State registration of legal entities and formal registration of branches and offices
State registration is compulsory for all legal entities set up in the territory of the Republic of Kazakhstan, whatever purposes of establishment, profile activities, and participants (shareholders).
Branches and representative offices located in the territory of Kazakhstan are the structural subdivisions of legal entities, accordingly they must be formally registered with the state registration authorities, but they do not have status of legal personality. (Article 3 of the Law of the Republic of Kazakhstan "On State Registration of Legal Entities and Registration of Branches and Representative Offices" (hereinafter – the "Registration Law").
In order to set up a legal entity, it is necessary first to:
Legal entity forms
A legal entity may be commercial or non-commercial, i.e. a profit-oriented company that seeks to generate incomes as the main goal of its activities (a commercial company) or non-profit company that does not pursue incomes generation and not distributing the net income received among the participants (non-commercial company).
A legal entity - commercial company can be set up in the form of a state enterprise, a business partnership, a joint-stock company or a production cooperative. (paragraphs 1-2 of Article 34 of the Civil Code of the Republic of Kazakhstan).
The most common organizational and legal form of Kazakhstani companies is a limited liability partnership.
Business entities and categories
Citizens, Candace (ethnic Kazakh people, immigrated to Kazakhstan under government programme) and non-governmental commercial legal entities that carry out business activities (private business entities), inter alia, state-owned enterprises (state business entities) are regarded as business entity.
In order to set up a business entity, it is required to decide on a business size category – small, medium or large, i.e. to decide on an estimated average annual number of employees and average annual income of the business entity.
Business entities are categorized as small business, including micro business entities; medium business and large business entities by the number of the average annual number of employees and average annual income:
Category |
Annual number of employees |
Set up a company |
Average annual income (based on monthly assessment index (MCI) of 2024 – KZT 3692) |
Micro business |
Up to 15 |
No |
KZT 110,760,000 (30 000 MCI) |
Small business |
Up to 100 |
No |
KZT 1,107,600,000 (300,000 MCI) |
Medium business |
From 100 to 250 |
Yes |
From KZT 1,107,600,00 to KZT 11,076,000,000 (300,000 – 3,000,000 MCI) |
Large business |
Over 250 |
Yes |
Over KZT KZT 11,076,000,000 (over KZT 11,076,000,000) |
There is no need to pay a state fee for the registration of small and medium business entities, but the fee should be paid and a receipt on payment must be filed in case of registration of a large business entity.
Small business entities, i.e. individual entrepreneurs and legal entities, cannot carry out the following business activities, otherwise, they, by default, are categorized medium and, cases provided by laws, large business entities.
1) trafficking of narcotic drugs, psychotropic substances and precursors;
2) production and (or) wholesale of excisable products;
3) grain storage at grain receiving points;
4) conducting a lottery;
5) gambling;
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) auditing;
9) professional activity in the securities market;
10) credit bureaus;
11) security;
12) circulation of civilian and service weapons and ammunition;
13) digital mining activity of the I subspecies.
Bona fide partners
National Chamber of Entrepreneurs of the Republic of Kazakhstan is in charge of keeping records and maintaining a register of reliable business partners in order to provide business entities and other persons with information on the reliability and bona fide of business partners.
SMALL BUSINESS
In order to register a small business entity with the state registration authorities a founder or founder (founders) shall file a notification on commencement of business activity as per the standard form established by the Ministry of Justice of the Republic of Kazakhstan.
A small business legal entity can be registered by lodging an electronic notification form, which can be filled in on the government electronic website.
There is no need to file articles of association or charter of small business legal entities, their branches and representative offices for the state registration.
Small business legal entities with foreign shareholding, unless otherwise established by international treaties ratified by the Republic of Kazakhstan, must file additionally:
MEDIUM AND LARGE BUSINESS
In order to register medium or large business entities with foreign shareholding, an applicant should additionally file:
In addition, an applicant should file one of the following documents depending on the organizational and legal form of the legal entity:
1) Joint-stock company:
As it is mentioned above, business entities that belong (hold by) to the government or its affiliated companies for more than fifty percent and, that seek to carry out activities in the Republic of Kazakhstan, except for the cases when the establishment of such business entities are expressly provided for by the laws of the Republic of Kazakhstan, decrees of the President of the Republic of Kazakhstan or resolutions of the Government of the Republi/ with the prior consent of the antimonopoly authority.
2) Limited Liability Partnership:
State fee rates:
№ |
Public service |
Payment duty |
Filing offline through registration offices |
Filing online through website of electronic government |
1 |
State registration of legal entities and formal registration of branches and representative offices |
State registration of legal entities: Small and medium – chargeless; Large business – fee to be paid |
KZT 9 885,38 |
KZT 9 699,17 |
2 |
State registration of branches and representative offices |
Chargeable for all categories |
KZT 10 009,51 |
KZT 9 823,31 |
3 |
State deregistration (winding up) of legal entities, branches and representative offices |
Small and medium – chargeless Large business, branches and representative offices - chargeable |
KZT 9 736,41 |
KZT 9 637,10 |