Non-Financial Business
Private Company
A company limited by shares, the liability of which is limited to the amount (if any) that remains unpaid on the Shares held by the Shareholder.
1. Private Company cannot trade its shares on public exchanges;
2.Must have at least 1 Shareholder – can be a natural person or a Body Corporate;
3. Must ensure that its name is immediately followed by the word “Limited” or the abbreviation “Ltd.”;
4. Has no requirements for minimum Share Capital;
5. Must have at least 1 Director – natural person only;
6. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Public Company
A company limited by shares, the liability of which is limited to the amount (if any) that remains unpaid on the Shares held by the Shareholder.
1. Public Company is allowed to offer its Securities to the Public;
2. Must have at least 1 Shareholder – can be a natural person or a Body Corporate;
3. Must ensure that its name is immediately followed by the word ‘Public’ or the abbreviation “PLC.”
4. Minimum Share Capital- US $100,000 at any time;
5. Must have at least 2 Directors
6. Must have at least 1 Secretary
7. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Special Purpose Company
A Special Purpose Company is prescribed as a type of Company (Private or Public);
1. Typically used for either structured Islamic or conventional finance transactions (such as securitisation, structured debt or sukuk issuance), as a loan facility or finance transaction as part of a corporate acquisition;
2. No requirement to take physical office space (but must maintain a registered office address and can be hosted by their appointed Corporate Service Provider)
3. Limited liability status equal to the share capital;
4. The purpose of an SPC, as set out in the AIFC Special Purpose Company Rules, must be limited to “Exempt Activities”, which means any of the following, whether undertaken in an Islamic or conventional manner:
5. The acquisition (by way of leasing, title transfer, risk transfer or otherwise), the holding & the disposal of any asset (tangible or intangible, including but not limited to receivables & shares) in connection with and for the purpose of a Transaction;
6. The obtaining of any type of financing (banking or capital markets), the granting of any type of security interest over its assets, the providing of any indemnity or similar support for the benefit of its Shareholder(s) or any of its subsidiaries, or the entering into any type of hedging arrangements, in connection with and for the purpose of a Transaction;
7. The financing of the Initiator or another Special Purpose Company;
8. The acting as trustee or agent for any participant in the Transaction;
9. Any other activity approved in writing by the Registrar
10. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
General Partnership
May be established in the AIFC for any lawful business, purpose or activity by 2 or more Persons.
Must, at all times, have a registered office in the AIFC to which all communications and notices to the partnership may be addressed.
A general partner is liable, jointly and severally with the other partners, for all debts and obligations of the partnership.
1. Includes 2 or more Persons called general partners.
2. The partners must enter into a partnership agreement signed by all the partners;
3. Name of the general partnership must end with the word ‘Partnership’ or ‘and Partners’ or ‘&Co.’;
4. The general partners may apply for registration of the general partnership, and for the registration of each of the partners;
5. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Limited Partnership
May be established in the AIFC for any lawful business, purpose or activity by 2 or more Persons.
Must, at all times, have a registered office in the AIFC to which all communications and notices to the partnership may be addressed.
A general partner is liable, jointly and severally with the other partners, for all debts and obligations of the partnership.
A limited partner is not liable for any of the partnership’s Liabilities beyond the amounts that they have already contributed or agreed to contribute.
1. Includes 1 or more Persons called general partners and 1 or more Persons called limited partners,
2. A Person may not be a general partner and a limited partner at the same time;
3. A Limited Partnership must have a partnership agreement;
4. Name of the limited partnership must end with the words ‘Limited Partnership’;
5. The general partners may apply for registration of the limited partnership, and for the registration
6. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Limited Liability Partnership
May be established in the AIFC for any lawful business, purpose or activity by 2 or more Persons.
Must, at all times, have a registered office in the AIFC to which all communications and notices to the partnership may be addressed.
A limited partner is not liable for any of the partnership’s Liabilities beyond the amounts that they have already contributed or agreed to contribute.
1. Includes 2 or more Persons called limited partners;
2. A Limited Liability Partnership must have a partnership agreement;
3. Two or more Persons may apply for the incorporation of a Limited Liability 4. Partnership in accordance with the terms of a partnership agreement;
5. A Limited Liability Partnership must ensure that its name includes the words “Limited Liability Partnership”;
6. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Non-profit Incorporated Organisation
An Incorporated Organisation must not conduct an activity unless the activity is an Authorised Activity.
Authorised Activities are the following:
i.activities related to the promotion and development of financial services, so far as the ii. ii. activities are approved at discretion of the Registrar of Companies in relation to the Incorporated Organisation, a class of Incorporated Organisations or Incorporated Organisations generally;
professional and financial services activities, except so far as the activities are activities declared by the Rules not to be authorised activities.
1. An Incorporated Organisation must not be formed to conduct activities for the purpose of commercial or financial gain for its Founding Members or Ordinary Members or former Founding Members or Ordinary Members;
2. One or more Founding Members may apply for the incorporation of an Incorporated Organisation;
3. An Incorporated Organisation must have Founding Members and may have Ordinary Members;
4. Incorporated Organisation, must, at all times, have a registered office in the AIFC to which all communications and notices to may be addressed;
5. Name of the Incorporate Organisation must immediately be followed by the words ‘Non-profit Organisation’ unless those words are part of its name;
6. The Charter of Organisation of an Incorporated Organisation must define who may become a Founding Member or an Ordinary Member of the Incorporated Organisation;
The financial resources of an Incorporated Organisation may consist of the following:
1. fees collected by the Incorporated Organisation for services provided to the Founding Members or Ordinary Members;
2. grants and donations received by the Incorporated Organisation and accepted by its Board;
3. any other resources approved by its Board in accordance with these Regulations and the Rules;
4. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Recognised Company
A company incorporated or formed outside of the AIFC that would like to have a presence in the AIFC through establishing its branch or representative office.
1. Must appoint and retain at all times at least 1 Person who is authorised to accept service of any Document or notice on behalf of the Recognised Company;
2. Must have a place of business in the AIFC to which all communications and notices may be addressed;
3. If a Recognised Company is an applicant for Regulated Activities, it may only apply for regulated activities for which its head office has already been licensed by its home state regulator;
4. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Recognised General Partnership
A general partnership formed outside of the AIFC and recognised by the AFSA to conduct business in the AIFC jurisdiction.
For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Recognised Limited Partnership
A limited partnership formed outside of the AIFC and recognised by the AFSA to conduct business in the AIFC jurisdiction.
For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Recognised Limited Liability Partnership
A limited liability partnership formed outside of the AIFC and recognised by the AFSA to conduct business in the AIFC jurisdiction.
For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Investment companies
Investment Companies are privately or publicly owned type of the Company, which most often offer investors a variety of funds and investment services, which include portfolio management, recordkeeping, custodial, legal, accounting and tax management services.
1. Investment Company is prescribed as a type of Company (Private or Public);
2. Investment Company to permit an Investment Company to be managed by 1 Director, which may be a Body Corporate;
3. Investment Company must, ensure that, whenever it uses its name, the name is immediately followed by:
i. for a Closed-Ended Investment Company—the words ‘Closed-Ended Investment Company’ or the abbreviation ‘CEIC’; and
ii. for an Open-Ended Investment Company—the words ‘Open-Ended Investment Company’ or the abbreviation ‘OEIC’.
4. Investment Company is prescribed as a type of Company (Private or Public);
5. An Investment Company must either be an Open-Ended Investment Company or a Closed-Ended Investment Company;
6. A Company must not be incorporated as an Investment Company, an existing Company must not be converted into an Investment Company, and a Company must not operate an Investment Company, unless: (a) the Company is formed, and is to operate, for the sole purpose of conducting the business of a Fund; and (b) the AFSA has given its prior Written consent.
For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Protected Cell Company
PLEASE, PAY YOUR ATTENTION TO THE FOLLOWING: Due to the absence of the legal framework of Protected Cell Companies in the Tax Code of the Republic of Kazakhstan, the registration of Protected Cell Companies is temporary suspended until relevant amendments to the Tax Code are adopted or AFSA further notice is issued. More detailed information can be found here.
Protected Cell Companies are privately or publicly owned type of the Company. A Protected Cell Company is a special type of vehicles created for the purpose of carrying certain financial services. It can only be used for the sole purpose of conducting insurance business or a fund.
1. A Company shall not be incorporated as, or operate as, a Protected Cell Company, and an existing company shall not be converted into, or operate as, a Protected Cell Company, unless: (a) the Company is formed, and will operate, for the main purpose of conducting business which Protected Cell Companies are expressly permitted to be formed and operated for under Legislation Administered by the AFSA; and (b) the AFSA has given its prior written consent.
2. Protected Cell Company to permit an Investment Company to be managed by 1 Director, which may be a Body Corporate.
3. A Protected Cell Company is prescribed as a type of Company (Private or Public);
4. A Protected Cell Company must, ensure that, whenever it uses its name, the name is immediately followed by the words ‘Protected Cell Company’ or the abbreviation ‘PCC’.
5. A Protected Cell Company is a single legal person and the creation by a Protected Cell Company of a cell does not create, in respect of that cell, a legal person separate from the Company.
6. Each Cell of a Protected Cell Company shall have its own distinct name or designation.
7. A Protected Cell Company may, in respect of any of its Cells, create and issue Cell Shares. The Cell Share Capital shall be comprised in the Cellular Assets attributable to the Cell in respect of which the Cell Shares were issued.
8. A Protected Cell Company may pay Cellular Dividends in respect of Cell Shares.
9. For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Restricted Scope Company
PLEASE PAY YOUR ATTENTION TO THE FOLLOWING: The registration of Restricted Scope Companies is temporary suspended until further notice of the Registrar of Companies.
This is very similar to Private Company Limited by Shares except to the fact that it has less disclosure on public register.
It is used by professional investors, government entities, family offices and limited instances of institutions for whom less regulation and greater confidentiality will be appropriate.
1. A Company shall only be permitted to be incorporated or registered, and operate, as a Restricted Scope Company if:
(a) it is a Private Company (except in respect of such requirements as may be specifically disapplied in relation to Restricted Scope Companies); and
(b) it is a subsidiary undertaking of another body corporate that prepares and publishes group accounts under the AIFC Companies Regulations or such other enactment as the Registrar may recognise for the purposes of this section; or
(c) it is directly or indirectly wholly-owned by:
(i) one person; or
(ii) a group of persons who are members of the same family.
(for the purposes of this subsection (ii) the members of a person’s family are that person’s parents, spouse and children (including step-children)); or
(d) it is subsidiary undertaking of a body corporate that has been formed by a Decree of the President of the Republic of Kazakhstan.
2. A Restricted Scope Company must not conduct activities that are the conduct of Financial Services under the AIFC Financial Services Framework Regulations unless it is authorised by the AFSA to conduct the activities.
3. A Restricted Scope Company must use only the name of the Company that is entered in the Register, and must ensure that, whenever it uses that name, the name is immediately followed by the words ‘Restricted Limited’ or ‘Restricted Ltd.’
For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
Foundations
New foundations regime, intended to assist with wealth management, succession planning, and achieving charitable objectives.
1. A Foundation is a body corporate with a legal personality separate from that of its Founder(s) and any other Person.
2. A Foundation shall at all times have a registered office in the AIFC to which all communications and notices may be delivered.
3. Constitution consists of a Charter and By-laws
4. A Foundation may be established for:
(a) objects which are exclusively charitable; and/or
(b) one or more of the following:
(i) objects which are not exclusively charitable; or
(ii) objects to benefit Persons by name, category or class.
5. May have charitable objects, or be intended to benefit specific person
6. A Foundation may not carry out any commercial activities, except those necessary for, and ancillary or incidental to, its objects.
7. Must have Council to administer property and carry out objects.
8. Must have Guardian to provide oversight if Foundation has charitable objects or specified non-charitable objects.
9.For information on the applicable fees, please refer to the AFSA Fees Rules available on the official website of the regulator. This document contains a comprehensive list of all relevant charges, including authorisation fees, annual supervisory fees, registration-related costs, penalties, and other mandatory payments.
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