Registration of Legal Entities, Branch and Representative Offices

Registration of legal entities, branches and representative offices in the Republic of Kazakhstan  

Highly skilled lawyers of the company will render a wide spectrum of services on preparation of draft documents, coordination of the draft documents with clients, translations and notarisation of originals into the Russian and Kazakh languages, cooperation with judicial and tax authorities, obtaining of registration documents from state authorities, preparation of documents for making an official stamp and opening of bank accounts, as well as render other related services.

Our lawyers are glad to offer you the following services on the registration of legal entities, branches and representative offices:

Registration of a Limited Liability Partnership

Re-registration of the Limited Liability Partnership

Registration of Branches and Representative Offices

Re-registration of Branches and Representative Offices

Development of Foundation Documents

Registration of Amendments to the Foundation Documents of LLPs, Branches or Representative Offices

Registration of Head Change of an LLP, Branch or Representative office

Obtaining of the Registration Information from State Authority

Obtaining of Certificate of Foreign Economic Activity

Obtaining of the Value Added Tax Certificate (VAT certificate)

Obtaining of the Tax Registration Certificate (TRN) of the Republic of Kazakhstan for the nonresident Head of the legal entity (branch, representative office)

Apostile / Legalisation of documents to be provided to state authorities and other authorised organisations of foreign countries

Registration of Legal Entities Abroad

The legislation of the Republic of Kazakhstan provides for various legal forms for performing activities (LLP, JSC, Public Associations, Branches and Representative Offices, etc.). Correct choice of legal form of an entity, clear determination of the rights and obligations for each founding member, and valid state registration are the basis for the good company performance.

Basic Types of Legal Forms of Entities in the Republic of Kazakhstan

There are four basic forms of business entity incorporation for local and foreign investors, namely:

• Joint Stock Company (JSC);
• Limited Liability Partnership (LLP);
• Branch;
• Representative Office.

Main Features of a Joint Stock Company (JSC)

• JSC is a legal entity that issues shares to raise funds for its activities. JSC is a popular legal form for larger companies that wish to raise public capital.
• The minimum charter capital is 50,000 Monthly Calculation Indexes (MCI).
• Founders and shareholders can be either individuals or legal entities. A JSC can be only founded by one founder.
• A shareholder bears the risk of losses limited to the cost of shares owned by him.
• Management structure: General Meeting of Shareholders is a supreme body; Board of Directors is a managerial body; an executive body can be sole or collegial.

Main Features of a Limited Liability Partnership (LLP)

• LLP is a legal entity founded by one or several participants with the charter capital divided into shares defined by the foundation documents of the LLP. LLP is the most widespread form of economic partnership in Kazakhstan.
• The minimum charter capital is 100 MCI; the procedure for payment of the charter capital is defined by the founders (participants); full payment of the charter capital must be made not later than one year after the state registration of the LLP with an authorised state authority.
• LLP is not limited to types of activities, except for the activities, which are subject to obligatory licensing.
• A minimum number of founders (participants) is one; participants can be both individuals and legal entities.
• There are no restrictions for foreign participants, with insufficient exception.
• Management structure: General Meeting of Participants is a supreme body; an executive body can be sole or collegial.
• A minimum number of directors is one.
• Responsibility of participants is limited to their contributions to the charter capital of the LLP.
• LLP is a subject to VAT at the rate of 20 % (after expense deduction).
• Taxation of dividends: the payment source is subject to the corporate/individual tax at the rate of 10 % and is not subject to further taxation. Individuals, who are recipients of dividends, are not subject to taxes.

Main Features of a Branch

• Branch is not a legal entity.
• Branch is a separate subdivision of a legal entity situated outside the legal entity location.
• The minimum charter capital is not required.
• Branch has a right to perform commercial activities but is limited to the types of activities the parent legal entity.
• Branch’s responsibility is defined by legal form of the parent legal entity. In general the parent legal entity is responsible for obligations of its branch in full.
• Branch is subject to the income tax at the rate of 20 % after deduction of expenses (expenses incurred by the parent legal entity outside of Kazakhstan can be deducted from the Branch’s income).

Main Features of a Representative Office

• Representative Office is not a legal entity.
• Representative Office is a separate subdivision of a legal entity situated outside the legal entity location.
• The minimum charter capital is not required.
• Representative Office has no right to perform commercial activity, and is only established for representation and protection of interests of the legal entity.
• Responsibility of a Representative Office is defined by legal form of the parent legal entity. In general the parent legal entity is responsible for obligations of its branch in full.
• Representative Office is not subject to the income tax as it is not allowed to conduct commercial activity, and as a result does not have income. In case of any profit receipt, a Representative Office is subject to the income tax at the rate of 20%.
• Representative Office is considered as an effective, low-expense way to mark your presence in Kazakhstan.

Registration of Legal Entities Abroad

We are ready to assist you in registration of legal entities abroad in the following jurisdictions:

• The Kingdom of the Netherlands (limited liability company (BV)
• The Great Britain (PLC, LTD, LLP)
• Austria (limited liability company (GmbH)
• The Republic of Cyprus (joint stock companies with limited liability, limited liability companies (IBC)
• The British Virgin Islands (international enterprise company (International Business Company, IBC)
• The State of Delaware (USA) (Corporations, LLC)
• Switzerland (limited liability company (Sàrl); joint stock company (SA)
• Hong Kong (companies limited to shares or a guarantee, unlimited liability companies)

How to Get More Details

If you have any questions or require any additional information, please feel free to contact us. We will be glad to offer you our help and assistance.