Legal Considerations for Foreign Investors and
Businesses in Kazakhstan ​​

Foreign investors may own 100% of the shares/interests in the charter capital of Kazakh legal entities, subject to certain sector-specific exceptions. In particular, there could be limits on foreign participation (control) in certain industries, such as airlines established in the form of a joint-stock company.

PwC Kazakhstan Legal Team provides comprehensive support for market entry, including guidance on foreign ownership restrictions, assistance with subsidiary incorporation, and post-registration legal services in Kazakhstan.

In Kazakhstan, the principal vehicles used for subsidiary formation include a limited liability partnership and a joint stock company established on the mainland. Within the Astana International Financial Center, the most common options are a private company and a public company.

Choosing the optimal structure depends on a range of considerations, including the complexity of the incorporation process, minimum charter capital thresholds, eligibility for state incentives, and regulatory requirements such as disclosure obligations, governance composition, and work permit rules.

PwC Kazakhstan Legal Team delivers comprehensive support in selecting the most appropriate legal structure for your subsidiary and provides end-to-end assistance throughout incorporation and post-incorporation stages.

The AIFC is a designated area within Astana operating under a special legal regime established by the Constitutional Law on the AIFC. Its legal framework often based on English law principles. English is the official language of the AIFC.

Participation requires incorporating a subsidiary that meets AIFC criteria or, in limited cases, recognition. Financial and Consulting Services require AIFC licensing. Redomiciliation is generally available. Multiple entity forms are permitted, and there is no minimum capital except for licensed financial activities. The AIFC Court has exclusive civil jurisdiction over AIFC-related disputes, complemented by the International Arbitration Centre.

Foreign employees of AIFC participants benefit from visas of up to five years and are exempt from Kazakhstan work permits. AIFC participants may contract in foreign currency without currency contract registration.

Until 1 January 2066, significant tax incentives apply, including CIT and VAT exemptions for specified Financial Services, as well as CIT and PIT exemptions on income received from profits from sale of securities listed on the official list of the Astana International Exchange (AIX), the sale of shares or stakes in the capital of AIFC participants that are legal entities registered under the AIFC law.

PwC Kazakhstan Legal Team has the expertise and resources to assist investors with matters related to AIFC regulations.

When planning M&A or joint venture deals in Kazakhstan, parties should assess several Kazakhstan law factors before execution. In some cases, Kazakhstan law should govern the transaction documents.

Moreover, Kazakhstan laws may be unfamiliar or not fully developed for sophisticated deal mechanics, which can complicate the use of tools such as representations and warranties, conditions precedent, indemnities, voting and board arrangements, control over CEO appointments, profit distribution rules, waivers, non-compete undertakings, deadlock mechanisms, put and call options, and drag-along/tag-along rights. Engaging experienced legal advisors is therefore critical.

Kazakhstan laws also impose approval requirements for M&A transactions, including antimonopoly clearance for economic concentrations and consents for acquiring stakes in subsurface use companies, etc. Transactions can be further affected by pre-emptive rights, mandatory tender offers, prior consents, and other procedural steps.

PwC Kazakhstan Legal Team offers end-to-end legal support for M&A and JV matters, including legal due diligence, structuring, and transaction support, as well as assistance in obtaining required state approvals.

Investors operating in Kazakhstan should ensure their day-to-day activities are fully aligned with the country’s regulatory requirements.

Kazakhstan’s legal system remains comparatively young and continues to evolve quickly. In recent years, state authorities have intensified oversight and enforcement, resulting in stricter expectations for compliance. Against this backdrop, proactive compliance is essential not only to mitigate regulatory risk but also to safeguard business continuity and reputation.

Particular focus should be placed on adhering to local rules across key domains of law. These include:

• Corporate governance and corporate housekeeping requirements.
• Licensing and permitting obligations relevant to ongoing operations.
• Infrastructure-related rules that may affect facilities, asset deployment, and public utilities.
• Investment regulations that govern incentives, protections, and reporting.
• Intellectual property protection, registration, and enforcement.
• Competition and antimonopoly requirements, including non-performance of unfair competition activities.
• Employment and labour laws covering hiring, workplace standards, compensation, and termination.

Establishing robust internal policies, maintaining accurate documentation, and conducting regular compliance reviews will help businesses navigate evolving regulatory expectations and address changes promptly.