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LLP Share Deals, Business Sales and Investor Entry in Kazakhstan
We support purchases and sales of stakes in Kazakhstan LLPs, sales of whole businesses and investor entry into the capital: we review the company, calculate both sides' taxes, collect consents and register the changes.
When you buy a stake in a Kazakhstan LLP, the deal usually breaks on small details, and the cost shows up after signing. If the other members were not offered the stake under their pre-emptive right, any of them can go to court within three months and ask to take over the buyer's rights. If the buyer didn't withhold tax from a non-resident seller, the buyer is liable to the tax authority as a tax agent. If the company sold more than 25% to a legal entity, it lost the right to the simplified tax regime.
We take the deal step by step. First comes due diligence and the choice of structure: a share purchase, an increase in charter capital or a purchase through a holding company. Then the tax calculation for both sides, a contract with the seller's warranties, notices and consents, and registration of the new list of members. If the tax regime changes after the deal, we move the accounting over from the correct date. Closing depends on the parties, banks and state bodies; we are responsible for the review, the documents and the timing of our own work.
Who it is for
- LLP members selling a stake or exiting the business
- Buyers of a stake or of a whole company
- Investors entering the capital through an increase in charter capital
- Foreign companies and funds buying a stake in a Kazakhstan LLP
- Founders restructuring ownership through a holding company
Requirements
- LLP members have a pre-emptive right to buy a stake; if they don't buy it within a month of the notice, it can be sold to a third party at no less than the price in the notice
- A non-resident's income from selling a stake is taxed at 15%, or 20% for low-tax jurisdictions; the buyer withholds the tax
- Buying more than 50% requires prior antitrust approval if the parties' assets or revenue for the previous year exceed 10 million MCI
- Deals with non-residents above $500,000 are registered with the National Bank before the money is transferred
- A foreign individual can buy a stake with a business immigrant temporary residence permit, a C5 visa or a permanent residence permit; a foreign company needs documents with an apostille or legalization
What we do
- Run due diligence on the company: documents, taxes, bank, contracts and product rights
- Choose the deal structure and calculate the seller's and buyer's taxes
- Check whether a double tax treaty lowers the tax if a certificate of residence is available
- Draft the share purchase agreement, the seller's warranties, members' resolutions and the new charter
- Prepare pre-emptive right notices and collect consents
- Register the changes in the state register and update beneficial ownership data for the bank
- Move the accounting to the general tax regime if the deal requires it
Key documents
- The LLP's incorporation documents and the history of changes in its members
- Documents of the parties: passports or register extracts with an apostille and translation
- The company's financial statements and tax returns
- Major contracts, currency contracts and documents on product rights
- The non-resident seller's certificate of residence, if available
- Preliminary agreements on price and timing
How it works
- Briefwhat is being sold, who the parties are, whether they are residents and what has already been agreed
- Company reviewdue diligence on documents, taxes, bank and contracts; a risk report
- Structure and taxesthe deal scheme, tax calculations for both sides, a list of consents and deadlines
- Documentsagreement, members' resolutions, pre-emptive right notices, filings with state bodies
- Closing and aftersigning, payment with tax withheld, registration of changes, National Bank filing and change of tax regime if needed
Timeline
Timing depends on the parties, the consents required and the review; we set the schedule at the structure stage.
Timelines are approximate: government agencies, consulates and banks set them.
What to watch out for
- A sale that bypasses the pre-emptive right gives any member three months to challenge it in court
- A buyer who didn't withhold tax from a non-resident seller is liable for that tax
- After selling more than 25% to a legal entity, the LLP loses the right to the simplified tax regime
- A deal without the required antitrust approval or National Bank registration may be treated as a violation
- Notary services and state fees are paid separately
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 sell a stake in a Kazakhstan LLP?
First, notify the LLP's executive body in writing of the price, because the other members have a pre-emptive right to buy. If no member buys the stake within a month, it can be sold to a third party at no less than the stated price, and the new list of members is then registered.
What tax does a non-resident pay when selling a stake in an LLP?
15% on the capital gain, or 20% if the seller is in a low-tax jurisdiction. The buyer withholds the tax, even if the buyer is an individual. A double tax treaty may lower the rate if a certificate of residence is provided before payment.
Do I need antitrust approval to buy a business?
Yes, if the buyer acquires more than 50% and the parties' assets or revenue for the previous financial year exceed 10 million MCI. The approval is obtained before the deal, not after.
Can a foreigner buy a stake in a Kazakhstan LLP?
A foreign individual without a residence permit can do so only with a business immigrant temporary residence permit or a C5 visa. A foreign company needs no immigration status, but it does need a register extract with an apostille or legalization and a notarized translation.
How does an investor enter an LLP?
Usually through an increase in charter capital: a members' resolution, a new version of the charter and registration of the changes. If a foreign fund invests more than $500,000, the agreement is registered with the National Bank before the money is transferred.
We are selling 40% of our LLP to a foreign company. What should we consider?
An LLP in which a legal entity holds more than 25% can't use the simplified tax regime. We calculate what moving to the general regime will cost and build it into the deal terms before signing.
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.
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