LLP registration in Kazakhstan

A limited liability partnership is a legal entity established by one or more persons.

WHO CAN BECOME A FOUNDER OF A LIMITED LIABILITY PARTNERSHIP?

• Citizens of Kazakhstan (individuals)
• Kazakhstani companies (legal entities)
• Foreigners (individuals)
• Foreign companies (legal entities)

The participants of a limited liability partnership are not liable for its obligations and bear the risk of losses associated with the activities of the partnership to the extent of the value of their contributions.

A limited liability partnership is a commercial organization, has civil rights, may in its own name buy, use, and dispose of its property, act in court and make transactions on the basis of its founding documents, and bears obligations related to its activities.

LIST OF DOCUMENTS FOR REGISTRATION OF LLP

(Article 19, paragraph 4 of the Law of the Republic of Kazakhstan “ABOUT LLP”)

1. an application for the establishment of the partnership, signed by a person authorized by the founders to establish the partnership;
2. a receipt or other document confirming the payment to the budget of the registration fee for the state registration of a legal entity (only for large businesses).

According to Article 553 of the Tax Code of the Republic of Kazakhstan, the registration fee rate is 6.5 monthly calculation index (MCI) (23,998 Tenge for 2024). This fee is only levied on large businesses; small and medium-sized businesses are exempted.

IMPORTANT INFORMATION: the mandatory authorized capital for small businesses is 0 tenge, medium-sized businesses – 100 MCI (369,200 tenge for 2024), large businesses – 100 MCI (369,200 tenge for 2024).

List of additional documents:

For individuals. For a foreigner to establish an LLP in Kazakhstan, in addition to the documents (application, receipt for payment of the registration fee) it is necessary to attach a copy of their passport of their country with a notarized translation into Kazakh and Russian languages and a copy of the passport page with a business immigrant visa.

For legal entities. For a foreign company to establish an LLP, it is necessary to provide proof that the company is registered as a legal entity in another country (e.g. extract from the commercial register or company register with a notarized translation into Kazakh and Russian) and a copy of the passport of the founder with a notarized translation into Kazakh and Russian.

C5 business immigrant visa for individuals

It should be taken into account that foreign citizens will not be able to register an LLP without a C5 business immigrant visa. Thus, in accordance with subparagraph 2 of paragraph 2 of Article 40 of the Law of the Republic of Kazakhstan “About population migration”, foreigners who have not received visas for entry as business immigrants are prohibited from being founders and participants of commercial organizations. After obtaining this visa, a foreigner is obliged within 3 months to establish a legal entity in the territory of the Republic of Kazakhstan and contribute the authorized capital. The visa is issued only to adult persons.

Is physical presence required to register an LLP?

A foreigner or a foreign company may not be present in person for registration of an LLP if a notarized power of attorney is issued by the founder with the right to register the LLP on his behalf if the founder has an IIN.

Under this power of attorney, the registration procedure can be carried out by an authorized person on behalf of a foreigner or a foreign company. If the founder does not have an IIN, the personal presence of the person is required to obtain an IIN in Kazakhstan. After obtaining the IIN, a power of attorney can be issued, and the authorized person can carry out the registration of the LLP.

Category of the subject of entrepreneurship

For correct registration and submission of documents, it is necessary to determine the category of a business entity depending on the number of expected employees and income, in accordance with Article 24 of the Entrepreneurial Code of the Republic of Kazakhstan:

• Small business entities: up to 100 employees and annual income up to 300,000 MCI;
• Medium-sized enterprises: from 100 to 250 employees and income from 300,000 MCI to 3 million MCI;
• Large business entities: more than 250 employees and income of more than 3 million MCI. In 2024, 1 MCI is 3,692 tenge.

Company name 

The name can be in Kazakh, Russian or English, and must have correct variants in all three languages.

The name must have a full and short form, for example: Dos Immigration Limited Liability Partnership → Dos Immigration LLP.

There are certain prohibitions in the name of the LLP:

• Prohibition on using names of government agencies or swear words in company names.
• Prohibition on the use of names contrary to law or public morality.
• Prohibition on the use of own names if the name does not belong to the participants and the participants have not obtained permission to use the name from the relevant persons.
• Prohibition of duplication of names of other legal entities. The name must be unique and not be repeated with existing names. The uniqueness of the name can be checked on the e-government website.

Legal address

An LLP can be registered at the residence address of the founder or at the address of a purchased or leased premises or office. This must be the actual address of the LLP’s registered office. A certificate of determination of the address of the property with a Registered Address Code (RAC) may also be requested. This certificate can be obtained from the egov.kz portal. If you are unable to obtain the certificate from the portal, it is likely that this address is not in the database, and you need to select another legal address that is in the database. You may also be asked for property documents (e.g. lease agreement).

Type of activity

Several types of activity can be specified in the company’s Articles of Association, but only one main activity will be specified in the LLP certificate. During registration, the type of activity is designated as “Code of the main type of economic activity“. It is required for statistical reports and tax benefits.

Taxation Mode

Depending on the income and scale of the business, a taxation regime can be chosen. LLPs can operate under the general tax regime (GTR) or choose one of the special tax regimes (STR).

When an LLP is registered, the taxation regime automatically becomes the general tax regime. To switch to the simplified tax regime, a notification of the change of regime must be submitted to the tax office within five days of registration.

The generally established regime presupposes:

• Corporate income tax (CIT) of 20 per cent per annum;
• Income of 24,038 MCI (88,748,296 tenge in 2024);
• No restrictions on types of activities;
• Possibility to have branches.

The simplified regime provides for:

• CIT of 3 per cent per annum;
• Staff of up to 30 persons;
• Revenues up to 24,038 MCI (88,748,296 Tenge in 2024);
• Restrictions on types of activities;
• No branches.
• Not available for foreigners and stateless persons.

STR using a fixed deduction:

• Corporate income tax (CIT) – 20 per cent per annum;
• Staff of up to 50 employees;
• Income up to 144,184 MCI per year (532,327,328 Tenge in 2024);
• No branches;
• There are restrictions on types of activities.

STR for peasant (farming) enterprises:

• CIT with 70% deduction;
• Presence of land plot from 500 to 5,000 hectares (except for beekeepers);
• Not included in VAT accounting;
• Not available for foreigners and stateless persons.

Special retail tax regime:

• Applies only to small and medium-sized businesses;
• Rate of 4% for those who work with individuals (can be reduced to 2% by Maslikhat decision);
• 8% rate for those who work with legal entities (cannot be reduced);
• There are restrictions on types of activities.

Documents for LLP registration:  

To register a Limited Liability Partnership (LLP), the following documents need to be prepared:

– Decision to form an LLP: This document announces the intention to start a company. It contains basic information about the LLP such as the name, address, amount of authorized capital, name of the director and other details. If there are more than one founder of the company, the decision is taken at a meeting where the chairman of the meeting and the secretary are elected, who also sign the protocol on the establishment of the LLP.

– Memorandum of Association: This is a formal document that is entered into when more than one person is involved in setting up an LLP. The memorandum of association defines the procedure for establishing the company, the authorized capital, the distribution of income, and other important conditions necessary to resolve possible disputes between the participants.

– Articles of Association of the LLP: This document contains provisions on the rights and obligations of the participants after the registration of the LLP. For example, the articles of association may contain restrictions on the sale of property, acquisition of vehicles, and other matters. The articles of association can be drafted on your own or with the help of lawyers, or you can use the model articles of association suggested by the Ministry of Justice.

– Decision on appointment of a director of an LLP: A director of an LLP is its official representative and signs documents on behalf of the company. He is appointed by a formal order specifying the date of assumption of office and the term of office.

– Electronic Digital Signature (EDS): EDS is required both for the members of the LLP and for the LLP itself as a legal entity to sign various documents, payment orders, reports to the tax authorities, and other documents. To obtain an EDS, apply online at egov.kz.

Online LLP registration

Online registration of an LLP is available only for residents of the Republic of Kazakhstan. Documents required: Most of the required documents are automatically downloaded from the databases of government agencies. The electronic application requires the completion of an electronic application form.

Steps for self-registration of an LLP:

1. Authorize on the egov.kz portal using EDS.
2. Go to the “Business” tab → “Business Registration and Development” → “Business Registration and Liquidation”.
3. Select “State registration of legal entities, record registration of their branches and representative offices, taking into account the opening of a bank account and compulsory insurance of an employee against accidents in the performance of labor (official) duties” → “Order service online”.
4. Select “State (accounting) registration of a legal entity, branch (representative office)” for medium-sized businesses.
5. Fill in the following fields:

– Form of organization – Legal entity
– Organizational-legal form – Limited Liability Partnership
– Name – in three languages
– IIN of the director, number and date of the decision on his/her appointment
– IIN of the founders, full name, amount of their contribution, as well as shares in the authorized capital in percentage (100%, if the LLP has one participant).
– Information on action on the model statute
– Information on VAT registration
– Legal address and contact details
– Type of activity
– Planned number of employees
– Done.

6. After 15 minutes, update the application status and download the LLP registration certificate in PDF format in Kazakh and Russian languages.

Registration deadlines for an LLP

Issuance of a certificate of state registration (re-registration) of a legal entity – not later than 5 working days from the date of submission of an application with the required documents attached.

On the portal egov.kz – state registration of legal entities – within 1 hour from the moment of application submission.

Opening an account for an LLP

In order to complete the registration of an LLP and commence commercial activities, it is required to open a bank account and apply to an insurance company to protect its liability as an employer.

Opening a bank account is done by submitting an application to the bank by the founders of the company, with a certificate of registration of the legal entity, the original and a copy of the charter, and a passport.

To apply to an insurance company, it is necessary to submit the charter and staffing table. A corresponding application must be submitted at the insurer’s office.