REGISTERING A COMPANY IN KAZAKHSTAN

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June 1998

by Philip H. de Leon
The two main forms of legal organization suitable for foreign companies doing business in Kazakhstan are the partnership and the joint-stock company. Partnerships come in several forms: the full partnership, the kommandit partnership, the limited liability partnership, and the additional liability partnership. The joint-stock company can be either open or closed. The relative advantages of the different organizational forms vary. U.S. companies should consult competent legal counsel before choosing one or another form.

Different Legal Forms
The Kazakhstani Presidential Decree "On Economic Partnerships," of May 2, 1995 defines the various forms of partnerships and joint-stock companies. These forms include:

    Full Partnership: Participants jointly and individually bear liability for its obligations on the basis of all property belonging to them, should the property of the full partnership prove insufficient to meet its obligations.

    Kommandit Partnership: One or more participants bear joint and individual liability for the obligations of the partnership with all their property (full partners). There are also one or more participants whose liability is limited to the sum of their contribution into the charter fund of the partnership (investors), and who do not take part in managing the partnership's business operations.

    Limited Liability Partnership: Participants are not liable for its obligations and only bear the risk of losses connected with the partnership's activity within the limits of their paid contributions.

    Additional Liability Partnership: The participants are liable according to their contributions to the charter fund of the partnership, and if these sums are insufficient, with additional property belonging to them in the amount of a multiple of their payments into the charter fund of the partnership.

    Joint-Stock Company: A partnership whose charter fund is divided into a specific number of shares of equal nominal value. The participants in the company (shareholders) do not answer for its obligations and bear the risk of losses connected with the activity of the company, within the limits of the value of the shares belonging to them.

Documentation
Certain documents are required for registering any partnership or joint-stock company. The documents include:
  • an application, using a format set by the Ministry of Justice, in Kazakh or Russian;
  • a statistics card given by the Department of Statistics;
  • a receipt of payment for registration;
  • a document confirming the address of the legal entity.


Other documents are required for most, but not all, organizational forms. Generally, founders of a company or partnership must produce the charter of association (or analogous foundation document) confirmed by the founders and the foundation agreement (if there is more than one founder, except for full partnerships); alternatively, a notarized copy of the charter may be submitted. Two copies translated into Kazakh or Russian are required. In most cases, a copy of the passport or other document certifying the identity of any foreign partners must be presented, as well, with a notarized translation. A copy of the passport of the Kazakhstani citizen founder is also required.

Except for full partnerships, if one of the founders is a foreign legal entity, a legalized excerpt from the trade register or similar document must be presented which confirms that the foreign partner is a legal entity in its country of origin. A notarized translation in Kazakh or Russian is also required, as are notarized copies of the certificate of state registration and of the statistics card of the Kazakhstani founder.

Other Partnership Documents
A full partnership requires the minutes of the foundation meeting, certified and in an established format. All other partnerships and joint-stock companies require the protocol of the foundation meeting, confirmed in the established order (if the number of founders is more than one, except for kommandit partnerships). This document must be notarized and translated into Kazakh or Russian for joint-stock companies.

The kommandit, limited liability, and additional liability partnerships and joint-stock companies require that if one of the Kazakhstani founders is a state enterprise, an agreement confirming the consent of the State Committee for Property Management of the Republic of Kazakhstan is needed. Limited liability and additional liability partnerships require a bank's confirmation of payment of not less than 25 percent (50 percent for joint-stock companies) of each partner's share capital, as indicated in the foundation documents.

Joint-Stock Companies
Certain documents are only required when registering joint- stock companies:

  • a charter of association confirmed by the founder and a foundation agreement (if number of founders is more than one), both notarized and translated into Kazakh or Russian; two copies of each are required;
  • a copy of the passport of any individual founders from the Kazakhstani side.
For more information on doing business in Kazakhstan, visit BISNIS Online at http://www.mac.doc.gov/bisnis/country/cntasia.htm#Kazakhstan.

Philip H. de Leon works for BISNIS in Washington D.C.

This report is provided courtesy of the Business Information Service for the Newly Independent States (BISNIS)