Aigerim Massatbayeva,
Legal advisor
law firm Qazlegal Consult
Due to the geopolitical situation in the region and the consequences of anti-Russian sanctions over the past few years, many foreign companies are considering business registration in Kazakhstan.
Geographically advantageous location, developed infrastructure, high degree of digitalization of public and banking services, simple and quick form of business registration has made Kazakhstan an attractive jurisdiction for business registration in Kazakhstan. There is a fairly high level of qualified specialists here, which makes it easy to hire local employees. During last year many IT companies relocated business to Kazakhstan and became members in the Astana - Hub Technopark, which provides its residents with tax benefits and migration benefits for foreign employees.
In this article are collected and highlighted the main questions that arise during procedure of business registration in Kazakhstan.
- Can a foreigner register a business in Kazakhstan?
Yes, foreign companies and foreign citizens (including citizens of the EAEU) can register a legal entity on the territory of Kazakhstan. It should be noted that in some sectors of the economy there are restrictions on foreign participation, for example, in security activities, in the media, etc.
- What organizational and legal form of legal entity should be chosen to register a company in Kazakhstan?
For carrying out entrepreneurial activities, the most common organizational form of a legal entity is a Limited Liability Partnership (LLP). Doing business through an LLP is an easy registration procedure, a minimum amount of authorized capital, the opportunity to open multi-currency bank accounts, the ability to obtain a multiple-entry visa, the ability to manage the LLP by a director remotely, without becoming a tax resident of Kazakhstan.
- What is required for a foreign citizen to register an LLP in Kazakhstan?
To register an LLP by a foreign citizen, you should:
- Obtain a business immigrant C5 visa (for citizens of the EAEU temporary residence permit for a business immigrant);[1]
- Obtain IIN;
- Undergo fingerprint registration.[2]
To register an LLP by a founder, a foreign legal entity should:
- Provide a notarized copy with an apostille of an extract from the trade register of a legal entity with a notarized translation into Kazakh and Russian.[3]
- Obtain an IIN for a director who is a foreign citizen.
The registration term for an LLP is one working day at the NJSC “State Corporation “Government for Citizens”. Registration of a limited liability partnership can be carried out on the basis of the power of attorney. You can read more about the LLP registration procedure here .
The C5 business-immigrant visa for the founder and temporary residence permit of a business immigrant (for citizens from the EAEU countries)
A foreign citizen willing to be a founder of the Company should obtain a business immigrant visa of category C5 before registering a LLP, and a citizen of an EAEU country should obtain a temporary residence permit of a business immigrant. It is prohibited to create a legal entity, as well as participate in the authorized capital of LLP by becoming members of legal entities for foreigners who have not received an entry visa as a business immigrant and a temporary residence permit for a business immigrant.[4] A C5 visa can be obtained on the basis of invitation from a company, registered in Kazakhstan. For example, from a law firm that will help you with registration. Note than since May 2024 citizens from the EAEU countries have to obtain a temporary residence permit of a business immigrant. Learn more about the temporary residence permit of a business immigrant here .
Benefits for IT companies
For IT Companies. If you are in IT business and your activities fall under the priority activities of the “International Technopark of IT Startups “Astana” Hub ", your Company can receive tax benefits and exemption from obtaining work permits for foreign personnel by becoming a member of " Astana Hub ".
- Can a foreigner become a Director of an LLP with foreign participation? Is it necessary to obtain a work permit for the Director?
Yes, a foreign citizen can be appointed as the Director of an LLP. To be appointed as the Director, he/she should obtain the IIN certificate. If the company is a 100% LLP with foreign participation, then the Director of the LLP does not need to obtain a work permit. It is enough to obtain a multiple-entry work visa of category C3. For citizens of the EAEU, it is necessary to obtain a temporary residence permit for work.
It should be noted that for IT companies, participants in the Astana Hub technology park, a special regime is applied, according to which all foreign employees do not need to obtain work permits; it is enough to simply obtain a C3 work visa or temporary residence permit for work for EAEU citizens. Or employees can work remotely without coming to Kazakhstan, then they do not need to obtain a visa or temporary residence permit.
- What is IIN? Is it possible to obtain an IIN remotely without coming to Kazakhstan?
IIN- Individual identification number (hereinafter - IIN) - is a unique combination of 12 digits, which is formed automatically taking into account the principles of uniqueness and immutability. IIN is required to obtain any digital state services in Kazakhstan.
Yes, beginning from April 13, 2024, foreign citizens can obtain an IIN at the Embassy of the Republic of Kazakhstan without coming to Kazakhstan. To obtain an IIN, a notarized translation of the passport into Russian or Kazakh is required.
- What are the requirements for the legal address of an LLP?
When registering an LLP, the legal address of the company is indicated in the constituent documents. The legal address must correspond to the legal address. Since if the company is a VAT payer, there are risks of deregistration for VAT if the company is not at its registered address.
Moreover, from July 17, 2024, changes to the Law “On Migration” will come into force, according to which migration bodies can conduct unscheduled inspections in order to identify violations of migration legislation.
To overcome situations, in practice, companies that work remotely enter into agreements with providers of legal, personnel and accounting services, who will be able to legally represent the company when checking the legal address by government agencies.[5]
- What are the requirements for the formation of the authorized capital of an LLP?
The minimum amount of authorized capital for a small business LLP is 100 tenge. Funds from the authorized capital of the LLP can be used for the entrepreneurial activities of the LLP. Therefore, it is better to form the amount of authorized capital taking into account the planned financing needs of the company. When you open a bank account, banks pay attention to the size of the authorized capital, especially in LLPs with a foreign participation, therefore the optimal size of 100 MCI is recommended. [6]100 MCI in 2024 = 369,200 tenge = 830USD. The authorized capital is tax-free and can be used for the development and expenses of the company until the company begins to generate income. Therefore, at the registration stage, it is better to calculate the business needs in advance. In any case, the authorized capital may be increased in the future, but this will require changes to the constituent documents.
The authorized capital of the LLP must be indicated in tenge. In this case, the transfer of funds can be carried out in any currency in which a bank account is opened in the name of the LLP. This money can remain in the same foreign currency account. However, on the day of transferring money to pay for the authorized capital, you need to transfer an amount in tenge that matches the declared authorized capital, and on the day the money is credited, the accountant must correctly reflect the funds received in the balance sheet, taking into account exchange rate differences.
- What is the procedure for opening a bank account for an LLP with foreign participation?
Due to the imposing of anti-Russian sanctions, banks carry out a stricter compliance control of an LLP with a foreign participation. According to the law, opening an account requires disclosure of the beneficial owner. In fact, the Client should disclose who is the actual owner of the Company.
Is it possible to open a bank account for an LLP online? No, to open a bank account the Director or a person who will have the first signature and access to the account should come into the bank in person.
Currently, opening a bank account is a difficult issue for newly registered companies. There are quite a lot of refusals (without explanation) to open accounts for non-residents without registering a legal entity in Kazakhstan.
First of all, local banks are not interested in opening accounts for non-residents who use the accounts for transit transactions. That is, when, in fact, the transaction has nothing to do with activities in Kazakhstan, but serves as a way to avoid sanctions.
If you have registered an LLP, you have a real office, a business plan, agreements on contracts in Kazakhstan, that is, confirmation that you intend to do business in Kazakhstan, then there is a high probability that you will open an account.
- What are the basic rules for foreign exchange transactions?
Transactions between residents and non-residents in foreign currency are carried out without any restrictions, but subject to certain requirements.
All payments between residents must be made in the national currency, the tenge, and all obligations under contracts between residents must also be indicated in the tenge.
However, if an LLP has entered into an agreement with a foreign company, then payment under the agreement can be made in foreign currency.
According to the rules, banks are required to notify the National Bank of foreign exchange transactions carried out, the amount of which is equal to or more than 50,000 USD. [7]If the contract amount is more 500,000 USD, then such a contract will be subject to special monitoring.
- How to conclude a labour contract between an LLP and employees?
To formalize an employment relationship with an employee, it is required to conclude a labour contact between an LLP and employee. An employment contract should be also concluded with the Director of the LLP, except if the Director is the sole founder of the LLP. Then a labour contract is not required. In this case, only an order on appointment is issued.
Labor relations between the LLP and the employee are regulated by the Labor Code of the Republic of Kazakhstan, even if the employee works remotely without being in Kazakhstan.
To conclude an employment contract, a foreign employee should
- Get IIN.
- Carry out a fingerprint registration.
- To obtain a work permit, with the exception of citizens of the EAEU, it is enough for them to obtain a temporary residence permit for work.
Note, a work permit to attract foreign employees is also not required for the Director of an LLP and his two deputies for an LLP with 100% foreign participation.
Foreign citizens who work remotely without being on the territory of Kazakhstan do not need to obtain a work permit. Read more about this here.
All conclusions and proposals made in this article are purely advisory and do not entail obligations for a third party to perform any specific actions. If you have any questions, please contact (WhatsApp: +77715804141, email: This email address is being protected from spambots. You need JavaScript enabled to view it.).
[1]Art. 40 of the Law of the Republic of Kazakhstan “On Migration" No. 477-IV ZRK dated July 22, 2011.
[2]Clause 5 of the Resolution of the Government of the Republic of Kazakhstan dated January 31, 2018 No. 36 “On dactyloscopy and genomic registration.”
[3]Art. 6 of the Law of the Republic of Kazakhstan dated April 17, 1995 No. 2198 “On State Registration of Legal Entities and Registration of Branches and Representatives.”
[4]Subclause 2), Clause 2 of Article 40 of the Law of the Republic of Kazakhstan “On Migration,” dated 07/04/23 No. 15-VIII.
[5] Clause 1, 2, Article 58-1 of the Law “On Migration. The changes will come into force on July 17, 2024.
[6] MCI in 2024 = 3692 tenge.
[7]Clause 10 of the Rules for Export-Import Currency Control in the Republic of Kazakhstan, Joint Resolution of the Board of the National Bank of the Republic of Kazakhstan dated September 29, 2023 No. 78 and Order of the Deputy Prime Minister - Minister of Finance of the Republic of Kazakhstan dated October 4, 2023 No. 1054. Registered with the Ministry Justice of the Republic of Kazakhstan October 5, 2023 No. 33512.
