Company Formation in Kazakhstan
Service Name
Start
Pro
Elite
Company Name Check and Reservation
Company Formation including Government Fees
Company Secretarial Services for the First Year
Incorporation Documents Package
Registered Office Address for 1 Year
Corporate Bank Account Opening
–
Accounting Services
–
–
Total Cost
€1450
€1950
€2150
Company Formation in Kazakhstan: A Strategic Guide for Business in Central Asia
Kazakhstan, the largest economy in Central Asia, has emerged as a significant hub for international trade and investment. With its vast natural resources, strategic location at the heart of the Eurasian continent, and a government committed to market liberalization, company formation in Kazakhstan presents a compelling opportunity. The country’s strong ties to both the European and Asian markets, coupled with its growing financial and technological sectors, make it an attractive destination for entrepreneurs and corporations. This comprehensive guide will walk you through the entire process, from understanding the core benefits to navigating post-incorporation compliance. Mastering the Kazakh company registration process is a crucial step towards building a successful business in this dynamic region.
Why Choose Kazakhstan for Company Formation?
The most common and popular business structure in Kazakhstan is the Limited Liability Partnership (Товарищество с ограниченной ответственностью, TOO), which is equivalent to a UK LTD. It offers a range of significant advantages that attract a wide variety of businesses.
Favorable Tax Regime: Kazakhstan offers a competitive corporate income tax rate of 20%. However, for businesses in certain sectors or those operating in one of the country’s Special Economic Zones (SEZs), significant tax exemptions and incentives are available. Additionally, a simplified tax regime with lower rates is available for small businesses.
Strategic Location: Located at the heart of the Eurasian continent, Kazakhstan serves as a vital bridge between Europe and Asia. Its membership in the Eurasian Economic Union (EAEU) provides unrestricted access to a market of over 180 million people.
Pro-Business Reforms: The government has made significant efforts to streamline business processes and attract foreign investment. The Astana International Financial Centre (AIFC), a special economic zone with its own legal system based on English common law, offers a highly favorable environment for financial and tech businesses.
Abundant Resources: Kazakhstan is rich in natural resources, making it a key player in energy, mining, and agriculture. The country also has a young, skilled, and multilingual workforce.
Limited Liability Protection: The TOO structure provides shareholders with limited liability, protecting their personal assets from the company’s debts and liabilities.
Pre-Incorporation Checklist: What You Need to Know
Before you initiate the company registration process, several key decisions and preparations are essential.
Choosing a Company Name: The company name must be unique and not be identical to an existing one. It can be in Kazakh, Russian, or a foreign language. A preliminary search can be performed through the e-government portal.
Appointing Directors and Shareholders: A Kazakhstani TOO requires at least one shareholder and one director. There are no residency requirements for shareholders. However, at least one director must have a local presence to sign documents and manage day-to-day operations.
Defining the Registered Office Address: Your company must have a registered office address in Kazakhstan. This is the official location for receiving legal documents and correspondence.
Determining the Share Capital: The minimum share capital for a small business TOO is 0 KZT, while for medium and large businesses, it is 100 KZT (Kazakhstani tenge), a nominal amount. This low barrier to entry makes it highly accessible.
Preparing Legal Documents: The primary legal documents are the Founders’ Agreement and the Company Charter. These documents must be prepared and signed by the founders and notarized.
The Company Formation Process: A Step-by-Step Guide
The Kazakh company incorporation process is managed by the Ministry of Justice and the State Revenue Committee. It has been significantly streamlined and can often be completed digitally.
Obtain a Digital Signature (EDS): All founders and directors must obtain a Kazakhstani Digital Signature (EDS), which is required to use the e-government services for registration.
Submit the Application: The application, along with the notarized founders’ documents, is submitted online through the e-government portal. The process is fully automated for small businesses.
Tax and Statistical Registration: The company is automatically registered with the tax authorities and the statistics agency, and it receives a Business Identification Number (BIN) and Taxpayer Identification Number (TIN).
Awaiting Approval: The system processes the application. The processing time can be as short as 1 business day for online submissions.
Receive the Certificate of Incorporation: Upon approval, the system issues the Certificate of State Registration, which is the official legal document that proves your company’s existence.
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Post-Incorporation Compliance and Obligations
The responsibilities of a Kazakhstani TOO continue after formation. Failure to meet these obligations can result in fines and legal action.
Annual Financial Statements: Companies are required to prepare and file annual financial statements with the tax authorities. These reports must be prepared in accordance with the country’s accounting standards and submitted within a set timeframe each year.
Tax Filings: The company must submit monthly or quarterly VAT returns (if registered for VAT) and an annual corporate income tax return to the tax authorities. Adherence to these deadlines is crucial to avoid significant penalties and audits.
Statistical Reporting: In addition to financial reporting, companies must submit periodic statistical reports to the National Bureau of Statistics, detailing their business activities, number of employees, and economic performance.
Maintenance of Statutory Registers: You must maintain a set of internal registers, including a register of directors, shareholders, and beneficial owners.
Practical Considerations for International Founders
For those based outside Kazakhstan, setting up a company is straightforward but requires careful planning.
Company Tax Residency: A company’s tax residency is determined by where its “place of management” is located. While a Kazakhstani-incorporated company is usually a Kazakhstani tax resident, if its key decisions are made abroad, it may be deemed a tax resident of another country, which can lead to complex tax issues. Professional tax advice is highly recommended to avoid disputes with the tax authorities.
Banking and Fintech Solutions: Opening a business bank account for a newly formed Kazakhstani company can be challenging, particularly if the beneficial owners and directors are non-residents. Banks have strict KYC (Know Your Customer) and due diligence procedures.
The Role of a Professional: While the process is streamlined, engaging a reputable corporate service provider or law firm is crucial to ensure a smooth formation process and ongoing compliance, especially for foreign founders who may not be familiar with the local legal framework and digital signature requirements.
Conclusion
Company formation in Kazakhstan offers a highly strategic and cost-effective pathway for international entrepreneurs and businesses. The combination of a favorable tax regime, a central location in Eurasia, and a pro-business government provides an exceptional platform for global operations. By understanding the straightforward incorporation process and committing to ongoing compliance, you can successfully leverage the power and credibility of a Kazakhstani TOO to achieve your business goals.
FAQ
The most common structure is the Limited Liability Partnership (TOO), which is equivalent to a UK LTD. It is widely used by both local and international businesses due to its flexibility and limited liability protection.
No, there are no residency requirements for shareholders. However, at least one director must have a local presence or a work permit to manage day-to-day operations.
The minimum share capital is nominal. For small businesses, the minimum is 0 KZT, and for medium and large businesses, it's 100 KZT (Kazakhstani tenge), which is a minimal amount.
The process is managed by the Ministry of Justice and the State Revenue Committee. It is highly streamlined, and online submissions can be approved in as little as 1 business day once all documents are prepared.
The standard corporate tax rate is 20%. However, businesses operating in Special Economic Zones (SEZs) or those that qualify for a simplified tax regime can benefit from significant tax exemptions and lower rates.
The AIFC is a special economic zone in Kazakhstan with its own legal system based on English common law. It offers a highly favorable environment for financial, tech, and service businesses, including tax exemptions and a simplified regulatory framework.
Yes, a local bank account is mandatory. You must open a bank account in the company's name to manage financial transactions and for tax purposes.
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