Procedure for opening a legal entity

Setting up a company

Types and forms of legal entities

Usually, commercial legal entities are organised in form of partnerships and joint stock companies.

Categories

Categories of business entities

In order to set up an entity, it is necessary to envisage the approximate average annual income and headcount.

Citizens, oralmans, non-state commercial legal entities that carry out business activity (private business), state enterprises (public business) are considered as the subjects of entrepreneurship. (paragraph 1 of article 23 of the Entrepreneurial Code)

Subject to the average annual headcount and average annual income, the entities are categorized as follows:

The above classification is used for the purposes of:

In order to ensure information security, it is prohibited:

Orderliness

Registration procedures

In order to set up a commercial or non-commercial legal entity of a medium or large scale business the following documents are filed with the registration authorities:

  1. Application of a standard form for entities of medium and large scale business, different application form is filed by the entities that will carry out business activity using model charter;
  2. Acknowledgement of receipt of the state registration fee. This does not apply to the registration of entities of small and medium scale business.

The entiies with foreign shareholders/participatory shareholders are registered as per the established registration procedures for legal entities of the Republic of Kazakhstan. If none other is provided by the international agreements, ratified by the Republic of Kazakshtan, the following documents must be filed additionally:

  1. Legalised state extract from the trade register or any other legalised document certifiying the legal incorporation of shareholder — foreign legal entity by laws of a foreign state with a notarised translation into Kazakh and Russian languages;
  2. Passport copy or any other identity document of a shareholder — foreigner with a notarised translation into Kazakh and Russian languages.

No other documents, except for those set forth in laws, should be asked for the registration.

A legal entity can be registered by filing an online application through Internet in manners, established by the Justice Ministry of the Republic of Kazakhstan

An entity of a small-scale business is registered by filing a standard notification form on start of business activity, established by the Justice Ministry of the Republic of Kazakhstan.

By-laws (charters) of legal entities of a small-scale business or branches and representative offices thereof are not required to file for the registration.

State registration of legal entities of a small-scale business with foreign shareholder is carried as per the registration procedures for the state registration of small-scale legal entities of the Republic of Kazakhstan. If none other is provided by the international agreements, ratified by the Republic of Kazakshtan, the following documents are filed additionally:

  1. Legalised state extract from the trade register or any other legalised document certifiying the legal incorporation of shareholder — foreign legal entity by laws of a foreign state with a notarised translation into Kazakh and Russian languages;
  2.  Passport copy or any other identity document of a shareholder — foreigner with a notarised translation into Kazakh and Russian languages.

Acknowledgement of receipt of notification on start of business activity is the Certificate of state registration of the legal entity.

The state registration certificate is issued within one business day following the date when the notification form is filed.

 

Any and all entities that are set up on the territory of the Republic of Kazakhstan for any purposes, activities, type of business, composition of participants (members) should be registered with the state justice authorities. Branches and representative offices of legal entities located on the territory of the Republic of Kazakhstan should be registered, but they do not acquire the rights of a legal entity. (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 create a legal entity, the following shall be made in the first instance:

Select a legal-organisational (incorporation) form of the legal entity to be created, depending on the type of activity;

Determine a business entity category for the company to be created;

If the legal entity renders financial services, permit of the National Bank of the Republic of Kazakhstan shall be required as well; (article 6 of the Registration Law)

State registration of entities that have a dominant or monopoly position in the relevant goods market, as well as state enterprises, legal entities, more than fifty percent of shares (stakes in the authorized capital) of which belong to the state, and affiliated persons who shall carry out their activities on the territory of the Republic of Kazakhstan, except for cases when such establishment is directly envisaged by the laws of the Republic of Kazakhstan, is carried out by the registering authority with the prior consent of the antimonopoly body.

Obtain a business immigrant visa «C5», if the founder/participants of the legal entity is a foreigner. (para. 2 of article 40 of the Law «On Migration of the Population»);

Other permits, depending on the type of activity in accordance with the legislation of the Republic of Kazakhstan.

Documents required for the registration of a legal entity are approved by the Order № 112 of the Minister of Justice of the Republic of Kazakhstan as of April 12, 2007 «On Approval of the Instruction on State Registration of Legal Entities and Registration of Branches and Representative Offices».

ONLINE registration of a legal entity