Registration of Legal Entities

State registration of legal entities and registration of branches and representative offices

Pursuant to the Law of the Republic of Kazakhstan dated April 17, 1995 No. 2198 "On Registration of Legal Entities", state registration of legal entities, branches, and representative offices include:

1) check-up of the documents submitted for state registration against the requirements of the laws of the Republic of Kazakhstan;

2) Issuance of the certificate of state registration with business identification number; and

3) Enter information about legal entities in the National Register of Business Identification Numbers.

Any and all entities that are set up on the territory of the Republic of Kazakhstan for any purposes, activities, type of business, composition of participants (members) should be registered with the state justice authorities.

Branches and representative offices of legal entities in the territory of the Republic of Kazakhstan are should be registered too but they do not acquire legal personality.

The judicial state authorities should register setting up of non-profit legal entities as well as their branches and representative offices.

A special government corporation "Government for Citizens" register creation of the commercial legal entities and their branches and representative offices through the Public Service Centers (registration authorities).

In order to set up a legal entity, an application is filed with the registration authority in the established form up in Kazakh and Russian in two copies. A receipt on payment of a state fee is required for the registration of a large-scale limited liability partnership or a joint-stock company. The constituent or foundation documents are required for the registration of a joint-stock company or government companies.

A notarized charter (By-Laws) in Kazakh and Russian languages is to be filed in order to register a joint stock company.

Types of legal entities

Under Article 34, the Civil Code of the Republic of Kazakhstan, a legal entity can be commercial, implying that it mainly aims to pursuit of profit among its activities or non-commercial implying that it does not aim to the profit pursuit and does not distribute among the participants the net income received.

A commercial legal entity can be created in form of a state enterprise, a business partnership, a joint-stock company, or a production cooperative.

A non-commercial legal entity can be created in the form of an institution, a public association, a joint-stock company, a consumer cooperative, a foundation, a religious association and in any other form provided for by legislative acts.

A non-commercial organization can carry out entrepreneurial activity only insofar as it complies with its statutory goals.

The most common organizational and legal form of a legal entity is a limited liability partnership (LLP) and a joint-stock company (JSC).

Business categories

The following groups can be recognized as business entities: citizens, Candace (ethnic Kazakhs who have immigrated to Kazakhstan) and non-state commercial legal entities that carry out entrepreneurial activity (subjects of private entrepreneurship), state-owned enterprises (state business entities).

A physical person -  business entity is registered as a sole proprietor pursuant to the procedure provided for by the Entrepreneurial Code of the Republic of Kazakhstan.

A legal entity – business entity may be established in the legal form provided for by the Civil Code of the Republic of Kazakhstan.

 All business entities are categorized by the average annual number of employees and average annual income as the following groups:

• Small business entities, including microenterprise entities;
• Medium-sized businesses;
• Subjects of large business.

Small business entities shall mean sole proprietors that do not establish a legal entity or legal entities that carry out business activity, with an average annual number of employees of no more than one hundred people and an average annual income of no more than 300,000 times the monthly calculation index (KZT 3450 for 2023).

Microenterprise entities shall imply small business entities that carry on on private business having an average annual number of employees of no more than fifteen people or an average annual income of no more than 30,000 times the MCI.

If sole proprietors and legal entities carry out one of the following activities, they cannot be, by default, categorized as small-business entities and microenterprises:

1. Trafficking of narcotic drugs, psychotropic substances and precursors;
2. Production and (or) wholesale sale of excisable products;
3. Grain storage activities at grain receiving points;
4. Lotteries;
5. Gambling business activities;
6. Circulation of radioactive materials;
7. Banking activities (or certain types of banking operations) and activities in the insurance market (except for the activities of an insurance agent);
8. audit activity;
9. professional activity in the securities market;
10. credit bureaus business;
11. security business;
12. circulation of civilian and service weapons and ammunition.

If business entities carry out one of the above, then, they, by default, fall under the medium-sized business entities, and in certain cases established by law - to large-scale businesses.

Business entities that carry out business activity fall under they medium-sized business entities if they cannot be categorized as small and large business entities categories.

Business persons and legal entities which are categorized as large business entities, if their average annual staff number is more than two hundred and fifty people and (or) the average annual turnover is more than three million times the monthly calculation index established by the law on the republican budget and effective on January 1 of the corresponding financial year.

Register of reliable business partners

A register of reliable business partners must ben order to provide business entities and other persons with information on reliability and good fair practice of Kazakhstan business partners, the National Chamber of Entrepreneurs of the Republic of Kazakhstan compiles and maintains.

Registration of small business entities

In order to register a small business entity, the founder (founders) shall file with the registering body a notice on the commencement of entrepreneurial activity in the form established by the Ministry of Justice of the Republic of Kazakhstan.

Registration of a small business entity can be done also online via lodging an electronic notice on the site of the "electronic government".

There is no need to submit charters (by-laws) for registration of small business entities and their branches and representative offices.

Small business entities with foreign shareholding are registered subject to the  submission of the following document along with the application form:

• a copy of a legalized extract from the commercial register or other legalized document to certify that the founder is a foreign legal entity is a legal entity under the legislation of a foreign state, with a notarized translation into Kazakh and Russian;
• a copy of the passport or other identity document of the founder-foreigner, with a notarized translation into Kazakh and Russian.

Registration of medium and large business entities

Medium and large business entity, except for the persons who do not have identification numbers according to the Law of the Republic of Kazakhstan "On National Registers of identification Numbers are registered subject to the submission of the following documents along with the  application form:

• a copy of a legalized extract from the commercial register or other legalized document certifying that the founder is a foreign legal entity is a legal entity under the legislation of a foreign state, with a notarized translation into Kazakh and Russian;
• a copy of the passport or other identity document of the foreign person - founder, with a notarized translation into Kazakh and Russian.

Besides this, the following documents should be submitted for the registration of joint-stock company and limited liability partnership:

1) Joint Stock Company:

• Articles of association, except for cases, when the JSC is carrying out business based on the standard charter;
• Minutes of the general meeting of shareholders, or the decision of the sole participant;
• A receipt or other document on state fee payment to the budget for the state registration of legal entities and the registration of branches and representative offices of a non-profit joint-stock company, or a document on payment to the State Corporation "Government for Citizens" if the applicant is a large business entity.
• A prior approval/consent of the Antimonopoly Agency is required , in case of a registration of a business entity which fall under one of the below business categories:
• a dominant market entity. It implies that has a dominant position in the relevant commodity market;
• state-owned enterprises, i.e. legal entities, more than fifty percent of whose shares (participation shares in the authorized capital) belong to the state, and their affiliated persons who will carry out their activities on the territory of the Republic of Kazakhstan, except for the following cases when the laws of the Republic of Kazakhstan directly provide for the creation.

2) Limited Liability Partnership:

• a document on payment of a state fee to the State Corporation "Government for Citizens" in case of a large business entity registration.

In accordance with the tax legislation, the rate of the state fee for state registration (re-registration), state registration of termination of the activities of legal entities (including during reorganization in cases provided for by the legislation of the Republic of Kazakhstan), registration (re-registration), de-registration of their branches and representative offices, with the exception of commercial organizations is 6.5 fold f monthly assessment index.

The amount of the monthly assessment index from January 1, 2023 is KZT 3,450 (three thousand four hundred and fifty) tenge.