Invest in Kazakhstan, Access scope for registering a company in Kazakhstan

Areas where investment is encouraged in Kazakhstan

infrastructure, Processing industry, Astana city project, commercial residential, social field, Tourism items, agricultural projects.

2003The "List of Priority Economic Sectors in Kazakhstan for Attracting Foreign Direct Investment" promulgated in 2005 and the "Kazakhstan Government Resolution No. 633" adopted in 2005 clearly stipulate that the production of building materials, Textile industry, Metallurgy, food production, Oil and gas machinery manufacturing, Tourism and transportation are priority areas for development. At the same time, education will be, health and social services, Leisure, entertainment, cultural and sports activities and other fields are also included in the priority development areas that enjoy preferential policies..

Companies investing in these areas can enjoy exemption from paying property tax for 10 years, land tax, Preferential tax policies such as corporate income tax and value-added tax.

Areas of investment restricted in Kazakhstan

• banking. Kazakhstan still has restrictive regulations on the access of foreign banks, The capital share of foreign banks shall not exceed 25% of the total capital of all domestic banks..
• insurance industry. Kazakhstan regulations, The total capital share of all joint venture non-life insurance companies shall not exceed 25% of the total capital of Kazakhstan’s domestic non-life insurance market; The total capital share of a joint venture life insurance company shall not exceed 50% of the total capital of the life insurance market..
• Mineral investment. Kazakhstan’s 2005 revision of the Minerals Law, When an enterprise is preparing to transfer mineral development rights or sell shares, The Ministry of Energy and Mineral Resources of Kazakhstan (now the Ministry of Petroleum and Gas) has the right to refuse to issue licenses. at the same time, The state not only has priority in purchasing development rights or shares transferred by mineral development companies,, You can also have priority in purchasing development rights or shares transferred by companies that can directly or indirectly influence the decision-making of the company..
• land investment. Kazakhstan’s 2003 Land Code provides that, Kazakh citizens can privately own agricultural land, industrial land, Commercial and residential land, However, foreign natural persons and legal persons can only rent land, And there is a time limit.

Areas of investment prohibited in Kazakhstan

Article 3 of the Investment Law of Kazakhstan: “Unless otherwise provided for by the laws of the Republic of Kazakhstan, Investors have the right to engage in any projects and commercial activities. "That is to say, The current investment environment in Kazakhstan is relatively relaxed, Foreign investment is not explicitly prohibited from entering specific industries., However, it retains the power to establish prohibited areas through legislation, In order to make specific plans based on actual conditions.

Invest in Kazakhstan, Admission form for registering a company in Kazakhstan

Kazakhstan implements a single-track legislative model that is consistent with domestic and foreign investment, Except for certain areas where the proportion of foreign investment is restricted as mentioned above,, There is no hard and fast rule on whether foreign capital must enter the country in the form of a joint venture..

Form of setting up a business

Foreign legal persons or citizens who want to invest or do business in Kazakhstan can apply for three forms of registration according to their needs.: Kazakhstan legal entity, Branch of a foreign company, Representative office. There are many companies specializing in registration services in Kazakhstan, Can provide consultation to investors and handle registration procedures according to investor requirements.

Acceptance agency for registered enterprises

“Resident Service Centers” or competent authorities in various places in Kazakhstan entrusted by the Ministry of Justice are responsible for reviewing registration documents, Issue certificates and decide whether to issue a registration certificate.

at present, There are two main ways to register a company in Kazakhstan to conduct business:: Establish a branch, Establish a subsidiary.

branch

Branches include branches and representative offices. According to the regulations of Kazakhstan, Branches established by foreign enterprises in Kazakhstan do not have independent legal person status, do not own property, No liability for breach of contract, Only engage in activities within the scope of functions in the name of the legal representative of the foreign company, Liability for breach of contract shall be borne by the legal person.

The following must be included in the branch’s articles of association::

1. Branch name and address;
2. Branch operating period;
3. Creation purpose and scope of authorization;
4. Internal management and delegation of duties regulations;
5. Conditions for termination of business activities and procedures for property transfer.

The main differences between a branch and a representative office:

1. Representative offices cannot engage in production and business activities, Contracts can only be signed in the name of the company's legal person, accept goods, Pay cash and complete certain tasks assigned by the company, Protect the company's interests;
2. Entrusted by corporate legal persons, The branch exercises the company's management authority in the area where the branch is located, Responsible for enforcing company rules and regulations, Management procedures and work instruction obligations, Be responsible for the work undertaken. Branch offices may also perform the functions of representative offices.

Subsidiaries

in Kazakhstan, A subsidiary refers to a certain amount of shares controlled by another company or actually controlled by another company in accordance with an agreement., dominant company. It has the qualifications of an independent legal person; own separate property, Company registered name and articles of association; The right to carry out business activities in one’s own name, Engage in various civil activities, Independently bear all consequences and responsibilities caused by the company's actions. But major decisions involving the company's interests, Decisions still have to be made by the parent company. in Kazakhstan, There are two main forms of expression of subsidiaries:: Joint Stock Company (AO) and Limited Liability Partnership (TOO).

joint stock company

definition: A legal entity that issues shares to attract funds needed for business activities. A joint-stock company uses the company's property to be responsible for its debts., Not responsible for debts belonging to shareholders.

The main components of a joint-stock company include:

1. A joint stock company can be established by a natural person or a legal person;
2. Apart from the Government of Kazakhstan, local executive agency, Outside the National Bank, State agencies cannot become company founders or shareholders;
3. The minimum registered capital of an enterprise should not be less than 50,000 monthly accounting base, Approximately US$480,000;
4. The highest body is the general meeting of shareholders; The governing body is the board of directors; The name of the executive agency is determined by the articles of association of the enterprise, Can consist of one or several people;
5. According to the decision of the government and the National Bank, State shares may be transferred by the authorized state agency to another state agency;
6. According to the regulations on accounting settlement and financial accounting of Kazakhstan, The financial accounting of a joint-stock company should include the company's income and expenditure status, Expense and income reporting, Fund flow reports and other content;
7. The executive agency shall submit the financial report of the previous year to the general meeting of shareholders every year for discussion at the meeting., pass;
8. The types of shares issued by the company are divided into ordinary shares, Preferred shares (not exceeding 25% of the total announced shares), gold stocks. Holders of ordinary shares are entitled to participate in general meetings, Have the right to vote, The right to share net income dividends and the right to share property in accordance with legal provisions when the company is cancelled.. Preferred stock holders receive dividends relative to common stock holders, Priority in the distribution of property when the company is dissolved. Gold shares can be issued after approval at the company's founding meeting or general meeting., Gold shares are outside the registered capital, Not participating in dividends. Gold share holders report to the general meeting of shareholders on issues in the company's articles of association, The managers have veto power over decisions made by the executive committee and the executive body. The right of veto of golden shares cannot be transferred.

From January 1, 2010, The minimum registered capital of a joint-stock company is 50,000 monthly accounting base (Note: The monthly accounting base is stipulated in the Kazakhstan State Budget Law for each fiscal year., Currently 1413 tenge), Equivalent to US$480,000.

Limited Liability Partnership (TOO)

According to the provisions of the Kazakhstan Limited Liability Partnership Company Law, A limited liability partnership is a partnership established by one or several founders, Its registered capital is divided into several shares according to the provisions of the founding document.. Participants in a limited liability partnership have no liability for the debts of the company, Instead, they are responsible for the partnership’s operating loss risks in proportion to their investment.. A limited liability partnership is a legal person, The company is responsible for its debts with its own property, No liability for debts of participants.

According to regulations, A limited liability partnership mainly has the following characteristics::

1. Possess civil rights and related rights;
2. The maximum number of participants in a partnership company shall not exceed 100;
3. Complete registration with relevant judicial authorities;
4. The registered capital of a partnership consists of the capital invested by the founders (participants), Not less than 100 monthly accounting base (on the date of registration), Approximately $960 now;
5. Participants may invest no less than 25% of the total registered capital when registering., But it should not be less than the minimum registered capital. It takes no more than one year for all registered capital to be in place;
6. The plan for participants to allocate the company's annual net operating income will be decided at the general meeting at the annual summary;
7. The general meeting of participants is the highest body of the partnership company, In addition, there is an executive agency;
8. Regular general meetings should be held no less than once a year;
9. In order to facilitate the executive agency to monitor the financial operating status of the partnership company, A supervisory committee may be formed by participants or their representatives.

Currently, the largest number of companies in Kazakhstan are limited liability partnerships., Because its registered capital is small, Wide business scope, Strict supervision and simplified equity transfer procedures, Compared to joint stock companies, It is more effective in protecting the company’s legitimate rights and interests, It is a company registration form commonly used by foreign companies to register companies in Kazakhstan..

If you still have questions about registering a company in Kazakhstan, you would like to know, You can comment or send a private message.