Set Up and Run a Limited Liability Partnership (LLP) In The Republic of Kazakhstan
The most common organizational and legal form of private entrepreneurship in Kazakhstan is a Limited Liability Partnership (LLP). This article reveals a sequential algorithm of actions for opening an LLP in Kazakhstan.
It is worth noting that an LLP is a legal entity established by one or more individuals (people) or legal entities (companies) whose authorized capital is divided into shares.
Unless otherwise provided by the constituent documents, the shares of all participants in the authorized capital and, accordingly, their shares in the value of the property of the LLP (share in the property) are proportional to their contributions to the authorized capital.
The initial amount of the authorized capital is equal to the sum of the contributions of the founders and cannot be less than the amount equivalent to one hundred times the monthly calculation index (in 2022: 100 x 3063 tenge = 306 300 tenge). However, this requirement does not apply to the following cases:
- small business entities, as well as the state Islamic special financial company, the size of the minimum authorized capital of which is determined by the zero level;
|Small businesses include:
– individual entrepreneurs and legal entities engaged in entrepreneurship:
• with an average annual number of employees not more than 100 people;
• an average annual income not exceeding 300,000 times the MCI (in 2022: 300,000 x 3,063 tenge = 918,900,000 tenge).
2) Organization carrying out Microfinance activities;
3) the payment organization.
The obligations of participants and LLP are separated from each other. The LLP is not liable for the obligations of its participants, and the participants are liable for the obligations of the LLP only to the extent of the value of their contribution to the authorized capital. LLP participants who have not fully contributed to the authorized capital shall be jointly and severally liable for their obligations to the extent of the value of the unpaid part of the contribution of each of the participants.
Who can register a new LLP?
- a citizen of the Republic of Kazakhstan;
- a foreigner who has a residence permit in Kazakhstan;
- a foreigner who does not have a residence permit, but has a business immigrant visa;
- foreign legal entity.
Steps to register an LLP?
- choose a unique name that is not duplicated with existing organizations (the name must be in three languages – Kazakh, Russian and English, and also have a full and short form);
- choose a legal address (register an LLP at the home address of the founder, rent or buy non-residential or office space);
Purchase and sale agreement for non-residential premises, lease or sublease agreement for non-residential premises
- select activities from the General Classifier of Economic Activities (GCEA);
- determine the category of business scale (small, medium or large business);
- determine the amount of the authorized capital, depending on the scale of activity;
- decide in advance on the tax regime, depending on the selected GCEA and the planned scale of activity;
- sign an incorporation agreement (in the case of the establishment of an LLP by several participants);
Certified by a notary the incorporation agreement
- formalize a decision on the creation of an LLP (issues of the size of the authorized capital, approval of the charter and appointment of the executive body should be included);
– Decision of the Sole Participant; or
– Minutes of the General Meeting of Participants.
- approve the Article of Association of the LLP (according to a standard form or prepare your own);
The Article of Association approved by the decision of the Sole Participant or by the minutes of the General Meeting
- get a digital signature (ЭЦП) for each of the Participants;
- register the LLP in the Public Service Center or on the portal Egov.kz;
- open a bank account;
- conclude an employer’s civil liability insurance contract;
- order a stamp;
- issue a license, submit a notice of the commencement of activities (if the activity is subject to licensing or requires notification of government agencies).
How to register an LLP online?
To optimize the time and process of registration, we recommend using the State Service on the Egov.kz portal namely “State registration of legal entities, record registration of their branches and representative offices, taking into account the opening of a bank account and compulsory insurance of an employee against accidents in the performance of his labor (official) duties”.
This public service allows you to simultaneously apply for state registration of an LLP, open a bank account and conclude an insurance contract.
At the same time, to register an LLP online, the Participant will need a digital signature. If you are a citizen or a legal entity of the Republic of Kazakhstan, you can also obtain the digital signature remotely.
I am a citizen of another country, how to register an LLP?
If you are a citizen of another country, for example, the Russian Federation, then in order to be able to register an LLP, you must perform the following steps:
1) obtain temporary registration with the migration police of Kazakhstan. It is necessary to apply to the territorial divisions of the Ministry of Internal Affairs of the Republic of Kazakhstan and provide the following documents:
- identity document of a foreigner or a stateless person with a visa for entry and stay in the Republic of Kazakhstan;
- migration card with a border crossing mark, which is issued by officials of the Border Service of the National Security Committee of the Republic of Kazakhstan at checkpoints across the state border;
- application for registration in any form.
Also, it is possible to issue temporary registration with the help of a citizen of the Republic of Kazakhstan through the state service “Registration of foreign citizens and stateless persons temporarily staying in the Republic of Kazakhstan”.
2) get an Individual Identification Number (IIN).
It is also possible to obtain an IIN by contacting the territorial subdivision of the State Revenue Office of the Ministry of Finance of the Republic of Kazakhstan or the Public Service Center, you must provide:
- tax application for assignment of IIN;
- notarized copy of the identity card (passport);
- certificate of registration of temporary stay in the Republic of Kazakhstan.
At the same time, a copy of the passport must be with a notarized translation into Kazakh and (or) Russian languages. A copy with translation is provided with sewn copies of the migration card and the certificate of registration of temporary stay in the Republic of Kazakhstan.
If applicable, please also provide:
- a notarized copy of a document confirming the tax registration of a foreigner in the country of your citizenship;
- a copy of a document confirming the amount of income from sources in the Republic of Kazakhstan.
When submitting documents to the State Revenue Office of the Ministry of Finance of the Republic of Kazakhstan or the Public Service Center, the issuance of a certificate of assignment of IIN will take 3 working days from the date of submission. The service is provided free of charge.
After obtaining temporary registration in the territory of the Republic of Kazakhstan and obtaining an IIN, a foreigner can register an LLP according to the general procedure as indicated above.
I am a citizen of another country and do not have the opportunity to independently obtain an IIN, can a citizen of the Republic of Kazakhstan do this by proxy?
Yes, a citizen of Kazakhstan can obtain an IIN for a foreigner by proxy through the Egov.kz portal
A power of attorney for obtaining an IIN is issued in the name of a citizen of the Republic of Kazakhstan, and must be notarized in the country of residence of the foreigner and apostilled for Kazakhstan.
The power of attorney (original) must be translated into Kazakh and (or) Russian, the translation must be notarized. A copy of the foreigner’s passport notarized and apostilled for Kazakhstan is also required.
If there is no foreigner in the country, a migration card and a certificate of registration of temporary stay in the Republic of Kazakhstan, respectively, are not required.
By having electronic copies of these documents, an authorized person can apply for the assignment of an IIN to a foreigner through the Egov.kz portal (or submit it to the Public Service Center or the State Revenue Office of the Ministry of Finance of the Republic of Kazakhstan in paper personally).
The result will be the issuance of a registration certificate for the assignment of an IIN or a reasoned refusal. The term of the service is 1 business day. The service is also free.
I am a representative of a legal entity in another country, how to register an LLP?
If you are a representative of a legal entity in another country, for example, the Russian Federation, then in order to be able to register an LLP, you must prepare the following documents:
- a legalized extract from the trade register or other legalized document certifying that the founder – a foreign legal entity is a legal entity under the laws of a foreign state, with a notarized translation into Kazakh and Russian;
- a copy of the passport or other document proving the identity of the founder-foreigner, with a notarized translation into Kazakh and Russian.
The remaining requirements for the necessary documents comply with the requirements of the general procedure (Incorporation agreement, Decision on the creation of LLP, the Article of Association).
Opening a bank account for LLP
The following documents are required to open a bank account for an LLP:
- Application-questionnaire of the client (issued at the bank);
- Certificate/certificate of state registration (re-registration) of a legal entity (branch/representative office);
- Articles of association or regulations on the branch/representative office and/or extract from the register of securities holders (original or notarized copy);
- Decision of the Participants (extract from the minutes) on the appointment of the CEO (original or notarized copy);
- Order on the appointment of the CEO (original or notarized copy);
- Identity document of the CEO (original or notarized copy);
- A document with samples of signatures and a seal (if there is a seal) is drawn up at the bank or at the notary’s office in the presence of the persons included in the document;
- Documents proving the identity of the authorized persons indicated in the document with sample signatures (original or notarized copy);
- Documents confirming the powers of the persons indicated in the document with sample signatures (original or notarized copy).
- Documents of the founders (participants) of a legal entity, whose share of participation is at least 10%:
- an individual – an identity document (original or notarized copy);
- legal entity – certificate/certificate of state registration (re-registration) of a legal entity.
Not applicable for opening an account by a joint-stock company or a business partnership.
- Documents proving the identity of individuals (owners of the company) who directly or indirectly own more than 25% of the shares in the authorized capital or placed shares of the client-legal entity (excluding preferred and redeemed by the company) (original or notarized copy).
except for cases when the owner is identified on the basis of an extract from the register of shareholders (participants).
- License/Permit, if the client’s activity is carried out through a licensing or permit procedur
- For branches / representative offices – a power of attorney issued by a legal entity to the head of the branch / representative office.
for branches and representative offices of public and religious associations: documents confirming the powers of the head of the branch or representative office of the elected (appointed) in the manner prescribed by the Article of Association.
- For public institutions financed from the State Budget – the original permission of the central authorized body for budget execution.
- For non-residents of the Republic of Kazakhstan (Legal Entities):
- Registration certificate of registration of a non-resident as a taxpayer.
- Extract from the Trade register or other document of a similar nature, indicating: the body that registered the legal entity – non-resident, registration number, date, and place of registration.
The document must be certified by a notary and translated into Kazakh or Russian language, legalized or apostilled in accordance with the legislation of the Republic of Kazakhstan or an international agreement, one of the participants of which is the Republic of Kazakhstan (original/notarized copy).
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