Best Investment & Business Structuring Lawyers in Kazakhstan

1. About Investment & Business Structuring Law in Kazakhstan

Investment and business structuring law in Kazakhstan governs how companies are formed, funded, and reorganized, as well as how foreign and domestic investments are protected and facilitated. It covers entity types, ownership structures, merge and acquisition activities, and the use of investment incentives. The framework integrates corporate law, contract law, and sector-specific regulations to support orderly growth of business operations.

The governing framework relies on the Civil Code, general corporate and contract rules, and the Law on Investments along with sectoral statutes. The government also provides formal channels for investment promotion, permissions, and dispute resolution through state bodies and official portals. Investors should consider corporate formation, governance, licensing, and cross-border considerations from the outset. For official texts and updates, see Adilet - Kazakh Legal Information System and Kazakh Invest.

Kazakhstan has actively modernized its investment framework to attract capital and enhance certainty for investors. The state offers incentives and guarantees under the Investment Law, as well as a regulatory environment that supports foreign ownership in many sectors. Practical implications include due diligence on corporate structure, tax planning, and compliance with licensing, currency control, and reporting requirements. For ongoing updates, consult official sources such as Ministry of Finance and Kazakh Invest.

2. Why You May Need a Lawyer

• Setting up a Kazakh multi-member LLC or a Joint Stock Company with a foreign partner. A solicitor can select the optimal entity type, draft a comprehensive charter, and align shareholding structures with tax and regulatory requirements. This reduces the risk of later governance disputes or regulatory challenges.
• Structuring a cross-border investment or joint venture. A legal counsel can draft and review shareholder agreements, transfer pricing methods, and dispute resolution clauses that comply with Kazakh law and international norms. This helps protect your rights and clarifies exit options.
• Securing government incentives or SEZ benefits for a project. A lawyer can prepare incentive applications, assist with eligibility determinations, and document commitments with relevant authorities to avoid delays or misinterpretations.
• Drafting and negotiating investment agreements, asset transfers, and purchase agreements. An attorney ensures enforceability, risk allocation, and compliance with Kazakh contract and corporate law, including disclosure and reporting obligations.
• Navigating licensing, permits, and land use rights for deploying capital projects. Legal counsel helps map licensing requirements, zoning, environmental approvals, and state land access to prevent project stoppages.
• Addressing anti-money laundering, beneficial ownership, and corporate transparency issues. A lawyer can implement compliant structures, documentation, and reporting to satisfy national and international standards.

3. Local Laws Overview

The primary statutes shaping investment and business structuring in Kazakhstan include the Law on Investments, the Civil Code, and the Tax Code. These laws govern investor rights, corporate governance, and tax treatment for resident and non-resident entities alike. Review official texts for the latest amendments at Adilet.

• Law on Investments - Establishes the framework for state support, guarantees, and incentives offered to investors. See official summaries and texts on Adilet and Kazakh Invest portals for current provisions and amendments.
• Civil Code of the Republic of Kazakhstan - Provides the general rules on contracts, corporate governance, and the rights and obligations of participants in commercial actions. It remains the foundation for commercial transactions and restructurings.
• Tax Code of the Republic of Kazakhstan - Sets out corporate income tax, value added tax, and various incentives tied to investment activities. The Tax Code is frequently amended to reflect economic policy changes; current details are available through Ministry of Finance.

Recent regulatory trends include digitization of government services and increased transparency in investment procedures. Investors should stay updated via official channels such as E-Government Portal and Kazakh Invest.

4. Frequently Asked Questions

What is the basic form of business entity used for most Kazakh startups?

Most new local businesses start as a Limited Liability Partnership (LLP) or a Limited Liability Company. LLPs allow flexible management with multiple founders, while LLCs offer clearer share ownership and governance structures.

How do I register a company in Kazakhstan and how long does it take?

Registration is completed through state registries and e-government services. Typical processing takes about 3-5 business days after all documents are submitted correctly.

When do I need to use a lawyer for a cross-border investment project?

Engage a lawyer at the outset when negotiating foreign ownership, cross-border contracts, or incentives. Early legal input helps prevent governance and compliance problems later.

Where can I find official legal texts for investment related acts in Kazakhstan?

Access official texts at Adilet and the Kazakh Invest portal. These sources publish current versions of the Law on Investments, Civil Code, and Tax Code.

Why might I need to pursue government incentives for my project?

Incentives can reduce tax burdens, provide CSR subsidies, or offer preferential land use terms. A lawyer can determine eligibility and handle the application process with the relevant authorities.

Can a foreign investor own a Kazakh business outright?

Yes in most sectors, foreign investors can own 100 percent in many industries. Some sectors have restrictions or require local content or partnerships; verify the rules for your sector with a lawyer.

Should I worry about beneficial ownership and disclosure requirements?

Yes. Kazakh law requires transparent ownership structures and accurate disclosure of beneficial owners. A lawyer can design compliant structures and prepare necessary filings.

Do I need a local partner to own land or operate certain activities?

Land and resource-related activities may involve additional requirements or concessions. A lawyer can assess land rights, leases, and permit regimes for your project.

Is there a cost advantage to using a local law firm versus an international one?

Local firms often offer more cost-effective rates and deeper regulatory familiarity, while international firms may provide cross-border experience. Compare scopes, fees, and track records before engaging.

How long does it take to obtain investment incentives or SEZ status?

Processing times vary by program and authority. Typical timelines range from 1 to 4 months from initial submission to final decision, depending on project complexity.

What should I look for in a shareholder agreement for a Kazakh company?

Ensure clear governance rights, transfer restrictions, pre-emptive rights, dispute resolution, and alignment with the Law on Investments. Include procedures for capital calls and exits.

5. Additional Resources

• Kazakh Invest - Official portal for investment promotion and information about incentives, sector opportunities, and investor support services. Function: information portal and liaison with state bodies for investment projects. Website: invest.gov.kz
• Adilet - Kazakh Legal Information System - Official repository of laws, codes, and regulations. Function: publishes current texts and amendments for reference and compliance. Website: adilet.gov.kz
• E-Government Portal - Central access point for government services including company registration, licensing, and permit applications. Function: streamline regulatory processes for business operations. Website: egov.kz

6. Next Steps

1. Define your investment objective and choose the business structure that aligns with your project and sector requirements. This should include ownership, governance, and exit strategy considerations.
2. Gather all key documents such as passport copies, proof of funds, planned shareholding, and draft charter or articles of association. Prepare a preliminary scope of work for a lawyer.
3. Identify potential law firms or solicitors with experience in investment, corporate, and M&A law in Kazakhstan. Verify their track record on similar projects and sector knowledge.
4. Request a written engagement proposal and fee estimate. Compare hourly rates, retainer arrangements, and milestone-based charges to avoid scope creep.
5. Schedule an initial consultation to discuss project specifics, timelines, and regulatory hurdles. Use this meeting to assess responsiveness and practical advice.
6. Execute a retainer agreement outlining scope, deliverables, confidentiality, and dispute resolution. Establish clear milestones and reporting cadence.
7. Proceed with document drafting, regulatory filings, and negotiations under guidance from your chosen counsel. Review all agreements for compliance with the Investment Law and Tax Code.