State registration of legal entities and formal registration of branches and offices

State registration is compulsory for all legal entities set up in the territory of the Republic of Kazakhstan, whatever purposes of establishment, profile activities, and participants (shareholders). Branches and representative offices located in the territory of Kazakhstan are the structural subdivisions of legal entities, accordingly they must be formally registered with the state registration authorities, but they do not have status of legal personality. (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 set up a legal entity, it is necessary first to: decide on the legal organizational form or organizational legal structure of a business entity to be set up; decide on the category of a business entity to be set up; when the core activities of a legal entity is provision of financial services, a permit from the National Bank of the Republic of Kazakhstan should be obtained; (Article 6 of the Law on Registration); obtain an approval of the antimonopoly agency if a business entity falls under one of the following categories: Business entities seeking a dominant or monopolistic position in the relevant commodity market, as well as state-owned enterprises; Business entities that belong (hold by) to the government or its affiliated companies for more than fifty percent and, that seek to carry out activities in the Republic of Kazakhstan, except for the cases when the establishment of such business entities are expressly provided for by the laws of the Republic of Kazakhstan, decrees of the President of the Republic of Kazakhstan or resolutions of the Government of the Republic. obtain a business immigrant visa "C5"category, if a founder /shareholder of a business entity is a foreign national. Pursuant to the Migration Law, foreign nationals cannot set up a business entity or acquire a stock/shareholding without business immigrant visa; Other permits due to the type of activity in accordance with the laws of the Republic of Kazakhstan. Legal entity forms A legal entity may be commercial or non-commercial, i.e. a profit-oriented company that seeks to generate incomes as the main goal of its activities (a commercial company) or non-profit company that does not pursue incomes generation and not distributing the net income received among the participants (non-commercial company). A legal entity - commercial company can be set up in the form of a state enterprise, a business partnership, a joint-stock company or a production cooperative. (paragraphs 1-2 of Article 34 of the Civil Code of the Republic of Kazakhstan). The most common organizational and legal form of Kazakhstani companies is a limited liability partnership. Business entities and categories Citizens, Candace (ethnic Kazakh people, immigrated to Kazakhstan under government programme) and non-governmental commercial legal entities that carry out business activities (private business entities), inter alia, state-owned enterprises (state business entities) are regarded as business entity. In order to set up a business entity, it is required to decide on a business size category – small, medium or large, i.e. to decide on an estimated average annual number of employees and average annual income of the business entity. Business entities are categorized as small business, including micro business entities; medium business and large business entities by the number of the average annual number of employees and average annual income: Category Annual number of employees Set up a company Average annual income (based on monthly assessment index (MCI) of 2024 – KZT 3692) Micro business Up to 15 No KZT 110,760,000 (30 000 MCI) Small business Up to 100 No KZT 1,107,600,000 (300,000 MCI) Medium business From 100 to 250 Yes From KZT 1,107,600,00 to KZT 11,076,000,000 (300,000 – 3,000,000 MCI) Large business Over 250 Yes Over KZT KZT 11,076,000,000 (over KZT 11,076,000,000) There is no need to pay a state fee for the registration of small and medium business entities, but the fee should be paid and a receipt on payment must be filed in case of registration of a large business entity. Small business entities, i.e. individual entrepreneurs and legal entities, cannot carry out the following business activities, otherwise, they, by default, are categorized medium and, шт cases provided by laws, large business entities.