REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP IN THE REPUBLIC OF KAZAKHSTAN IF THE PARTICIPANT IS A FOREIGN CITIZEN

A limited liability partnership (hereinafter – the “LLP”) is the most common organizational and legal form of doing business in the Republic of Kazakhstan (hereinafter – the “RK”). An LLP is an independent legal entity that can carry out business activities, enter into contracts, open bank accounts, own property, and bear liability for its obligations.

Participants of an LLP are not liable for the LLP’s obligations and bear the risk of losses only within the value of their shares in the charter capital.

1. Participants of an LLP: who can establish a company in the RK

Participants of an LLP in the RK may be:

• citizens of the RK (individuals);
• foreign citizens (individuals);
• legal entities registered in the RK;
• foreign legal entities.

The legislation of the RK does not restrict the participation of foreign individuals and legal entities in establishing an LLP; however, foreign founders must comply with the requirements of migration legislation and complete the registration procedures provided by law.

A foreign citizen may be the sole participant of an LLP and own 100% of the shares in the LLP.

2. Preparatory stage

Before submitting documents for LLP registration, a foreign citizen must complete several mandatory actions:

Step 1. Obtaining an individual identification number (hereinafter – the “IIN”)

The IIN is necessary for the foreign founder for the state registration of the LLP, opening a bank account, obtaining an electronic digital signature (hereinafter – the “EDS”), and using state electronic services.

To obtain an IIN, the following are required:

• a valid foreign passport (if the document does not include the personal data (last name, first name, patronymic (if any), place of birth) in Cyrillic or Latin script, a corresponding notarized translation of the document must be attached);
• an application (completed at the time of application).

Important: currently, an IIN can only be obtained by a foreign citizen through personal application at a Public Service Center (hereinafter – the “PSC”) within the RK. Obtaining an IIN by power of attorney is not permitted.

Step 2. Obtaining an EDS

If the sole participant is simultaneously the director of the LLP and does not plan to visit the RK after the LLP’s registration, it is recommended to arrange for obtaining the EDS in advance, since without it, full management of the company and the use of most state electronic services is not possible. The EDS is necessary for:

• signing documents in state information systems;
• using the e-government portal (eGov.kz);
• submitting tax and statistical reports;
• interacting with state authorities and other organizations electronically.

Important: the EDS is obtained by the director with their personal presence in the RK. To obtain the EDS, the director will need a valid IIN and registration with the National Certification Center of the RK (NCC RK) (https://pki.gov.kz/ru/).

Step 3. Preparing migration documents

In accordance with the Law of the RK “On Population Migration”, foreign citizens registering an LLP or joining its participants must have the right to register a business in the RK. Such a document is:

• a category C5 business immigrant visa; or
• a temporary residence permit (hereinafter – the “TRP”) as a business immigrant, if it is issued instead of a visa.

Important: the absence of a business immigrant visa (or the corresponding TRP) is grounds for refusal of LLP registration if the foreign citizen is required to have such a document. When submitting registration documents, it is recommended to attach a copy of the visa or TRP together with the passport.

Step 4. Issuing a power of attorney to a representative

If the foreign founder does not plan to handle the LLP registration independently, they may authorize a representative to carry out the necessary legal actions. For this purpose, a notarized power of attorney is issued, which must provide for authority to:

• prepare and submit documents for the state registration of the LLP;
• sign applications, decisions, and other documents related to registration;
• interact with state authorities of the RK;
• receive documents on the state registration of the LLP and perform other actions necessary for establishing the LLP.

If the power of attorney is issued outside the RK, it must be duly legalized or apostilled (if applicable), and also translated into Kazakh or Russian with notarization of the translation.

Important: a power of attorney does not replace the personal presence of a foreign citizen when obtaining the IIN and EDS, if these are obtained through the general procedure. However, after obtaining the IIN and EDS, most registration actions can be performed by a representative on the basis of a duly executed power of attorney.

3. Preparation of documents and information for LLP registration

After obtaining the necessary documents (IIN and compliance with migration requirements), it is necessary to determine the main parameters of the future LLP and prepare the set of registration documents.

Determining the number of LLP participants

It is necessary to determine the composition of the future LLP’s participants. The legislation of the RK allows the establishment of a partnership by either one participant or several participants – individuals and (or) legal entities, including foreign citizens and foreign companies.

The number and composition of participants affect the list of constituent documents, the procedure for making corporate decisions, and the subsequent management of the company.

Choosing the name of the LLP

It is necessary to determine the full and, if necessary, abbreviated corporate name of the company in Kazakh and Russian. The name must not coincide with already registered legal entities and must comply with the requirements of RK legislation.

When choosing a name, the following requirements must be taken into account:

• the name must be unique and must not coincide with the name of an already registered legal entity;
• the name must not violate legal requirements or mislead as to the company’s activities or status;
• the use of the words “Kazakhstan”, “Republic of Kazakhstan”, “national”, “state”, “government”, and other words whose use is restricted by law is permitted only in cases established by law;
• the corporate name must contain an indication of the organizational and legal form – “limited liability partnership” or abbreviated “LLP”.

The uniqueness of the name can be verified at the link: https://egov.kz/ru/services/presale/P3010, or by contacting the justice authorities directly.

Determining the legal address

When registering, it is necessary to indicate the LLP’s legal address, which will be the location of the company’s executive body. Own premises, a rented office, or another address meeting the legal requirements may be used as the legal address.

During state registration, confirmation of the right to use the legal address may be requested. Depending on the specific situation, such confirmation may be a lease agreement, a guarantee letter from the premises owner, a document confirming ownership, or another document provided by law.

Before submitting the registration documents, it is necessary to determine the legal address in advance and obtain an address registration code (hereinafter – the “ARC”), which is indicated in the registration documents. The ARC is a unique code of the real estate property assigned in the “Address Register” information system. The ARC can be verified or checked at the link: https://egov.kz/ru/services/presale/P2202.

Important: the legal address is used for the state registration of the company, sending official correspondence by state authorities, and determining the place of tax registration. If the legal address changes, the LLP is obliged to notify the registering authority in the manner established by law.

Choosing types of activity (GCEA)

The foreign founder must determine the main and, if necessary, additional types of activity of the LLP in accordance with the General Classifier of Economic Activities (hereinafter – the “GCEA”). The need to obtain a license, the application of certain tax regimes, and requirements of state authorities may depend on the selected GCEA.

The main activity is considered to be the one that will bring the company the greatest income. Additional GCEA codes allow other types of activity to be carried out without amending the registration data, provided they do not require special permits. The classifier can be viewed at the link: https://stat.gov.kz/ru/classifiers/statistical/21/#classifiers-197.

When choosing a GCEA, it is recommended to take into account that:

• certain types of activity are subject to licensing or require obtaining permit documents;
• for some types of activity, the law establishes special requirements for the amount of charter capital, employee qualifications, or the availability of appropriate equipment;
• the selected GCEA may affect the ability to apply certain tax regimes and comply with the requirements of state authorities.

Important: indicating a GCEA code by itself does not grant the right to carry out licensed activities. If the selected type of activity is subject to licensing, the company may only begin such activity after obtaining the relevant license or permit.

Determining the amount of charter capital

When registering an LLP, it is necessary to determine the amount of charter capital and the distribution of shares among the participants (if there are several). For small business entities, the minimum amount of charter capital is not established by law and may be 0 tenge. For certain categories of legal entities, the law may provide for special requirements regarding the minimum amount of charter capital.

The charter capital may be formed with cash, property, or property rights, unless otherwise provided by RK legislation.

Despite the absence of a minimum requirement for small business entities, in practice many companies set the charter capital at 500,000 – 700,000 tenge or another amount corresponding to the scale of the business. This may be viewed favorably by banks, counterparties, and potential partners.

Important: if the charter capital is not contributed before the state registration of the LLP, it must be formed by the participant within one year from the date of registration of the partnership, unless a shorter period is established by law or the constituent documents.

Determining the executive body of the LLP

The participant determines the person who will perform the functions of the sole executive body (director) of the company. The director may be either a citizen of the RK or a foreign citizen, subject to compliance with the requirements of migration and labor legislation (subject to compliance with the requirements of migration and labor legislation).

The founder determines the structure of the LLP’s executive body. The executive body may be sole or collegial. The sole executive body may be the director or another person determined by the participant and the LLP’s charter.

When establishing an LLP with a collegial executive body, its functions are performed by the relevant management body, whose composition and competence are determined by the charter.

For most LLPs, a sole executive body – the director – is used. If the participant is simultaneously the director of the LLP, this is indicated in the decision of the sole participant.

Preparation of the Decision of the Sole Participant / Minutes of the General Meeting of Participants

For the state registration of the LLP, it is necessary to draw up a constituent document confirming the decision to establish the LLP.

If the LLP is established by one participant, a Decision of the Sole Participant is drawn up. If the LLP is established by two or more participants, Minutes of the General Meeting of Participants are drawn up, recording the decisions made.

The Decision (Minutes) must reflect the following:

• the decision to establish the LLP;
• approval of the corporate name;
• determination of the legal address;
• determination of the amount of charter capital and distribution of shares among participants (if there are several participants);
• appointment of the director;
• approval of the charter (if an individual charter is used);
• determination of the person authorized to carry out the state registration of the LLP (if necessary).

Preparation of the charter

The charter is the main constituent document of the LLP and determines the procedure for the company’s activities, the rights and obligations of participants, the competence of management bodies, and other corporate governance matters.

During state registration, it is permitted to use a standard charter or approve an individual charter developed taking into account the specifics of the company’s activities.

Preparation of the foundation agreement (if necessary)

If the LLP is established by two or more participants, a foundation agreement is concluded between them, which determines the procedure for jointly establishing the partnership and governs the relationship between participants before the state registration of the LLP, as well as other matters provided by law and the agreement of the parties. The foundation agreement determines:

• information on the participants;
• the size of each participant’s share in the charter capital;
• the amount, procedure, and timing of contributions to the charter capital;
• the rights and obligations of participants;
• the procedure for distributing expenses related to establishing the LLP;
• other terms agreed upon by the participants.

Important: if the LLP is established by one participant, concluding a foundation agreement is not required.

Preparation of notarized translations of documents

Documents drawn up in a foreign language are submitted to the state authorities of the RK together with a notarized translation into Kazakh or Russian. As a rule, documents issued outside the RK are subject to notarized translation.

Determining the tax regime

Before the state registration of the LLP, it is recommended to determine the applicable tax regime, as it affects the tax burden, the accounting procedure, the volume of tax reporting, and the possibility of applying certain tax benefits.

In the RK in 2026, legal entities may apply:

• the generally established tax regime;
• a special tax regime based on a simplified declaration (subject to compliance with the conditions established by tax legislation).

In most cases, companies with foreign participation that work with corporate clients or conduct foreign economic activity apply the generally established tax regime, since it enables full-fledged interaction with counterparties and the application of the general taxation procedure.

Main taxes

Depending on the selected tax regime and the nature of the LLP’s activities, it may pay the following taxes and mandatory payments:

• corporate income tax (CIT);
• value added tax (VAT) (if there is an obligation to register or voluntary registration);
• individual income tax (IIT) withheld from employees’ income;
• social tax;
• mandatory pension contributions, social contributions, and contributions to compulsory social health insurance.

Corporate income tax (CIT)

The standard corporate income tax rate in the RK is 20%. Special rates or tax benefits may be established by law for certain categories of taxpayers.

Value added tax (VAT)

As of January 01, 2026, the standard VAT rate is 16%. An LLP is obliged to register as a VAT payer once it reaches the turnover threshold established by law, or it may register voluntarily. After registration, the company is obliged to:

• calculate and pay VAT;
• issue electronic invoices in cases provided by law;
• submit VAT tax reporting within the established deadlines.

Taxes and mandatory payments on wages

If it has employees, the LLP becomes a tax agent and is obliged to calculate, withhold, and remit to the budget the taxes and mandatory payments provided by RK legislation. These include:

• individual income tax;
• mandatory pension contributions;
• social contributions;
• contributions to compulsory social health insurance;
• social tax.

Determining the category of business entity

Before submitting documents for state registration, it is recommended to determine the category of business entity, as it affects the possibility of applying certain state support measures, special tax regimes, and other provisions of RK legislation. The category is determined in accordance with the Entrepreneurial Code of the RK based on the average annual number of employees and average annual income.

Business entities include:

• Small business entities – legal entities with an average annual number of employees not exceeding 100 people and average annual income not exceeding 300,000 monthly calculation indices (hereinafter – the “MCI”).
• Medium business entities – legal entities not classified as small or large business entities. These are companies with an average annual number of employees from 101 to 250 people and (or) average annual income from 300,000 to 3,000,000 MCI.
• Large business entities – legal entities with an average annual number of employees exceeding 250 people and (or) average annual income exceeding 3,000,000 MCI.

Important: as of January 01, 2026, the amount of one MCI is 4,325 tenge. The MCI values established as of January 01 of the relevant financial year are used to determine the category.

4. State registration of the LLP

The state registration of the LLP is carried out by submitting an application and the necessary documents through the State Corporation “Government for Citizens”. The following are submitted for registration:

• an application for state registration;
• a decision of the sole participant or minutes of the general meeting of participants;
• a charter (if an individual charter is used);
• a copy of the passport (with the business immigrant visa inserted) with a certified translation into Russian and Kazakh;
• notarized translations of documents (if necessary);
• a power of attorney of the representative (if the documents are submitted by a representative).

After verifying the submitted documents, the registering authority carries out the state registration of the LLP and enters information about the legal entity into the National Register of Business Identification Numbers. As a general rule, the state registration of an LLP takes no more than 1 business day from the submission of the complete set of documents.

Important: most LLPs established with foreign participation are classified as small business entities, so a state registration fee is not paid upon their registration. Large business entities pay a registration fee of 6.5 MCI (28,112 tenge) before submitting documents for state registration.

5. Actions after the state registration of the LLP

Obtaining a digital signature (EDS)

To work with state information systems, the director of the LLP must obtain an electronic digital signature (EDS). The EDS is used for:

• signing electronic documents;
• working with the eGov portal;
• submitting tax and statistical reports;
• interacting with state authorities.

If the sole participant is simultaneously the director of the LLP, the EDS is issued in their name.

Important: the EDS is obtained with the personal presence of the LLP’s director.

Opening a bank account

To carry out business activities, the LLP must open a current account with a second-tier bank in the RK. Most often, the bank requests:

• the constituent documents of the LLP;
• documents confirming the director’s identity;
• information on the company’s ownership structure;
• information on planned activities;
• information on ultimate beneficial owners (UBO);
• other documents within the framework of the KYC (Know Your Customer) procedure.

The time required to open an account depends on the bank’s internal procedures and can range from several days to several weeks.

Important: opening a bank account requires the personal presence of the director at the bank branch for identification and signing the necessary documents. The specific list of documents and requirements may vary depending on the bank’s internal policy.

Making a company seal

The legislation of the RK does not require an LLP to have a seal. However, many companies continue to use it when preparing internal documents and interacting with certain counterparties. The seal is made by specialized organizations after the state registration of the LLP.

Registration as a VAT payer

If the LLP plans to carry out activities subject to value added tax, or if the projected turnover will exceed the threshold for mandatory VAT registration established by law, it is necessary to register as a VAT payer.

Registration may also be carried out voluntarily.

Formalizing labor relations with the director

After the director is appointed, it is necessary to formalize their entry into office:

• an order on the director’s entry into office;
• an employment contract;
• personnel documents provided by the labor legislation of the RK;
• registration of the employment contract in the Unified System for Recording Employment Contracts (hereinafter – the “USREC”) via the Enbek.kz information system, if such registration is provided by law.

If the director is a foreign citizen, it is also necessary to comply with the migration and labor legislation requirements of the RK, including obtaining the necessary permit documents (if the corresponding obligation applies).

Important: information on the employment contract must be entered into the USREC via the Enbek.kz portal within the deadlines established by law.

Obtaining licenses and permit documents

If the LLP’s activity falls under licensed types of activity, it is necessary to obtain the relevant license or permit document before commencing it. Licensed types of activity include, in particular, certain activities in the fields of construction, medical services, pharmaceuticals, education, security activities, financial services, and others.