Registration of LLP with foreign participation

One of the common organizational and legal forms of legal entities being created in Kazakhstan is a limited liability partnership (hereinafter – LLP), in connection with which we will consider the procedure for registering a LLP.

The activities of the LLP are regulated by the Law of the Republic of Kazakhstan “On Limited and Additional Liability Partnerships”, and the procedure for registering a legal entity is regulated by the Law of the Republic of Kazakhstan “On State Registration of Legal Entities and Record Registration of Branches and Representative Offices”.

An LLP can be formed by one or several founders, respectively, if an LLP is created by one founder, then it is created on the basis of a sole decision, and if an LLP is created by several founders, then a protocol and a memorandum of association are signed, then the charter of the legal entity is approved.

For the state registration of an LLP, the registration authority requires the submission of the following documents from the founders:

• For non-resident individuals, a copy of a passport or other identity document with a notarized translation into Kazakh and Russian is required;
• For non-resident legal entities, a legalized extract from the trade register or other legalized document is required, which certifies that the founder is a legal entity under the laws of a foreign state, with a notarized translation into Kazakh and Russian.

Depending on the country where the subject is registered, an apostille or consular legalization of the document is required.

After all the documents have been collected, it is necessary to submit the documents for registration, at this stage an application is filled out to the registering authority on the creation of an LLP, the state fee is paid (only for large businesses), more about the differentiation into categories of business entities on the website. On this, the procedure for creating an LLP is considered completed and it is only necessary to wait for registration, which takes 1-2 business days.

Regarding the assignment of IIN and BIN

In accordance with the Tax Code of the Republic of Kazakhstan and the Law of the Republic of Kazakhstan “On National Registers of Identification Numbers”, for non-residents who intend to receive income from sources in the Republic of Kazakhstan, it is necessary to assign an individual identification number (hereinafter – IIN) for individuals and a business identification number (hereinafter – BIN) for legal entities.

To obtain an IIN, a non-resident individual must submit notarized copies of the following documents:

• Identity card of a foreigner or stateless person;
• Confirming tax registration in the country of citizenship, indicating tax registration or its equivalent, if such document is available;
• Fill out an application at the State Revenue Office.

To obtain a BIN, a non-resident legal entity must submit notarized copies of the following documents:

• constituent documents;
• confirming state registration in the country of incorporation of a non-resident, indicating the registration number or its equivalent;
• confirming tax registration in the country of incorporation of a non-resident, indicating the tax registration number or its equivalent, if such a document is available;
• Fill out an application at the State Revenue Office.

For its part, KORGAN LAW COMPANY performs the following actions:

• Preparation of constituent documents: memorandum of association, charter, order, decision of the founder;
• Registration with the justice authorities, state revenue authorities, statistics authorities, in agreement with the client, support for the initial submission of the necessary reports;
• Making a seal after agreeing the design with the client, preparing the necessary documents for opening an account with the Bank;
• Re-registration of a legal entity in the event of: changing the name, increasing or decreasing the authorized capital, changing the founders, as well as making other changes that do not require state re-registration: changes in the charter, increasing the size of the authorized capital, changing the address of the location, changing the type of activity and change of director.