Company Registration in Kyrgyzstan - Business Starting & Setup

The legal system of Kyrgyzstan is based on civil law.

In Kyrgyzstan, all enactments are laws or by-laws. The basic law of the state is the Constitution that was adopted by a referendum in 2010.

Legislation of Kyrgyzstan provides for the formation of the following types of business partnerships and companies (according to the State Classifier “Legal Forms of Business Entities”):

• Open joint-stock company,
• Closed joint-stock company,
• Limited liability company,
• Additional liability company,
• Limited partnership,
• General partnership.

The most common legal form used for conducting business in Kyrgyzstan is Limited liability company (LLC). Such companies have a system of management bodies familiar to us and a comprehensible procedure of making decisions. An LLC has the right to conduct any activity that does not require additional agreement and is not prohibited by legislation of the Kyrgyz Republic.

The name of a legal entity must contain an indication of the legal form of the entity and a distinctive proper name or common noun.

Your own surname or its combination with the given name may be used as a company name.

The use in company names of the words “Kyrgyz”, “State” and “National” and any combinations thereof as well as indications of the full or short official name of the Kyrgyz Republic is allowed in the manner determined by President and the Government.

The following designations may not be registered as company names:

• ones that coincide with the surname of a person well-known in Kyrgyzstan (without consent of such a person or their heirs);
• ones that coincide with the names of well-known non-profit organizations or are confusingly similar to them;
• ones that coincide with company names registered or filed for registration with Kyrgyzpatent or are confusingly similar to them (for identical or similar activities);
• ones that coincide or are confusingly similar to wordmarks or combined trademarks (service marks), well-known trademarks, names of places of origin of goods protected in Kyrgyzstan (in respect of identical or similar activities);
• ones that coincide with the names of countries, international organizations or are confusingly similar to them;
• ones that confuse customers in respect of the owner of guarded industrial property, its location (address), nature and kind of activity, identity or similarity with company names, trademarks and service marks;
• ones that contradict moralities, principles of humanity and public interests.

Based on the results of an examination, a Certificate is issued in the name of a legal entity registered by Kyrgyzpatent.

The following steps need to be taken to incorporate a limited liability company:

1. Determine the company name, structure, amount of the share capital, and kind of business.

2. Pay for services.

3. Provide relevant documents:

• several company name options to be checked;
• notarized copies of directors and founders’ passports;
• notarized power of attorney issued to a representative in Kyrgyzstan to interact with state authorities and the bank;
• detailed description of the company’s business;
• information on countries where business is to be conducted;
• information on occupation of directors / shareholders / attorneys / beneficiaries;
• information on the origin of funds to be used for business.

The set of original documents mentioned above will have to be sent to Bishkek. Documents in Russian or Kyrgyz must be provided along with a notarized translation to one of these languages. The cost of translation depends on the amount of documentation.

5. Open an account with a bank of Kyrgyzstan, where the minimum paid capital is to be deposited.

6. File documents for the purpose of tax registration.

7. Obtain required licenses and permissions in Kyrgyzstan.

Incorporation of a company without personal presence takes 10 – 14 workdays.

A company incorporated in Kyrgyzstan must have a local address.

A seal is compulsory for a limited liability company.

By resolution of general meeting of members, a limited liability company may establish a Board of Directors. Only an individual may be a member of the Board of Directors.

The law contains no requirements regarding directors’ residency.

Directors’ information is disclosed to the local agent.

Limited liability companies are not required to have a secretary.

An LLC may have at least 1 member. Members of a limited liability company may be individuals and (or) legal entities, except for legislative, executive and judicial bodies.

A limited liability company may be formed by one person or consist of one person in case that person acquires all shares in the authorized capital of the company.

The supreme management body of an LLC is the general meeting of its members.

In accordance with the Regulations on Electronic Database of Beneficiaries of Legal Entities, a legal entity established and registered in Kyrgyzstan must electronically enter information on its beneficiaries.

Information on the beneficiaries of a legal entity shall be kept for at least 5 years after the date of its formation at the place of registration (location) of the legal entity.

The database containing information on beneficial owners of legal entities established and registered in the territory of Kyrgyzstan is formed by a body of the State Financial Intelligence Service under the Ministry of Finance.

Filed beneficiaries’ information:

• beneficial owner’s status (resident, non-resident);
• full name;
• date of birth;
• place of birth;
• nationality;
• gender;
• citizenship;
• marital status;
• details of identification document;
• registration address;
• residential address;
• beneficial owner’s contact details (phone numbers, fax number, email address);
• bank account numbers;
• information on whether the beneficial owner is a public official;
• information on whether the beneficial owner is a family member or a close person to a public official.

Access to the database is granted to:

• state authorities of Kyrgyzstan,
• financial institutions and non-financial categories of persons for the purpose of combating the financing of terrorism and legalization (laundering) of proceeds of crime.

The procedure of gaining access to the database is determined by an agreement between the financial intelligence body and the user of the database.

The authorized capital of an LLC is made up of the value of its members’ contributions.

A member’s contribution may comprise money in the national currency, in a foreign currency when allowed by law, as well as buildings, facilities, equipment, raw materials, materials, goods, products, securities, other tangible assets and transferable property rights, including rights to results of intellectual activity, the cost of which is shown in the company’s own balance sheet.

Shares of all members in the property of business partnerships and companies are proportionate to their contributions to the Authorized Capital.

The par value of the Authorized Capital of a company and contributions of the company’s members is denominated in Kyrgyz som (KGS).

The minimum and maximum amounts of the Authorized Capital of a limited liability company are not set. Normally, at least KGS 1 000 is contributed to the Authorized Capital within one year.