Redomiciliation of a company to the AIFC, Kazakhstan

Key characteristics of the redomiciliation process include:

• Change of registered office: this results in establishing a new registered corporate office and headquarters in the country of arrival.
• Business continuity: without formal liquidation protocols in the country of initial registration, the commercial entity retains all existing assets and structural organisation, allowing for enduring trade activities and contractual commitments without disruption.
• Reciprocal legislative consent: necessitating joint legislative consent from both origin and destination countries, this corporate migration must be legally viable across the involved jurisdictions.
• Administrative protocols: Mandatory documentation, permits from regulators, and communication with government agencies form part of the bureaucratic redomiciliation procedure.

Frequent drivers of migration include beneficial tax regimes, preferential regulatory frameworks, and facilitating access to overseas markets or investment capital — thus bolstering competitive advantage and strategic growth opportunities. So, corporate redomiciliation presents companies with a valuable mechanism to globalise operations and consolidate international market presence within an optimal business environment.

Advantages of redomiciliation of a business to the AIFC, Kazakhstan

The Astana International Financial Centre (AIFC) furnishes a compelling destination for redomiciliation enterprises in Kazakhstan seeking strategic geopolitical expansion, operational streamlining, global market access and augmented international visibility.

Key benefits include:

• Preferential fiscal regulations: the AIFC operationalises robust incentives around direct taxation, dividend exemption and other concessional tax protocols to bolster corporate financial performance.
• Administrative ease: relocating the legal entity into the AIFC economic zone simplifies bureaucratic requirements through process re-engineering, improving the ease of conducting trade.
• Global talent acquisition: relaxed foreign labour regulations incentivise global expertise acquisition and enable staffing flexibility for multinational corporations.
• International market access: the AIFC furnishes a strategic springboard to target enhanced commercial opportunities in Central Asia, Eurasia, and adjacent high-growth markets.
• Reputational advantage: registering in a rising international finance hub boosts institutional credibility and investor confidence for accessing growth capital.
• Robust legal protections: the AIFC is an English common law jurisdiction and offers best-in-class shareholder rights and dispute resolution mechanisms.

In totality, the strategic positioning of the AIFC is perfect for the company's redomiciliation. It allows enterprises to simultaneously upgrade operational environments while unlocking new avenues for business expansion and value creation.

Robust legal protection: English law in the AIFC

The Astana International Financial Centre implements a pioneering hybrid legal system, fusing English common law conventions within Kazakh civil law traditions to sculpt an investor-friendly jurisdiction.

Legislative structure

The Constitutional Statute cementing the AIFC outlines four layers:

1. The Constitutional Act
2. Enactments of the Centre compatible with it, potentially mirroring English law
3. Subordinate rules tracing English law principles
4. Kazakhstan legislation in cases where it does not contradict the rules of the Center.

Judicial branch

The independent AIFC Court adjudicates using embedded Centre enactments and recognised common law precedents. Its remit excludes criminal prosecution and administrative law.

Jurisprudence

The Court claims exclusive competence in resolving civil disputes between AIFC participants, including registered foreign staff and companies. This encompasses conflicts related to transactions executed within the IFC.

The process of migrating a company to the Astana IFC

Relocating corporate registration into the Astana International Financial Centre obliges methodical navigation across legal, administrative and operational domains underpinned through strategic foresight.

Key procedural phases comprise:

1. Preliminary evaluation
   1. Rigorous impact analysis on fiscal liabilities, regulatory alignments and organizational preparedness for the new Kazakh jurisdiction.
2. Securing internal mandates from owners and managers
   1. Formally obtaining shareholder and leadership consent to activate migration procedures.
3. Lodging statutory application
   1. Submitting comprehensive corporate particulars, financial statements and compliance certificates to fulfil AIFC registration prerequisites.
4. Administrative approval
   1. Sequential AIFC validation spanning financial, legal and shareholding authenticity elements as registration requirements.
5. Legal transitioning
   1. Drafting new articles of incorporation, charters, and by-laws congruent with Kazakh legal protocols upon securing regulatory approvals.
6. Formal redomiciliation
   1. Officially transferring the headquarters and legally registering the corporate entity with AIFC agencies.
7. Operational integration
   1. Methodically relocating assets, workflows and functionally adapting accounting, reporting, and governance processes to leverage the benefits of the new regime.

The specific components may modulate subject to unique organizational needs and evolving statutory obligations across jurisdictions. Yet meticulous governance, legal, financial and operational harmonization remains vital for frictionless continuity during redomiciliation.

Analysing financial statements when migrating to the AIFC

The Astana Financial Services Authority (AFSA), as principal regulator, institutes rigorous procedural safeguards for evaluating applicant financial reliability and continuity risk when redomiciliation to the Astana International Financial Centre.

Analysis of the financial statements of a foreign company when migrating to the Astana IFC in Kazakhstan is carried out as follows:

Evaluation methodology

AFSA interrogates

• antecedent accounting documentation,
• assesses asset-liability mismatches,
• stress-tests growth assumptions,
• probes the credibility of statutory signatories.

Approval principles

Provisional authorization necessitates satisfactory mitigation of business continuity threats, financial crime vulnerabilities, alongside a credible path to statutory compliance.

Thus, AFSA’s quantitative and qualitative inspection protocols ensure only firms with aligned operational capabilities, clean track records and strategic clarity may undertake licensed activities within the AIFC economic zone.

Necessary documents for regulatory approvals in AIFC

Relocating corporate registrations into the AIFC requires methodical legal and governance protocols spanning across multiple stakeholders to cement legitimate continuity.

Thus, orchestrating unambiguous legal standing across shareholders, executives, and external parties remains vital whilst demonstrating comprehensive compliance ensures smooth migration into the AIFC special economic zone.

An integrated approach targeting procedural clarity, financial transparency and cross-border legitimacy guarantees continuity for new ventures in the AIFC, Kazakhstan.

Redomiciliation cases

The AIFC furnishes an efficient conduit for strategic corporate migrations, as underscored through recent precedents:

Polymetal PLC

• Migration trigger: Pursuing optimal shareholder returns and trading avenues following geopolitical realignments in September 2022.
• End of the process: Completing legal transfer from Jersey to AIFC Kazakhstan on 8th August 2023.
• Post-migration trade: Polymetal equity restored trading on AIX, Kazakhstan by September 2023.

Fix Price Group Ltd

• Migration trigger: Shareholder resolution on 9th November 2022 prioritizing process optimization.
• Expected completion: Second half, 2024 from Cyprus into AIFC Kazakhstan.
• Strategic impact: Streamlining dividend payouts whilst retaining London and AIX equity listings.

KERC

• Original jurisdiction: Bermuda based initial registration.
• Execution method: Incorporation transfer into AIFC jurisdiction in December 2019.
• Outcome: Operational continuity alongside accessing AIFC’s fiscal incentives and capital market access.

Thus, the AIFC actively furnishes legal mechanisms for frictionless migration pathways across diverse sectors that crystallize shareholder value whilst upholding enterprise continuity.

In conclusion, redomiciliation of a business into the Astana IFC enables continuity of trade obligations and asset holdings whilst unlocking gateway access into Kazakhstan’s thriving economic landscape.

Although necessitating stringent adherence to legal protocols, redomiciliation furnishes a conduit for geographic expansion, institutional upgrading and reputational augmentation.

Swelling international potential of the AIFC promising for offshore ventures. But the strategic decision to migration merits meticulous planning across tax, legal, financial and operational dimensions.

Our multidisciplinary team offers consultation around navigating statutory requirements, drafting incorporation documents, liaising with regulators and managing transactions to ensure seamless redomiciliation of your company to the AIFC.

Leveraging our expertise in managing smooth business migration guarantees efficient access into Kazakhstan’s institutional incentives and advanced infrastructure for ambitious firms charting new avenues for sustainable scaling.