In light of the current geopolitical landscape and the ongoing impact of anti-Russian sanctions in recent years, Kazakhstan is increasingly capturing the attention of foreign companies as a promising destination for business registration.
The country offers a compelling combination of strategic geographic location, well-developed infrastructure, a high level of digitalization in public services, and a stable banking system. Its straightforward and transparent registration process, coupled with access to a skilled local workforce, makes Kazakhstan an attractive gateway to the regional market. This article outlines the key legal questions that commonly arise when setting up a business in Kazakhstan.
- Can a foreigner register a business in Kazakhstan?
Yes, foreign companies and foreign citizens (including citizens of the EAEU) can register legal entities in Kazakhstan with 100% foreign participation. However, in some sectors of the economy, restrictions on foreign participation have been established, for example, in security activities, in the media, etc.
- What organizational and legal form of a legal entity should be chosen for registering a company in Kazakhstan?
For carrying out entrepreneurial activities, the most common organizational form of a legal entity is a Limited Liability Partnership. Doing business through an LLP is a quick registration procedure, a minimum amount of authorized capital, the ability to open multi-currency bank accounts, the ability to obtain a multiple-entry visa, the ability to manage the LLP remotely by the director, without becoming a tax resident of the Republic of Kazakhstan.
- What is required for registration of a limited liability partnership in Kazakhstan by a foreigner?
To register a limited liability partnership, a foreign citizen must:
- Obtain a business immigrant visa C5 (for citizens of the EAEU, a business immigrant TRP).[1]
- Get IIN.
- Pass fingerprint registration.[2]
- Cross the border of Kazakhstan on the basis of a C5 visa.
To register a limited liability partnership, the founder, a foreign legal entity, must:
- 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 period of a limited liability partnership is one working day in the NAO "State Corporation "Government for Citizens". Limited liability partnerships can be registered by proxy. Detailed information on the registration procedure can be found here .
Specific requirements for C5 visas and TRPs for EAEU nationals
establishing a business in Kazakhstan
The founder of the Company, an individual, is required to obtain a C5 business immigrant visa before registering the LLP, and a citizen of the EAEU country must obtain a business immigrant TRP. The creation of a legal entity, as well as participation in the authorized capital of commercial organizations by joining the list of participants of legal entities, is prohibited for foreigners who have not received a business immigrant entry visa and a temporary residence permit for a business immigrant. [4]A C5 visa can only be obtained upon invitation from a Kazakhstani company. For example, from a law firm that will help you with registration. Citizens from EAEU countries receive a business immigrant TRP on the territory of the Republic of Kazakhstan, that is, only after arriving in Kazakhstan. Details about the business immigrant TRP are here .
- Can a foreign citizen / foreign legal entity buy an already registered company?
Yes, a foreign citizen can buy an already registered company (LLP) in Kazakhstan, but subject to a number of conditions:
- According to the Law of the Republic of Kazakhstan "On Limited Liability Partnerships", a participant in a limited liability partnership may be either a foreign citizen or a legal entity (clause 1, article 3). The purchase is formalized through a share purchase and sale agreement, which is subject to notarization.
- Migration requirements
If a foreign citizen is an individual, he must:
- have a category C5 business immigrant visa or a temporary residence permit (temporary residence permit for business immigrants - for citizens of the EAEU).
- Get IIN.
- Cross the border of the Republic of Kazakhstan.
- Purchase procedure
- Checking the company being acquired (through websites, for example kz );
- Conducting a company audit (not mandatory);
- Obtaining consent from other participants (if more than one participant);
- Notarial registration of the transaction;
- Re-registration of the company in the Public Service Center for a new participant;
- (If necessary) change of director, legal address, notification of the bank, counterparties.
- Can a foreign citizen become a director of a limited liability company with foreign participation? Is it necessary to obtain a work permit for the director?
Yes, a foreign citizen can be appointed as the first director of an LLP. To be appointed as a director, he must obtain an IIN and undergo fingerprint registration. If the company is a 100% LLP with foreign participation, then the director and his two deputies of the LLP do 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.
- Is it possible to obtain an IIN remotely without coming to Kazakhstan?
Yes, from April 1 to 8, 2025, foreign citizens can obtain an IIN at the Embassy of Kazakhstan without coming to Kazakhstan. To obtain an IIN, a notarized translation of the passport into Russian or Kazakh is required. However, despite receiving an IIN and a category C5 visa, a foreign citizen must come to Kazakhstan (cross the border) in order to register an LLP, since when submitting documents for registration through the PSC of the Republic of Kazakhstan, the border crossing of the foreign participant is checked.
- What are the requirements for the legal address of a limited liability partnership?
When registering a limited liability company, the company's legal address is indicated in the constituent documents. The legal address must match the legal address. Since if the company is a VAT payer, there are risks of being deregistered for VAT if the company is not at the registered address.
Moreover, on July 17, 2024, amendments to the Law “On Migration of the Population” came into force, according to which migration services can conduct unscheduled inspections in order to identify violations of migration legislation.
To get out of this situation, in practice, companies that work remotely enter into agreements with providers of legal, personnel and accounting services, who will be legally able to represent the company when checking the legal address by government agencies.[5]
- What are the requirements for the formation of the authorized capital of a limited liability company?
The minimum authorized capital for a small business entity LLP is 100 tenge. Funds from the authorized capital of an LLP can be used for the entrepreneurial activities of the LLP. Therefore, it is better to determine the amount of the authorized capital taking into account the planned financing needs of the company. When opening a bank account, banks pay attention to the size of the authorized capital, especially in an LLP with a foreign element, so the optimal amount of 100 MCI is recommended. [6]100 MCI in 2025 = 393,2000 tenge = 770USD. The authorized capital is not taxed and can be used for the development and expenses of the company until the company begins to receive income. Moreover, if the company plans to open a credit line in the bank in the future, the size of the authorized capital will also matter. Therefore, at the registration stage, it is better to calculate the needs of the business in advance. In any case, the authorized capital can be increased subsequently, but this will require making changes to the constituent documents.
The authorized capital of the LLC must be indicated in tenge. In this case, the transfer of funds can be made in any currency in which the bank account is opened in the name of the LLC. This money can remain in the same currency account. However, on the day of sending money to pay for the authorized capital, it is necessary to convert the amount in tenge that coincides with the declared authorized capital, and on the day of crediting the money, the accountant must correctly reflect the funds received in the balance sheet, taking into account the exchange rate difference.
- What is the procedure for opening a bank account for a limited liability company with foreign participation?
When opening an account for a limited liability partnership with foreign participation, banks conduct a more in-depth check of counterparties. According to the law, in order to open an account, it is necessary to disclose information to the beneficial owner. That is, to actually disclose who is the actual owner of the limited liability partnership, in the case when the founders of the limited liability partnership are a legal entity.
A frequently asked question is whether it is possible to open a bank account for a limited liability company online? In most cases, no, since the presence of the director of the limited liability company or an authorized person is required to sign the documents for opening an account.
Currently, opening a bank account is a complex 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 accounts for transit transactions. That is, when, in fact, the transaction is not connected in any way with activities in Kazakhstan, but serves as a way to avoid sanctions.
If you have created a limited liability company, you have a real office, a business plan, contract agreements in Kazakhstan, that is, confirmation that you intend to do business in Kazakhstan, then there is a high probability that you will be able to open an account.
- What are the basic rules for foreign exchange transactions?
Currency transactions between residents and non-residents are carried out without any restrictions, but subject to certain requirements.
All payments between residents must be made in the national currency, tenge, and all obligations under contracts between residents must also be expressed in tenge.
However, if the LLP has entered into an agreement with a foreign company, then payment under the agreement is possible in foreign currency.
By law, banks are required to notify the National Bank of any foreign exchange transactions carried out, the amount of which is equal to or exceeds USD 50,000. [7]If the amount of the agreement exceeds USD 500,000 in equivalent, then such an agreement will be subject to special monitoring.
All conclusions and proposals reflected in this article are of a purely advisory nature and do not entail obligations for any specific actions by a third party. If you have any questions, please contact (https://wa.me/77715804141, email: Masatbaeva.a@qazlegalconsult.kz ).
Aigerim Massatbayeva,
Legal consultant
law firm Qazlegal Consult
[1]Art. 40 of the Law of the Republic of Kazakhstan “On Population Migration” No. 477-IV ЗРК dated July 22, 2011.
[2]P.5. Resolution of the Government of the Republic of Kazakhstan dated January 31, 2018 No. 36 "On approval of the Rules for conducting fingerprinting 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 representative offices”.
[4]Clause 2, paragraph 2 of Article 40 of the Law of the Republic of Kazakhstan “On Population Migration” dated 04.07.23 No. 15-VIII.
[5] P.1, 2 Art.58-1 of the Law "On Population Migration". The changes come into force on July 17, 2024.
[6] MCI in 2024 = 3692 tenge.
[7]Clause 10 of the Rules for the Implementation of 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 the order of the Deputy Prime Minister - Minister of Finance of the Republic of Kazakhstan dated October 4, 2023 No. 1054. Registered with the Ministry of Justice of the Republic of Kazakhstan on October 5, 2023 No. 33512.
