Establishment of the company in Kazakhstan

The LLC (Limited Liability Company) is the most popular type of company for doing business in Kazakhstan.

In most cases, we recommend establishing an LLC rather than a JV or representative office in Kazakhstan. The LLC is much easier to establish, manage and legally support.

As in any other country, incorporation of the LLC in Kazakhstan has its peculiarities:

1) If the shareholders are foreign natural persons, they must obtain a Business visa and enter Kazakhstan with such visa. If the company is established by a foreign shareholder who has not obtained a Business visa, the company may be declared invalid at any time*.

2) If a foreign citizen is to be appointed to the position of director, he/she must first obtain a Labor visa and enter Kazakhstan on a Labor visa*.

3) The personal visit of the shareholders (if they are foreign natural persons) to Kazakhstan is required for a few days.

4) The "mailbox" service is not very popular and it is better to look for an office for the company.

5) The nominee service is rarely offered.

*Visas must be obtained from the Kazakh consulate in the country of permanent residence of the applicant. Due to the specific list of documents required for the visa to Kazakhstan, the services of lawyers are strongly recommended to collect some of these documents.

The procedure of establishing a LLC in Kazakhstan varies according to the following conditions: is the shareholder either a natural or legal person, is the director a citizen of Kazakhstan or a foreigner. You can find any of these compositions further:

1.  Shareholder: а foreign individual citizen (for example, from Germany) & Director - German citizen:

1.1.   Visa for shareholders (gives the right to a foreign citizen to be a founder in a legal entity face on the territory of the Republic of Kazakhstan. Currently, visas of this category are issued for up to 90 days (period of stay on the territory of the Republic of Kazakhstan up to 30 days), ubsequent extension to 1 year (no more than 30 days at each entry):

1.1.1.The applicant (shareholder) shall provide the lawyers with an apostilled copy of the passport (ID). This copy of the passport shall be translated into Russian and Kazakh and notarised. On the basis of this document and additional information, Kazakh lawyers obtain (register) the invitation for the applicant. This usually takes up to 30 days. All the work is done by the lawyers.

1.1.2.Meanwhile lawyers from the country of the shareholders’ residency (we assume, Germany) prepare and collect other documents required for the visa:

1.1.2.1.1.                 Foto.

1.1.2.1.2.                 Invitation from the Kazakhstan company.

1.1.2.1.3.                 Medical certificate drom the doctor.

1.1.2.1.4.                 Medical insurance.

1.1.2.1.5.                 Certificate of good conduct.

1.1.2.1.6.                 Certificate confirming the presence or absence of a prohibition on the exercise of commercial activity.

Visa is usually issued within 1 week from the date of application at the consulate. However, the preparation and collection of all documents may take 1-2 months.

1.2.   Visa for director:

1.2.1.The applicant (director) shall provide the lawyers and further consulate with an apostilled copy of the passport (ID). This copy of the passport must be translated into Russian and Kazakh and notarised.

1.2.2.The applicant must obtain a individual tax number in Kazakhstan (procedure should be available from the consulate).

1.2.3.The company shall issue the invitation.

1.2.4.Meanwhile lawyers from the country of the directors’ residency (we assume, Germany) prepare and collect other documents required for the visa:

1.2.4.1.1.                 Foto.

1.2.4.1.2.                 Certificate of good conduct.

The work permit is not required for the foreign director if he or she is a shareholder of the company.

1.3.   Personal visit to Kazakhstan: is required for the shareholder for 1 day (we reccommend to take a few days).

1.4.   Incorporation of the company in Kazakhstan:

1.4.1.During the visit of the Kazakhstan the shareholder shall:

1.4.1.1.            Obtain an individual tax number in Kazakhstan (if not obtained at the consulate). For that purpose an apostilled copy of the passport (ID) translated into Russian and Kazakh and certified by a notary is required.

1.4.1.2.            Sign and submit the following documents for company registration in Kazakhstan:

1.4.1.2.1.                 Decision on the creation and registration of a LLC.

1.4.1.2.2.                 Charter.

1.4.1.2.3.                 Order for the director.

1.4.1.2.4.                 An apostilled copy of the shareholder’s passport, with a notarized translation into Russian and Kazakh languages.

1.4.1.2.5.                 An apostilled copy of the director’s passport, with a notarized translation into Russian and Kazakh languages.

1.4.1.2.6.                 A copy of the apostilled power of attorney of the shareholder with a notarised translation into Russian and Kazakh for a lawyer in the Republic of Kazakhstan to open an LLC.

1.4.1.2.7.                 A copy of the director’s apostilled power of attorney, with a notarized translation into Russian and Kazakh, for submission of information about it to the authorized body as future director of the LLC, obtaining an EDS (electronic digital signature) of the director and EDS of LLC, obtaining a seal;

1.4.1.2.8.                 Copy of Business visa of the shareholder.

1.4.1.2.9.                 Copy of Labour visa of the director.

1.4.1.2.10.              Shareholder’s individual tax number in Kazakhstan.

1.4.1.2.11.              Director’s individual tax number in Kazakhstan.

All necessary documents will be prepared by the Kazakh lawyers.

The period for LLC registration from the moment of submission of all necessary documents is 1 working day.

Production of the stamp will take 1 business day. After registration of the LLC and production of the stamp, director can submit documents to open a bank account.

Only director personally may apply for the opennung the bank account. The openning bank account in Kazakhstan usually takes 1 (one) day.

2.  Shareholder: а foreign legal entity (for example, German company) & Director - German citizen:

2.1.   BIN (business indentification number): shall be obtained by the shareholder (legal entity).

2.1.1.For that purpose the director of the shareholder shall obtain the individual tax number in Kazakhstan (procedure should be available from the consulate). The applicant (director) shall provide the lawyers and further consulate with an apostilled copy of the passport (ID). This copy of the passport must be translated into Russian and Kazakh and notarised.

2.1.2.Meanwhile the shareholder (legal entity) shall submit:

2.1.2.1.            A copy of an apostilled extract from the company (trade) register (Handelsregisterausyug) or other legalized document certifying that the shareholder is a foreign legal entity under the laws of a foreign state,  - with notarized translation into Kazakh and Russian languages.

2.1.2.2.            Copies of apostilled constituent documents (charter, certificate of registration as a legal entity, certificate of tax registration in the country of residence; document confirming authority the first manager, a document containing information about the beneficial owner, other documents depending on the specifics of registration) of shareholder (legal entity).

2.1.2.3.            Apostilled copy of the passport of the director of the shareholder with a notarized translation into Russian and Kazakh languages.

2.1.2.4.            The individual tax number of the director of the shareholder (German company).

2.2.   Visa for director:

2.2.1.The applicant (director) shall provide the lawyers and further consulate with an apostilled copy of the passport (ID). This copy of the passport must be translated into Russian and Kazakh and notarised.

2.2.2.The applicant must obtain a individual tax number in Kazakhstan (procedure should be available from the consulate).

2.2.3.The company shall issue the invitation.

2.2.4.Meanwhile lawyers from the country of the directors’ residency (we assume, Germany) prepare and collect other documents required for the visa:

2.2.4.1.            Foto.

2.2.4.2.            Certificate of good conduct.

Work permit for director may be required in such a case.

2.3.   Incorporation of the company in Kazakhstan:

2.3.1.Either the director of the shareholder (German company) on the basis of the shareholders' resolution (of the German company) or the Kazakh lawyer on the basis of the power of attorney (notarised and with apostille) shall sign and submit the following documents:

2.3.1.1.1.                 Decision on the creation and registration of a LLC.

2.3.1.1.2.                 Charter.

2.3.1.1.3.                 Order for the director.

2.3.1.1.4.                 A copy of an apostilled extract from the company (trade) register (Handelsregisterausyug) or other legalized document certifying that the shareholder is a foreign legal entity under the laws of a foreign state,  - with notarized translation into Kazakh and Russian languages.

2.3.1.1.5.                 Copies of apostilled constituent documents (charter, certificate of registration as a legal entity, certificate of tax registration in the country of residence; document confirming authority the first manager, a document containing information about the beneficial owner, other documents depending on the specifics of registration) of shareholder (legal entity). documents depending on the specifics of registrationAn apostilled copy of the director’s passport, with a notarized translation into Russian and Kazakh languages.

2.3.1.1.6.                 BIN of the shareholder (a German legal entity).

2.3.1.1.7.                 Apostilled copy of the passport of the director of the shareholder with a notarized translation into Russian and Kazakh languages.

2.3.1.1.8.                 The individual tax number of the director of the shareholder (German company).

2.3.1.1.9.                 A copy of the apostilled power of attorney of the shareholder with a notarised translation into Russian and Kazakh for a lawyer in the Republic of Kazakhstan to open an LLC.

2.3.1.1.10.              A copy of the director’s apostilled power of attorney, with a notarized translation into Russian and Kazakh, for submission of information about it to the authorized body as future director of the LLC, obtaining an EDS (electronic digital signature) of the director and EDS of LLC, obtaining a seal.

2.3.1.1.11.              Copy of Labour visa of the director.

2.3.1.1.12.              Director’s individual tax number in Kazakhstan.

All necessary documents will be prepared by the Kazakh lawyers.

The period for LLC registration from the moment of submission of all necessary documents is 1 working day.

Production of the stamp will take 1 business day. After registration of the LLC and production of the stamp, director can submit documents to open a bank account.

Only director personally may apply for the opennung the bank account. The openning bank account in Kazakhstan usually takes 1 (one) day.

Note: A shareholder of the LLC (with 100% of shares) cannot be a legal entity that also has one shareholder.

3.  Shareholder: а foreign individual citizen (for example, from Germany) & Director  itizen of the Republic of Kazakhstan:

3.1.   Visa for shareholders (gives the right to a foreign citizen to be a founder in a legal entity face on the territory of the Republic of Kazakhstan. Currently, visas of this category are issued for up to 90 days (period of stay on the territory of the Republic of Kazakhstan up to 30 days), ubsequent extension to 1 year (no more than 30 days at each entry):

3.1.1.The applicant (shareholder) shall provide the lawyers with an apostilled copy of the passport (ID). This copy of the passport shall be translated into Russian and Kazakh and notarised. On the basis of this document and additional information, Kazakh lawyers obtain (register) the invitation for the applicant. This usually takes up to 30 days. All the work is done by the lawyers.

3.1.2.Meanwhile lawyers from the country of the shareholders’ residency (we assume, Germany) prepare and collect other documents required for the visa:

3.1.2.1.            Foto.

3.1.2.2.            Invitation from the Kazakhstan company.

3.1.2.3.            Medical certificate drom the doctor.

3.1.2.4.            Medical insurance.

3.1.2.5.            Certificate of good conduct.

3.1.2.6.            Certificate confirming the presence or absence of a prohibition on the exercise of commercial activity.

Visa is usually issued within 1 week from the date of application at the consulate. However, the preparation and collection of all documents may take 1-2 months.

3.2.   For director appointment following documents and data are required:

3.2.1.A copy of the identity card of the director - a citizen of the Republic of Kazakhstan.

3.2.2.EDS (electronic digital signature) of the director - a citizen of the Republic of Kazakhstan.

3.2.3.Signing the order about appointment of the director.

3.3.   Personal visit to Kazakhstan: is required for the shareholder for 1 day (we reccommend to take a few days).

3.4.   Incorporation of the company in Kazakhstan:

3.4.1.During the visit of the Kazakhstan the shareholder shall:

3.4.1.1.            Obtain an individual tax number in Kazakhstan (if not obtained at the consulate). For that purpose an apostilled copy of the passport (ID) translated into Russian and Kazakh and certified by a notary is required.

3.4.1.2.            Sign and submit the following documents for company registration in Kazakhstan:

3.4.1.2.1.                 Decision on the creation and registration of a LLC.

3.4.1.2.2.                 Charter.

3.4.1.2.3.                 Order for the director.

3.4.1.2.4.                 An apostilled copy of the shareholder’s passport, with a notarized translation into Russian and Kazakh languages.

3.4.1.2.5.                 A copy of the director’s passport.

3.4.1.2.6.                 A copy of the apostilled power of attorney of the shareholder with a notarised translation into Russian and Kazakh for a lawyer in the Republic of Kazakhstan to open an LLC.

3.4.1.2.7.                 A copy of the director’s apostilled power of attorney, with a notarized translation into Russian and Kazakh, for submission of information about it to the authorized body as future director of the LLC, obtaining an EDS (electronic digital signature) of the director and EDS of LLC, obtaining a seal;

3.4.1.2.8.                 Copy of Business visa of the shareholder.

3.4.1.2.9.                 Shareholder’s individual tax number in Kazakhstan.

3.4.1.2.10.              Director’s individual tax number in Kazakhstan.

All necessary documents will be prepared by the Kazakh lawyers.

The period for LLC registration from the moment of submission of all necessary documents is 1 working day.

Production of the stamp will take 1 business day. After registration of the LLC and production of the stamp, director can submit documents to open a bank account.

Only director personally may apply for the opennung the bank account. The openning bank account in Kazakhstan usually takes 1 (one) day.