Business entities in Kazakhstan in 2023
Healy Consultants will assist our Clients to establish the optimal business structure in Kazakhstan. There are several ways of doing business in Kazakhstan, the most popular method being to set up a limited liability partnership. Foreign entrepreneurs may also opt to set up a joint stock company, a branch office or a representative office.
The Kazakhstan limited liability partnership (LLP)
- As Kazakh company law does not provide for limited liability companies, the Kazakhstan limited liability partnership is the most common form of legal entity used by foreigners and locals alike to conduct business in the country. Unlike partnerships in most other countries, Kazakh limited partnerships partnerships do not subject their owners to unlimited liability for the partnership’s losses. Using such an entity for Kazakhstan business set-up will therefore not expose our Client’s personal assets to any risk in the event that their business runs into difficulty;
- A Kazakhstan limited liability partnership can be set up by a single partner, who can be of any nationality. Our Client must also i) invest a minimum of US$1 in the partnership’s capital and ii) appoint one director, who must be an individual;
- All legal documents must be translated into either Kazakh – which is the state language of Kazakhstan – or Russian, which is the 2nd official language of the country. All translations also have to be notarized before submission for incorporation.
The Kazakhstan joint stock company (JSC)
- The Kazakhstan joint stock company (JSC) requires a minimum paid-up share capital of US$483,000, and must have at least 1 director who must be a natural person. Only one shareholder of any nationality is required to complete the incorporation process. All incorporation documents must be translated and submitted in Kazakh or Russian and notarized by the nearest Kazakh notary public;
- A Kazakhstan JSC is legally required to submit audited financial statements annually. It also must issue shares to raise funds to support its business activities.
The Kazakhstan branch office
- Foreign companies may establish branch offices in Kazakhstan by appointing a local representative. A branch does not require capital injection from its parent company to commence operations in Kazakhstan. The branch office must maintain a registered office in Kazakhstan.
The Kazakhstan representative office
- While the Kazakhstan representative office can be 100% foreign owned, it is not allowed to make direct sales within Kazakhstan. Consequently, this entity can only engage in i) market research and ii) promoting the business of the parent company.
Table of comparison between Kazakhstan entities
| Limited liability partnership | Joint stock company | Branch office | Representative office | |
|---|---|---|---|---|
| Also known as | LLP | JSC | Branch | Representative office |
| How long to set the company up? | 3 weeks | 8 weeks | 4 weeks | 4 weeks |
| How long to open company bank account? | 4 weeks | 4 weeks | 5 weeks | 5 weeks |
| Legal liability? | Limited | Limited | Limited | Unlimited |
| Wholly foreign owned? | Yes | Yes | Yes | Yes |
| Minimum paid - up share capital? | US$1 | US$483,000 | US$1 | US$1 |
| File annual tax return? | Yes | Yes | Yes | No |
| Tax registration certificate required? | Yes | Yes | Yes | No |
| Recommended corporate bank account? | Halyk Bank | Altyn Bank | Citibank | Sberbank |
| Does our Client need to travel? | No | No | No | No |
| Resident director required? | No | No | No | No |
| Resident shareholder required? | No | No | No | No |
| Minimum directors allowed? | 1 | 1 | 1 | 1 |
| Minimum shareholders? | 1 | 1 | 1 | 1 |
| Tax identification code needed? | Yes | Yes | Yes | No |
| Corporate agent required? | No | No | Yes | No |
| Corporate shareholders allowed? | Yes | Yes | Yes | Yes |
| Corporate director(s) allowed? | No | No | No | Yes |
| Statutory audit required? | No | Yes | No | No |
| Kazakhstan corporate tax rate? | 20% | 20% | 20% | 0% |
| Annual financial statements required? | Yes | Yes | Yes | No |
| Regulated by? | Ministry of Justice | Ministry of Justice | Ministry of Justice | Ministry of Justice |
| Allowed to issue sales invoices? | Yes | Yes | Yes | No |
| Allowed to sign contracts? | Yes | Yes | Yes | No |
| Allowed to import and export goods? | Yes | Yes | Yes | No |
| Can rent an office space in Kazakhstan? | Yes | Yes | Yes | Yes |
| Can buy Kazakhstan property? | Yes | Yes | Yes | No |
| Total Kazakhstan business setup costs in yr. 1? | US$13,220 | US$14,550 | US$14,700 | US$13,550 |
| Subsequent annual costs (incl. accounting and tax fee)? | US$3,400 | US$3,400 | US$3,400 | US$3,400 |
| Sample engagement invoice | View invoice PDF | View invoice PDF | View invoice PDF | View invoice PDF |
