Opening an LLP with foreign participation

Kazakhstan remains one of the jurisdictions in the region most open to foreign capital: the law sets no limit on a non-resident’s share in the authorized capital, and the procedure is as close as possible to the one that applies to local entrepreneurs. Nevertheless, opening an LLP with foreign participation has its own particular features: the legalization of documents, obtaining an IIN and immigration requirements. Let’s take them one by one.

The establishment and operation of a partnership are governed by the Civil Code of the Republic of Kazakhstan and the Law of the Republic of Kazakhstan “On Limited and Additional Liability Partnerships” of 22 April 1998. The procedure itself is based on the Law of the Republic of Kazakhstan “On State Registration of Legal Entities and Record Registration of Branches and Representative Offices” and the Rules for the provision of public services in this area, approved by order of the Minister of Justice.
The key principle: registration of an LLP with foreign participation in the Republic of Kazakhstan is carried out in the same manner as for legal entities with Kazakhstani founders. The difference lies in the additional package of documents confirming the legal status and identity of the foreign participant.

The founder may be either a foreign individual or a foreign company. Mixed ownership is also possible – for example, a citizen of Kazakhstan together with a non-resident, or several foreign participants. It is the founder’s status that determines the list of required documents.

When the founder is a citizen of another country, opening an LLP as a foreigner in Kazakhstan requires preparing:

• an application for state registration in the established form;
• a notarized translation of the passport (or other identity document) into Kazakh and Russian;
• an individual identification number (IIN) – it is assigned once the foreigner is registered with the tax authority;
• the charter (small businesses may use a model charter);
• information on beneficial owners;
• a document confirming payment of the registration fee (small businesses are exempt).

In addition to the documents themselves, the foreigner needs an immigration basis for registration – a C5 visa or a business immigrant temporary residence permit (TRP). More on this below.

If the participant is a foreign company, the following are added to the standard set:

• a legalized or apostilled extract from the trade register (or another document confirming that the founder is a legal entity under the laws of its country);
• the foreign company’s constituent documents – certificate of registration, charter, tax registration document – bearing an apostille or consular legalization;
• a resolution of the company’s authorized body on participating in the establishment of the partnership;
• a document confirming the representative’s authority;
• a business identification number (BIN), assigned upon tax registration in Kazakhstan.

This is the stage where mistakes happen most often, causing the registration of an LLP with foreign participation to drag on. The main formal rules:

1. Translation. All foreign documents are submitted with a notarized translation into Kazakh and Russian.
2. Legalization. Documents from countries party to the 1961 Hague Convention are certified with an apostille; documents from CIS states (under the Minsk and Chisinau Conventions) are accepted without additional legalization; documents from other countries undergo consular legalization.
3. Date of issue. As a rule, an extract from the trade register must be issued no earlier than three months before the documents are submitted.
4. Certification. For medium-sized and large businesses, the constituent documents are notarized, bound, numbered and submitted in three copies.

Since 28 May 2024, the Law of the Republic of Kazakhstan “On Migration of the Population” (Article 40) has expressly prohibited foreigners who have not obtained an entry visa or a temporary residence permit (TRP) as a business immigrant from establishing a legal entity or becoming participants in commercial organizations. The exception is foreigners holding a residence permit or a stateless person’s certificate. This means the immigration status must be secured before registration, and there are two routes.

Foreigners from countries with a visa regime enter on a C5 (business immigrant) visa, which is issued only at Kazakhstan’s diplomatic missions abroad. Citizens of the EAEU states (Russia, Belarus, Armenia, Kyrgyzstan) and other visa-free countries, who could previously register an LLP in a single day, now have to obtain a business immigrant TRP in advance: the documents are submitted through the Public Service Center, and the permit is issued by the migration service of the internal affairs authorities.

The requirements for the C5 visa and the business immigrant TRP (Article 39 of the same Law) largely coincide: the applicant must be of legal age and must provide a medical certificate confirming the absence of diseases that prevent employment, medical insurance and a document on the presence or absence of a criminal record and of a court ban on entrepreneurial activity, and must undergo fingerprint registration. The initial visa or TRP is valid for up to 90 days – within this period the applicant must register an LLP or become one of its participants, after which the permit is extended.

It is not possible to register an LLP without the proper immigration status: the C5 visa or business immigrant TRP is checked when the documents are accepted.

Documents are submitted to the State Corporation “Government for Citizens” (Public Service Center). For small businesses, registration of an LLP with foreign participation in Kazakhstan usually takes one business day, not counting the day of submission and the day of issue.

Registering an LLP with foreign participation in Kazakhstan involves no insurmountable barriers, but it does require careful preparation: correct translation, timely legalization and a properly drafted charter. A mistake at any of these stages means refusal and lost time. APK Solution specialists will help you assemble a complete set of documents, obtain an IIN and complete registration without delays.