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Kazakhstan · Business consulting in Kazakhstan

Getting Your Startup Ready to Raise Investment

Investors put money into a company their lawyer understands. We put the structure, documents and data room in order before you talk to a fund and flag the risks in advance. We don't find investors for you; we get your company ready for that conversation.

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Startup fundraising readiness is often what decides a round, more than the product. An LLP without a cap table, with verbal agreements on equity, a foreigner in the capital without the right status, or code whose rights were never assigned to the company won't pass an investor's review, and the deal gets pushed back by weeks. These problems can be spotted early and fixed before the fund's lawyer opens the data room.

We start with the structure for the round. Some funds and accelerators expect a Delaware company, and a SAFE is designed for a corporation with shares. A holding company in the AIFC (Astana International Financial Centre) offers law based on English common law and its own court, but no special tax benefits for IT. Your Kazakhstan LLP can stay the operating company and keep its Astana Hub status. The investor always makes the decision to invest; our job is to make sure the review doesn't stall on documents.

Who it is for

  • Startups preparing for a pre-seed or seed round
  • Founders invited to an accelerator that requires a Delaware company
  • Teams whose equity split is verbal or doesn't match the state register
  • Companies that a foreign fund or business angel wants to invest in
  • Astana Hub participants that need a holding company without losing the operating company's benefits

Requirements

  • A foreign individual can join the capital of a Kazakhstan LLP only with a business immigrant temporary residence permit, a C5 visa or a permanent residence permit
  • A foreign fund that is a legal entity needs no immigration status, but its documents must be apostilled
  • Agreements with non-residents above $500,000 are registered with the National Bank before the operations start
  • A SAFE is signed with the company whose shares the investor will later receive
  • Non-financial AIFC companies pay 20% corporate income tax and 16% VAT under the general rules
  • A Delaware C-Corp pays franchise tax and files an annual report by March 1 every year

What we do

  • Choose the structure: Kazakhstan LLP, Delaware C-Corp or AIFC holding, and work out where taxes arise
  • Register the holding company and link it to your Kazakhstan LLP
  • Go through SAFE terms such as the cap, discount and MFN, and calculate what the investor gets in the next round
  • Build the cap table and reconcile it with the incorporation documents and the state register
  • Organize the data room into the folders a fund's lawyer expects
  • Run a preliminary due diligence: taxes, currency contracts and code rights
  • Prepare the structure and documents for an accelerator's requirements

Key documents

  • Incorporation documents and members' resolutions
  • The current cap table: founders' stakes, options, SAFEs and loans
  • Contracts with the team and outside developers, plus documents on rights to code and trademarks
  • Major customer contracts
  • Financial statements and tax returns
  • The investor's documents, if an investor has already been chosen

How it works

  1. Briefstage, who is in the capital, how much you are raising and from whom, what has already been promised to investors
  2. Diagnosticsdocuments, cap table, contracts, product rights and taxes; a list of what the investor's lawyer will find
  3. Structurewhether you need a Delaware or AIFC holding company and how to link it to the LLP
  4. Documents and data roomholding company if needed, SAFE or investment agreement, cap table and data room folders
  5. Investor reviewwe answer due diligence questions; if the amount exceeds $500,000, we register the agreement with the National Bank

Timeline

Timing depends on the stage and on how many documents need fixing; we give an estimate after the diagnostics.

Timelines are approximate: government agencies, consulates and banks set them.

What to watch out for

  • The investor decides whether to invest, and an accelerator runs its own selection
  • Code without properly assigned company rights is one of the most common deal-stoppers in a review
  • Currency contracts without a registration number and tax debts come up during due diligence
  • A SAFE signed with the wrong company has to be redone before the round
  • Delaware and AIFC fees are paid at their own rates

FAQ

How much does it cost?

Our service fee is on request. Government fees, translations, insurance and other mandatory costs are paid separately; we send the full estimate before you sign.

How do I find an investor for a startup in Kazakhstan?

Through funds, business angels and accelerators. We don't search for investors on your behalf. Instead we prepare the company so that the conversation doesn't stall on documents: the structure, the cap table, the data room and a list of risks with solutions.

What is a SAFE?

A simple agreement for future equity: the investor pays now and receives shares in the next round on the terms of the SAFE. The document is designed for a corporation with shares, most often a Delaware C-Corp, so the structure has to be settled first.

Why does a startup need a Delaware company?

Many US funds and some accelerators expect one. Your Kazakhstan LLP remains the operating company and can keep its Astana Hub status, while the investor receives shares in a corporation they are used to.

Can a foreign investor invest directly in a Kazakhstan LLP?

Yes. A foreign individual can join an LLP's capital only with a business immigrant temporary residence permit, a C5 visa or a permanent residence permit, while a fund that is a legal entity needs no status. If the agreement exceeds $500,000, it is registered with the National Bank before the money is transferred.

Is the AIFC a good place for an IT startup's holding company?

It works as a jurisdiction with law based on English common law and its own court. There are no special tax benefits for IT there: non-financial AIFC participants pay taxes under the general rules.

How does startup fundraising readiness relate to a data room?

A data room is the set of documents an investor reviews: incorporation documents, contracts, product rights and financial reports. Getting ready means having it complete before the review starts; the fuller it is, the shorter the due diligence and the fewer questions during the deal.

Do you guarantee the result?

No. Decisions are made by government agencies, consulates and banks. We are responsible for preparing and checking documents, filing and support, and we tell you about the risks upfront.

Let’s discuss your case

We will check whether the program fits your citizenship, income and family, and send an estimate with the full list of costs.

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