Company formation and obtaining a financial license in Astana International Financial Centre (AIFC, Kazakhstan). Service offer

Regulator: Astana Financial Services Authority.

Main governing law: Constitutional Law of the Republic of Kazakhstan dated 7th of December 2015 “On the Astana International Financial Center”.

1. Availability of a business plan
2. Availability of IIN
3. Payment of license fee in the amount of USD 5 000
4. Existence of an office in the territory of AIFC
5. Full payment of the authorized capital to the company's bank account
6. Presence of an AML officer in the company

The minimum authorized capital for obtaining a financial license is USD 200 000. The authorized capital shall be transferred to the company's bank account opened in Kazakhstan. The authorized capital will be further used for calculation of prudential ratios (capital adequacy and liquidity). The authorized capital may be used in commercial trading.

The timeframe required for company registration and obtaining a license is 1.5 - 2 months.

In order to register a company, it is necessary to have a registered office in the territory of AIFC, which will be the place of the company’s activity. At the moment there are no vacant places in the AIFC complex, but it is possible to put the company on the waiting list. To do this, you need to submit the required office square footage, company name and contact information to the real estate department of the International Financial Center.

It is also possible to rent an office in any business center located in the territory of the AIFC.

Companies registered in AIFC are exempt from income tax until 2066 in accordance with the Constitutional Law of the Republic of Kazakhstan No. 438-V ZRK dated 7th of December 2015.

The financial statements shall be approved at the company's annual meeting and the audit shall be carried out on an annual basis within 6 months from the end of the financial year.

Full administration of the company includes:

• accounting records keeping,
• filing of financial statements,
• annual renewal of the financial license.

Before applying for the incorporation, it is very important to consider the name of the legal entity, which must be in accordance with the Rules and Regulations referred to each legal form:

1. The name must not include words that may suggest a relationship with the AIFC, AFSA or any other governmental authority in the AIFC, Astana or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;

2. The name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;

3. The name must not include any of the following words unless the AFSA has consented in writing to their use:

• the word “bank”, “insurance” or “trust”;
• words that suggest that the Company (or proposed Company) is a bank, insurance company or trust company;
• words that suggest in some other way that it is authorized to conduct Financial Services in the AIFC;
• the name must not include words that may suggest a connection with, or the patronage of, any Person or organization, unless the Person or organization has consented in writing;

4. A legal entity must not use a name that, because of any fact, matter or circumstance, is, or is reasonably likely to become, misleading, deceptive or conflicting with another name (including an existing name of another legal entity or Recognised Company/Partnership).

A new legal entity may be established in the following organizational and legal form:

Legal entities registered in other jurisdictions may be accredited with AIFC and operate as a branch or representative office in the following legal forms:

• Recognised Company
• Recognised Limited Partnership
• Recognised General Partnership
• Recognised Limited Liability Partnership

At least 1 director must be appointed in a Private Company and at least 2 directors must be appointed in a Public Company.

At least 1 secretary must be appointed in a Public Company.

A secretary may be appointed in a Private Company. If there is no secretary:

• anything authorised or required to be given or sent to, or served on, the Company by being given or sent to, or served on, its Secretary may be given or sent to, or served on, the Company itself and anything addressed to the Secretary is taken to be addressed to the Company; and
• anything else required or authorised to be done by the Secretary may be done by a Director or a Person authorised generally or specifically in that behalf by the Directors.

The Incorporators of a Company are taken to have agreed to become Shareholders of the Company and, on the registration of the Company, must be entered as Shareholders in the Company’s Register of Shareholders.

A Person other than an Incorporator may become a Shareholder in the Company by:

• agreeing to become a Shareholder in the Company in writing; and
• acquiring a Share in the Company; and
• having the Person’s name entered in the Company’s Register of Shareholders.

The company needs to have its own AML officer or execute an outsourcing agreement with a company that has a corresponding employee.

• Resolution approving incorporation or Partnership Agreement
• Business plan
• Copies of passports of all persons participating in the corporate structure
• Director's IIN
• Order for appointment of the General Director
• CVs of the founders
• Office Lease Agreement

*The fees are valid as of July 2024.