Purchase of a ready-made company in Kazakhstan

Purchase of a ready-made company in Kazakhstan is an effective way to enter a promising market, saving time on registration and minimizing legal formalities. In a stable economic climate and favorable tax policy of Kazakhstan this option is especially attractive for foreign and local investors.

Business environment and economic potential of Kazakhstan

The Republic continues to develop its business environment and economy, providing profitable conditions for business in Kazakhstan. The country's government actively supports measures to stimulate the economy, including increased investment and modernization of production facilities. GDP growth is projected to be 5.6% in 2025, despite slowdowns in certain sectors such as oil production and the construction industry. Main driving forces economic growth in the state - This is industry, wholesale trade and construction, which strengthen the country’s position in the Central Asian region.

Basic aspects of the business environment in Kazakhstan

Investment attractiveness and government support demonstrates a steady interest in foreign direct investment, including in non-resource sectors. In 2023, FDI volume amounted to more than $26 billion, most of which was directed to the industrial sector. The government is also actively attracting capital to emerging sectors such as IT and agriculture by providing tax incentives and supporting work in special economic zones.

Due to its geographical location, Kazakhstan acts as an important link between Europe and Asia. Today the country is strengthening its transport and logistics infrastructure, which contributes to the growth of foreign trade turnover. The state is a member of the Eurasian Economic Union, which simplifies trade conditions and access to international markets.

In response to rising inflation, which has reached high levels in recent years, the National Bank of Kazakhstan tightened monetary policy, but began reducing the base rate from mid-2023 to support the economy. This decrease helps to increase the availability of loans for businesses, but the government continues to regulate inflation, keeping it at 7-8%.

Promising directions for business in Kazakhstan

Kazakhstan continues to strengthen its position as one of the investment hubs of Central Asia, thanks to the support of several key sectors.

Choosing a location for business in Kazakhstan: features of special economic zones

Each of regions for business development in Kazakhstan has its own economic characteristics and key industries. Along with this, the country actively supports investors by creating special economic zones with tax incentives and infrastructure.

Legislative regulation of commercial activities in Kazakhstan

In 2024 legal regulation of commercial activities in Kazakhstan aimed at creating favorable conditions for business and attracting investors.

Basic laws governing commercial activities in Kazakhstan

Civil Codex of the Republic of Kazakhstan – the cornerstone for all mercantile dealings, delineating the precepts for the inception and functioning of juridical entities, as well as stipulations for the safeguarding of proprietary entitlements and the formalization of accords. The cardinal tenets of the codex pertain to the juridical standing of entrepreneurial establishments and the doctrines of their interplay.

The Statute “Pertaining to State Acquisition” governs the protocol for state requisitions, which holds particular significance for enterprises inclined toward collaboration with governmental bodies. The enactment delineates bidding stipulations, adjudication benchmarks, and agreement provisos. The advent of digitization has facilitated the refinement of the state requisition mechanism, rendering it more lucid and attainable for diminutive and intermediate-scale enterprises.

The Law “On Registration of Legal Entities and Accounting Registration of Branches and Representative Offices” is aimed at simplifying business registration in Kazakhstan. According to it, registration procedures are minimized and can be completed online through the Electronic Government system. After submitting the necessary documents, the company is registered within one day, which significantly speeds up process of opening a business in the Republic of Kazakhstan.

Tax Code of the Republic of Kazakhstan establishes the tax rates, obligations and benefits available to businesses. The country has privileges in corporate tax, property and land tax, especially on territories with special economic status, which reduces the tax burden on business. The government also provides support for entrepreneurs in the form of tax breaks for startups and enterprises operating in priority areas, including renewable energy.

The Statute “On Safeguarding Rivalry” governs the norms and tenets for the preservation of commercial contention, forestalling the monopolization of marketplaces and shielding petite and moderate-sized enterprises from inequitable rivalry. The dominion's antitrust arbiter meticulously oversees adherence to these precepts, particularly within pivotal domains of the economy, thereby bolstering the assurance of proprietors and rendering the mercantile milieu more equitable.

The scripts of the statutes may be unearthed on the sanctioned portal of the Directorate of Jurisprudence of the Commonwealth of Kazakhstan: www.gov.kz.

Main organizational and legal forms of companies in Kazakhstan

For doing business in Kazakhstan Entrepreneurs have access to a number of OPFs, each of which has its own requirements for the authorized capital, management composition and responsibilities of the company.

Comparative table of OPF

Indispensable assemblage of papers for acquiring an established enterprise in Kazakhstan

To procure an extant enterprise within Kazakhstan, one must amass a compendium of documents that shall facilitate the juridical impeccability of the accord and the lucidity of the establishment's holdings. Foremost, it is requisite to obtain the statute and foundational concord of the entity, alongside an excerpt from the registry of juridical persons.

Moreover, documentation is necessitated to substantiate entitlements to assets possessed by the enterprise, encompassing deeds of immovable property ownership and tenancy covenants in instances where the establishment rents quarters. Furthermore, it is imperative to furnish charters and authorizations for functionality, should the entity engage within a circumscribed domain.

Personnel documentation is also important: employment contracts with key employees, staffing schedules and contracts with contractors that ensure the continuation of business processes.

How it happens purchase of a ready-made business in Kazakhstan

Executing scrupulous prudence

Prior to procuring a pre-established enterprise in Kazakhstan, the acquirer must undertake an exhaustive scrutiny. This constitutes conventional practice during the procurement of a functioning firm, as it enables the mitigation of perils linked to the transaction. Regardless of how steadfast and prolific an enterprise may seem, the vendor might withhold certain conceivable juridical, pecuniary, or fiscal predicaments that could adversely influence ensuing undertakings. In Kazakhstan, this process encompasses the following stages.

• Authentication of foundational writs. It is imperative to ascertain that the enterprise is duly constituted and functions in alignment with the juridical scaffold. Kazakhstan. It is prudent to scrutinize amendments in the foundational writs, compendium, and mercantile sanctions.
• Examination of Proprietary Entitlements. Scrutiny of entitlements to immovable property, intellectual assets, apparatus, and other holdings of the entity, alongside the inexistence of encumbrances or juridical contentions regarding these holdings.
• Checking the company's obligations. Covers the analysis of all contracts, debt obligations and debts. The purpose of such actions — make sure that operating business in Kazakhstan does not bear serious financial risks that can be transferred to the buyer.
• Audit of tax obligations and calculations. The buyer is obliged to ensure that the enterprise complies in a timely manner tax obligations valid on the territory of Kazakhstan. This consists of checking calculations of taxes and contributions to pension and social funds.
• Analysis of labor obligations. Verification of employee employment contracts, wage arrears and compliance labor legislation. It is important to take into account that according to Kazakh legislation, when transferring a company to a new owner, the labor rights of employees must not be violated.

Conclusion of a purchase and sale agreement

Completed authentication, the parties commence the formulation and consummation of accords for the transference and acquisition of an operational enterprise. The Civil Code of the Republic of Kazakhstan stipulates the obligatory formalization of a written pact encompassing the ensuing principal stipulations.

• Price and payment terms: The pact must encompass the aggregate expenditure of the enterprise, modalities and stipulations of remuneration, along with the prospect of deferments.
• Subject of the contract: A precise delineation of the conveyed assets and participations in the authorized capital of the enterprise, comprising realty, apparatus, intellectual property entitlements, and other holdings.
• Rights and obligations of the parties: The signatories must enumerate the duties and charges for executing the conditions of the transaction, as well as the entitlements of the signatories in the eventuality of claims and contentions.
• Warranties and Representations: The vendor assures the purchaser with guarantees concerning the title to the enterprise, the absence of concealed arrears and fiscal encumbrances, as well as the capacity to discharge obligations.

The juridical framework of Kazakhstan permits the purchaser and vendor to employ facsimiles of papers authenticated by a notary to affirm their legal potency.

Official enrollment of conveyance of proprietorship

Pursuant to the statute "On State Registration of Legal Entities," in order to effect modifications to the registry particulars of a juridical person following a change in proprietorship of an enterprise in Kazakhstan, it is requisite to undergo the governmental re-registration process with the competent authority. This process encompasses the inscription of information into the Unified State Register of Legal Entities and the revalidation of entitlements to the establishment.

Amendments are recorded via Public Service Centers (PSC) or with the assistance of the authorities on the portal egov.kz. For this, one must solicit a dossier of papers formalizing a contract of alienation for a portion (or portions) of the entity, as well as a memorandum or resolution of the corporation’s empowered body regarding an alteration of proprietor. Instruments verifying the transfer may encompass attested duplicates and instruments validating the conveyance of entitlements.

Accounting for tax obligations

In case change of owner, the company is obliged to promptly inform the tax authorities about changes in the charter and ownership rights. Tax legislation of Kazakhstan requires the company to file tax returns and satisfy all tax liabilities accrued prior to the transaction. The buyer may also be required to settle the firm's tax debts identified during the audit in order to avoid financial risks.

For effective tax management, it is recommended to contact a tax consultant who will assess tax obligations and help minimize risks when concluding a transaction purchasing an existing business in Kazakhstan.

Labor and social obligations

Pursuant to the labor codification of the nation, upon the alteration of the proprietor of the establishment, the entitlements of the workforce are upheld, and the work pacts remain operative. It is advised that the new proprietor undertake an examination of the employment pacts and disbursements to ascertain the absence of wage arrears and social allowances. Should the establishment dispense gratuities, indemnity remittances, or other supplementary recompense, these responsibilities similarly transfer to the new possessor.

Juridical assistance in the accord

The process of acquiring a ready-made company in the Republic of Kazakhstan consists of many legal and administrative aspects requiring a professional approach. Involving qualified lawyers and financial advisors helps to minimize risks and ensure successful completion of the transaction. Lawyers will ensure strict compliance with all legal requirements, including drawing up a purchase and sale agreement, registering rights and resolving tax and labor issues. Also, professional support will help resolve possible disputes that arise after the purchase and protect the interests of the buyer.

Tax regime and financial obligations in Kazakhstan

Fiscal regime for legal entities in Kazakhstan includes several main taxes. Special tax regimes of Kazakhstan are aimed at small and medium-sized businesses and allow the use of a simplified declaration. It is suitable for individual entrepreneurs and legal entities with up to 30 employees and an annual turnover of up to 88,748,296 tenge. (181 953 USD). If purchased operating organization meets all the criteria, a simplified regime may be available to you, which will reduce tax expenses.

Enterprises that have an income of less than 144,184 MCI and employ up to 50 employees can also take advantage of a permanent deduction in the company of up to 30% of income with reliable documentary evidence of expenses. This deduction reduces the tax base if the company's expenses are no more than 70% of its income.

VAT rate in Kazakhstan is 12%, the following are exempt from paying this tax:

• state enterprises;
• companies representing structural divisions of Kazakhstan residents;
• organizations that operate under special regimes intended for agricultural and farm enterprises;
• companies with an annual turnover below 20,000 MCI.

A 0% VAT rate applies to export transactions and international transport. However, private companies, LLPs and even individuals importing goods are gradually paying value added tax, regardless of whether they have VAT status.

When purchasing an existing company in Kazakhstan It is important to consider some other types of taxes. Land tax paid by entrepreneurs who own land plots. There is no fixed rate for this tax - its size depends on the characteristics of the site (location, area and intended purpose). Property tax in the Republic of Kazakhstan applies to all types of real estate, including buildings, residential and non-residential structures and other objects. The tax applies even if the property is temporarily unused and does not generate income. Its rate is 1.5% of the average book value of the property. Vehicle tax applies to cars and other vehicles registered with the company. The tax rate depends on the characteristics of the vehicle.

These taxes are mandatory payments that should be taken into account when assessing the total cost of ownership of a firm because they affect the operating expenses of the business.

Accounting rules and audit for business in Kazakhstan

During acquisition of an existing business in Kazakhstan Accounting and auditing rules must be strictly followed. In accordance with the Law of the Republic of Kazakhstan “On Accounting and Financial Reporting”, all legal entities must prepare financial statements and maintain accounting records in accordance with established standards.

Based on the type of activity and size of the organization, different financial reporting standards may be applied: minternational financial reporting standards, mandatory for large enterprises and financial organizations andUK National Financial Standards, which used by small and medium-sized enterprises.

Also mandatory for some enterprises operating in Kazakhstan is an audit of financial statements, which in accordance with the Law “On Auditing Activities” is carried out for:

• joint stock companies;
• banks and insurance organizations;
• organizations that issue securities on the stock market;
• enterprises with state participation.

Optimal financing strategies purchase of a ready-made company in Kazakhstan

Acquisition of an existing business in Kazakhstan requires significant financial investments, and to secure them, entrepreneurs can use various financing instruments. Among the most popular solutions are bank loans, leasing and government support programs.

Bank loans

They provide a wide range of financing options. Loan amounts can reach several hundred million tenge, repayment terms usually vary from 3 to 7 years, and interest rates range from 13% to 20% per annum. The main element is collateral - collateral in the form of real estate, equipment or other liquid assets. To obtain a loan, you must prepare a package of documents, including the company's constituent documents, financial statements, business plan and documents for the proposed security.

Leasing

Leasing becomes an alternative to traditional lending, allowing you to use assets without directly purchasing them. This is especially true for financing equipment or vehicles. The conditions provide for a period of one to five years with an advance payment of 10-30% of the value of the property. Interest rates depend on the amount and lease term. To register, you need to submit constituent documents, financial statements and a commercial proposal from the equipment supplier.

Government support programs

The Business Roadmap 2025 program provides benefits such as interest rate subsidies, government loan guarantees and preferential lending for priority industries. This significantly reduces the financial burden on entrepreneurs. To participate in government programs, you must prepare an application, business plan and financial statements, as well as confirm your eligibility for the program.

Each of the listed financing instruments has its own characteristics, and the choice of the optimal option depends on the nature of the acquired business, its financial condition and the strategic goals of the entrepreneur.

Potential risks and safety precautions for purchasing a ready-made business in Kazakhstan

Purchase of an existing company in Kazakhstan is associated with various risks, and taking them into account helps the acquirer secure his rights and reduce difficulties after the transaction is concluded.

Financial dangers mmay arise due to hidden debts, insufficient transparency of financial statements or undisclosed obligations to third parties. To avoid these risks, it is necessary to conduct a financial audit and a full audit of the enterprise, including an analysis of its financial statements, bank accounts, credit obligations and debts.

Legal risks are associated with unregistered or incorrectly executed contracts, encumbrances on the company's assets or property rights, as well as ongoing litigation. This can create difficulties for the new owner. As part of the audit, it is necessary to examine contracts with counterparties, check legal data on ownership of assets and search for information about possible benefits.

Tax risks when purchasing a business in Kazakhstan may result in fines and penalties for the new owner. To minimize such threats, it is recommended to conduct a tax audit of the enterprise and obtain certificates from tax authorities confirming the absence of debts. It is important to ensure that the company maintains tax records correctly and pays all taxes, such as corporate income tax, value added tax and other mandatory levies, on time.

Operational hazards relate to the separation of enterprise processes such as the reliability of supply chains, equipment health, and the stability of business models. For example, a firm may encounter problems with contractors, resulting in delays in completing orders. To avoid trouble, it is recommended to study the company’s business history, check for long-term contracts with suppliers and clients, and assess the condition of the equipment.

Buying active business in the Republic of Kazakhstan it is necessary to take into account the risks associated with the transition of control. It is possible that key employees of an enterprise decide to leave after a change of ownership, which could negatively affect external activities. To avoid this danger, it is recommended to enter into non-compete and retention agreements for key executives to ensure their loyalty after the deal is concluded. It is also worth developing a plan for the company’s gradual adaptation to new leaders and managers of new managers.

Reputational threats can arise if an organization has a negative image or problems with customers. Acquisition of a company in Kazakhstan with a negative reputation can affect customer acquisition and complicate business growth. To assess risks, you need to analyze feedback from customers, partners and employees, as well as check possible reviews in the media. This will help to understand the perception of the company in the market and plan steps to improve its image.

Changes in legislative framework of Kazakhstan may affect a business, especially if the business operates in a regulated industry such as finance, export or manufacturing. To minimize this risk, it is advisable to consult with legal counsel regarding current legal requirements and changes in compliance.

What is important to know when choosing seller of a ready-made business in Kazakhstan?

Purchase of an operating enterprise in Kazakhstan requires a qualitative analysis of the seller, since the choice of a partner directly affects the success of the transaction. Market of ready-made businesses in Kazakhstan has its own characteristics, and it is important to consider a number of factors in order to minimize risks and ensure the safety of the investment.

Seller's reputation and business history

The first step in assessing the reliability of a seller is to check their business reputation and history. It is important to find out whether the person has a positive track record in business, whether there is public record of previous sales of companies, and how honestly they have fulfilled their obligations in the past. For example, if the seller regularly resells businesses, it is important to ensure that this is not due to problems with his business or attempts to hide shortcomings.

Business platforms and databases such as the Citizen Service Center can be used for analysis. unified register of legal entities of Kazakhstan or specialized resources with reviews of entrepreneurs and companies. Research shows that companies with a transparent history have a 40% lower risk of hidden liabilities compared to firms sold without such information.

Financial stability and transparency of the company

The financial condition of a company is one of the key indicators of its sustainability. Before acquisition of a company It is necessary to request complete financial statements for the last several years. It is also worth focusing on the stability of the business to external economic factors.

Legal aspects and verification of legal purity

To reduce risks you need to conduct a legal audit operating company, which includes verification of all documents and the absence of litigation, liens and encumbrances. It is necessary to make sure that all title documents, contracts with counterparties and rights to the organization’s assets (for example, real estate and intellectual property) are drawn up correctly and comply with the law. Hiring a professional lawyer to conduct a legal audit will help identify possible hidden risks and secure the transaction.

Reasons for selling

It is important to understand why the owner decided to sell the company. The motives for selling can vary greatly: from a change in activity to business problems or financial difficulties. If the seller honestly explains the reasons for the sale functioning company and openly provides access to information about the company, this may indicate his integrity. At the same time, unclear or evasive explanations should raise suspicion.

Experienced buyers recommend meeting the seller in person to ask questions and assess the level of his involvement and trust. Research shows that more than 50% of successful transactions with ready-made companies in Kazakhstan concluded after a personal meeting and direct discussion of the reasons for selling the business.

The importance of the seller's experience and recommendations

If a person has experience in business management and positive recommendations from other entrepreneurs, this increases his reliability as a partner. Feedback from other buyers or business partners allows you to understand how the seller conducts its business and how honestly it interacts with buyers.

On professional forums and business platforms, you can find opinions about the seller and his past transactions. If an entrepreneur has successfully sold several companies with a good reputation and has reviews from satisfied customers, this indicates his integrity.

Conclusion

Acquisition of an operating company in Kazakhstan provides access to a developing market with attractive conditions for doing business. Support in the form of tax incentives, simplified registration procedures and government support make the country one of the most convenient jurisdictions for business expansion.

Our consulting company offers comprehensive support at all stages purchasing a ready-made business in the Republic of Kazakhstan. We help assess the potential and risks of the acquired company, provide detailed information on the financial and legal aspects of the transaction, and also explain the key features of taxation and corporate governance. In addition, we provide full support in the preparation and verification of documents, interaction with government agencies and partners. With us business buying process becomes transparent and secure, allowing you to enter the market with confidence and focus on growing your new business.