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Liquidation and reorganization of LLPs in Kazakhstan

03.03.2025

There are two ways to close a company in Kazakhstan: liquidate it or reorganize it — merge it into another company, consolidate, divide it, or spin off part of the business into a new legal entity. KORGAN law firm handles both procedures: we prepare the participants’ decisions, notices and the announcement for creditors, support the tax stage and register the termination or reorganization. If debts exceed assets, we choose the procedure under the Law “On Rehabilitation and Bankruptcy” and represent the company in court.

What we do

Voluntary liquidation of an LLP — from the participants’ decision to removal from the National Register of Business Identification Numbers.
Simplified termination — without a tax audit, if the company meets the conditions.
Closing a branch or representative office of a Kazakh or foreign company.
Reorganization: merger by absorption, consolidation, division, spin-off, transformation of an LLP.
Liquidation of a company with debts: debt restructuring, rehabilitation, bankruptcy, liquidation without bankruptcy proceedings.

How voluntary liquidation of an LLP works

Participants’ decision. An LLP is liquidated by a decision of the general meeting of participants (para. 1, Art. 68 of the Law “On Limited and Additional Liability Partnerships”), or of the sole participant. The registration authority and the state revenue authority are notified immediately after the decision (para. 1, Art. 50 of the Civil Code). From the day the termination application is filed, the tax authority treats the company as a taxpayer in liquidation (para. 5, Art. 74 of the 2026 Tax Code).
Liquidation commission. It takes over the management of the company’s property and affairs and represents the company in court (para. 2, Art. 50 of the Civil Code).
Announcement and creditors. The commission publishes a liquidation notice in a periodical distributed throughout Kazakhstan and notifies known creditors in writing. Creditors have at least two months from publication to file claims (para. 3, Art. 50 of the Civil Code).
Interim liquidation balance sheet and taxes. After the claims period the commission draws up an interim liquidation balance sheet, which the participants approve (para. 4, Art. 50 of the Civil Code). Within three working days of approval, liquidation tax returns are filed (para. 2, Art. 75 of the Tax Code), the taxes shown in them are paid within ten calendar days (para. 3, Art. 74), and the cash register is deregistered (para. 4, Art. 74). The liquidation returns are the basis for a tax audit (para. 6, Art. 74; para. 2, Art. 75).
Settlements with creditors — in the order of priority of Art. 51 of the Civil Code. If the assets are insufficient to satisfy all claims, the commission must apply to court to declare the company bankrupt (para. 4, Art. 49 of the Civil Code; para. 4, Art. 4 of the Law “On Rehabilitation and Bankruptcy”).
Liquidation balance sheet. The participants approve it (para. 7, Art. 50 of the Civil Code) and it is submitted to the tax authority once the company has no debts and no amounts due for refund from the budget. The tax authority sends confirmation of no debt to the registration authority; after its notice the company must apply for termination within three working days (paras. 7–9, Art. 75 of the Tax Code).
Registration of termination. An electronic application via the e-government web portal with the liquidation decision and proof of publication; a fee to the State Corporation “Government for Citizens” is paid by commercial organizations, except small and medium-sized businesses. A private business does not need to seal the decision. The application is filed no earlier than two months after publication; if there are no violations, the registration authority registers the termination within five working days. The company ceases to exist once this is entered in the National Register of Business Identification Numbers (Art. 16 of the Law “On State Registration of Legal Entities and Registration of Branches and Representative Offices”).

Timeframes and grounds for refusal

Liquidation cannot take less than two months: that is the period the law gives creditors to file claims. The rest depends on the tax audit and on the state of the company’s reporting. The registration authority refuses termination if the liquidation procedure was violated, the company still has branches or representative offices that have not been deregistered, it has tax debt, or the tax authority refused to provide information on its debts (Art. 16 of the Law on State Registration). That is why, before the liquidation decision, we check the reporting, debts to the budget, branches and open bank accounts.

Simplified procedure

No tax audit is carried out when a business is terminated under the simplified procedure (para. 6, Art. 74 of the Tax Code). The conditions under which a company may close this way, and the procedure itself, are set by the authorized body, not by the Code. Before liquidation starts, we check whether your LLP qualifies based on its reporting and the current rules.

Closing a branch or representative office

A branch or representative office is deregistered on the company’s application with the branch regulations and proof of payment to the State Corporation, within five working days (Art. 16-1 of the Law on State Registration). A branch of a foreign company will be refused if it has debts to the budget, so we settle the tax obligations first: liquidation tax returns are filed both by a branch of a non-resident and by a branch of a Kazakh company that pays taxes on its own (para. 2, Art. 75 of the Tax Code).

Reorganization

Reorganization of an LLP — consolidation, merger by absorption, division, spin-off or transformation — is carried out by a decision of the general meeting of participants (Art. 45 of the Civil Code, Art. 61 of the Law on LLPs).

Creditors. Within two months of the decision, the LLP notifies all creditors in writing and publishes an announcement. Creditors then have two months to demand early performance of obligations and compensation for losses (para. 4, Art. 62; paras. 6–7, Art. 63 of the Law on LLPs; Art. 48 of the Civil Code).
Documents. For a consolidation or merger — a merger agreement and a transfer deed; for a division or spin-off — a plan and a separation balance sheet. They must provide for succession to all obligations, otherwise registration is refused (Arts. 46–47 of the Civil Code, Art. 6-3 of the Law on State Registration).
Taxes. In a consolidation or merger, liquidation tax returns and the transfer deed are filed with the tax authority within three working days of approval of the deed. In a division, liquidation tax returns and an application for a tax audit are filed within three working days of the decision; in a spin-off, an application for a tax audit. The separation balance sheet is submitted once the audit shows no debt (paras. 4–6, Art. 77 of the Tax Code).
Registration. The new LLP is registered after the creditors’ period expires. If no application is filed within a year of the decision, the reorganization is deemed not to have taken place (Art. 67 of the Law on LLPs). In a merger by absorption, the company is deemed reorganized once the termination of the absorbed company is entered in the register (para. 4, Art. 45 of the Civil Code).
Liability. LLPs created by division or spin-off are jointly and severally liable for the obligations of the reorganized partnership for one year (para. 8, Art. 63 of the Law on LLPs).

In a reorganization, a company’s licenses are reissued under Article 34 of the Law “On Permits and Notifications”: in a merger, transformation or accession — without a new check of the qualification requirements; in a spin-off or division — to only one new legal entity and only if it meets those requirements. More details — on the page “Obtaining licenses and permits in Kazakhstan” and in our video “What to do with a license if a reorganization has taken place“.

When debts exceed assets

Temporary insolvency — wages, social payments and certain other obligations unpaid for three months, the rest for four (Art. 5-1 of the Law “On Rehabilitation and Bankruptcy”). The company can keep the business through debt restructuring under an agreement with creditors approved by the court (Chapter 2-1), or through a rehabilitation procedure under a rehabilitation plan (Chapter 5).
Bankruptcy — in case of persistent insolvency, when obligations exceed the value of assets (Art. 5). The procedure lasts nine months and may be extended by the meeting of creditors (Art. 84).
Liquidation without bankruptcy proceedings (Arts. 113–114) — on the company’s own application, if its debts do not exceed 2,500 MCI and for three years it has had no property, receivables, bank or cash payments, tax or customs audits, or transactions that could be invalidated, and there is no criminal investigation against its participants or officers related to its activities; or on the application of the tax authority, if the company, its participants and officers cannot be located for six consecutive months and for three years it has had no property, receivables or such transactions.

From our practice

Two companies were closing branches that had no activity. The documents for liquidation were incomplete — our lawyers restored them and then had the tax authority at the branches’ location confirm payment of the fee. The branches were deregistered within two months.
We registered the merger of one LLP into another — “Successful registration of the merger of LLC with LLC” and “Reorganization in the form of a merger“.
We carried out a reorganization by spin-off — from the decision and separation balance sheet to registration of the new LLP — “Reorganization by spin-off“.
A client applied for liquidation of a company without bankruptcy proceedings. During the case the parties to the dispute reached an agreement, the court approved a settlement, and lengthy proceedings were avoided — “Liquidation of a company without bankruptcy proceedings“.

Cost

The cost depends on the form of closure or reorganization, the state of reporting and debts, and is agreed before work begins.

Frequently asked questions

How can an LLP be closed in Kazakhstan?

By liquidating it or reorganizing it — for example, merging it into another LLP. Voluntary liquidation goes like this: the participants’ decision and notice to the registration and tax authorities, a liquidation commission, an announcement and at least two months for creditors’ claims, an interim liquidation balance sheet and liquidation tax returns, settlements with creditors, the liquidation balance sheet and registration of termination (Art. 50 of the Civil Code, Arts. 74–75 of the 2026 Tax Code).

How long does LLP liquidation take?

It cannot take less than two months: that is the period the law gives creditors to file claims, and the termination application is filed no earlier than two months after publication. The rest depends on the tax audit and on the state of the company’s reporting. If there are no violations, the registration authority registers the termination within five working days.

Can an LLP be closed under the simplified procedure?

Yes, if the company meets the conditions: no tax audit is carried out when a business is terminated under the simplified procedure (para. 6, Art. 74 of the Tax Code). The conditions and the procedure itself are set by the authorized body, not by the Code, so before liquidation starts we check whether your LLP qualifies based on its reporting and the current rules.

Why can registration of liquidation be refused?

The registration authority refuses if the liquidation procedure was violated, the company still has branches or representative offices that have not been deregistered, it has tax debt, or the tax authority refused to provide information on its debts (Art. 16 of the Law on State Registration of Legal Entities). That is why, before the liquidation decision, we check the reporting, debts to the budget, branches and open bank accounts.

How does LLP reorganization work?

By decision of the general meeting of participants. Within two months the LLP notifies creditors and publishes an announcement, prepares a merger agreement and a transfer deed or a separation balance sheet, files tax returns, and the new LLP is registered after the period given to creditors. If the application is not filed within a year of the decision, the reorganization is deemed not to have taken place (Arts. 61–67 of the Law on LLPs).

What if an LLP’s debts exceed its assets?

If the assets are insufficient to satisfy all claims, the liquidation commission must apply to court to declare the company bankrupt (para. 4, Art. 49 of the Civil Code). In case of temporary insolvency, the business can be kept through debt restructuring or rehabilitation. If the debts do not exceed 2,500 MCI and for three years the company has had no property, payments or transactions, it can be liquidated without bankruptcy proceedings (Arts. 113–114 of the Law “On Rehabilitation and Bankruptcy”).

To discuss the liquidation or reorganization of your company, call us: +7 700 500 05 53, or leave a request on the website.

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