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Kazakhstan: Brief Summary of Private Company Formation Requirements for Holding Companies in the AIFC
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Since the establishment of the Astana International Financial Center (the “AIFC“) in 2018, we have provided legal assistance to a large number of foreign clients in setting up their businesses in the AIFC. Based on our experience, we find that the most attractive and convenient legal vehicle for setting up a holding company in the AIFC is a company in the form of a private company. The purpose of this brief summary is to familiarize potential investors with the main characteristics of private companies in the AIFC. This note does not contain any requirements for regulated companies (such as financial organizations in the AIFC).
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Requirement
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The description
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Minimum share capital
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There is no minimum share capital required.
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Share capital currency
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Shares of a private company can be denominated in any currency (e.g. tenge or USD)
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Deadline for capital payment
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There is no deadline for the payment of the capital.
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Shareholder liability
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The liability of shareholders is limited to the value of their respective investments in shares.
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Shareholder register
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The register of shareholders is kept by the private company itself.
Alternatively, the private company can commission a professional company (e.g. AIX Registrar) to maintain its shareholder register.
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Contributions in kind
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Yes, it is possible to make contributions in kind (but at a price determined by an independent expert).
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Increase in capital
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The procedure for increasing the share capital is quite flexible and can be carried out in different ways (for example, by allocating new shares, by creating a new category of shares, by grouping shares of different categories).
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Deeds of foundation
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The articles of association are the main constitutive document.
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Shareholder agreement
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If there are more than two shareholders in a private company, the shareholders can enter into a shareholders’ agreement (the “SHA“) which may be governed by English law (or another law agreed by the parties) and contain various methods and tools for the protection of shareholder rights under English law.
There is no obligation to disclose SHA.
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Shareholders’ preferential subscription rights
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There are no preferential subscription rights to shares sold by existing shareholders.
Shareholders have a statutory preferential subscription right to purchase new shares issued by the company. However, it is possible to remove the legal right of first refusal by decision of the shareholders.
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Communities
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The management structure includes the general meeting of shareholders (the supreme body) and a board of directors (the management body).
It is also possible to appoint an executive body, which can be a single executive (for example, a general manager) or in the form of a collective executive body (a management board headed by its chairman).
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Any supervisory (regulatory) authority
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No specific control authority.
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Any prospectus requirements
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No.
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Any public disclosure requirements
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No.
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Any public filling requirement
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No.
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Notification requirements
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There are certain notification obligations related to change of address, change of majority shareholders. But these changes are only submitted to the AIFC in the prescribed manner (i.e. they do not become public).
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Set-up time
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Opening a private company in the AIFC is quite fast (several working days).
Apart from opening a new company in the AIFC, it is also possible to open a private company in the AIFC through the mechanism of “transfer” (i.e. migration) from another jurisdiction foreign (the possibility of implementing this option depends on the competence of the company).
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The content of this article is intended to provide a general guide on the subject. Specialist advice should be sought regarding your particular situation.
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