Kazakhstan's corporate legislative regime has undergone a significant overhaul. Amendments to the country's core corporate legislation took effect in early 2025, introducing revised requirements for company registration, governance documentation, and shareholder decision-making. International businesses with existing or planned structures in Kazakhstan face concrete compliance obligations – and the window for orderly adaptation is narrowing.
Kazakhstan's 2025 corporate law reforms revise key requirements for company registration, articles of association, registered office confirmation, and shareholder resolution procedures. Entities incorporated under Kazakh corporate legislation must bring their governance documents and board of directors arrangements into conformity by the end of Q3 2025. Foreign-owned companies and joint ventures operating in Kazakhstan are directly within scope.
This alert identifies which business categories are affected, sets out the applicable thresholds and deadlines, and lists the immediate actions that international companies should take now.
What changed – and when it takes effect
Kazakhstan's corporate legislation was amended through a package of reforms adopted in late 2024 and entered into force on 1 January 2025. The changes affect three principal areas.
Company registration and registered office requirements. The reforms tighten the conditions under which a legal entity may maintain its registered office. A company's registered address must now correspond to a physical, verifiable location. Post-box addresses and nominee arrangements that lack genuine operational substance no longer satisfy the statutory standard. The registering authority – the Ministerstvo Yustitsii (Ministry of Justice of the Republic of Kazakhstan) – has signalled active verification of existing registrations.
Articles of association and governance documentation. The reforms require companies to align their articles of association with updated statutory defaults. Several provisions previously left to parties' discretion are now mandatory. These include quorum thresholds for shareholder resolutions, the scope of authority delegated to the board of directors, and the procedure for convening extraordinary general meetings. Older constitutional documents that pre-date the reforms will not automatically update – each entity must formally adopt revised documentation.
Shareholder resolution procedures. The amended legislation introduces new formality requirements for shareholder resolutions on specific reserved matters. Resolutions approving major transactions, changes to share capital, and appointment or removal of directors must now be documented in a prescribed form. Electronic or informal resolutions that were previously accepted in practice may no longer be sufficient.
The compliance deadline for existing entities to bring documentation into conformity is 30 September 2025. Newly incorporated entities must comply from the date of registration.
Who is affected – threshold criteria and business categories
The reforms apply to all legal entities incorporated under Kazakh corporate legislation. The following categories face the most direct exposure.
- Foreign-owned limited liability companies – the predominant structure used by international investors entering Kazakhstan. These entities must review and restate their articles of association and confirm the validity of their registered office.
- Joint ventures between Kazakh and foreign parties – where the shareholders' agreement and the articles of association may conflict with the new mandatory governance provisions.
- Holding structures with Kazakh subsidiaries – particularly where board of directors authority is delegated upward to a foreign parent, which may no longer satisfy the new governance standards.
- Companies undergoing or planning M&A transactions – non-conforming documentation at the target entity level creates material due diligence risk. Parties planning transactions in Kazakhstan should review our analysis of M&A structuring in Kazakhstan for the transactional implications.
There is no minimum capital or revenue threshold. The reforms apply regardless of company size. Entities in regulated sectors – banking, insurance, and subsoil use – face additional sector-specific requirements on top of the general corporate legislation changes.
To receive an expert assessment of your company's compliance position in Kazakhstan, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The following steps address the most urgent compliance obligations under the 2025 reforms. Each should be initiated promptly given the 30 September 2025 deadline.
1. Audit existing articles of association. Compare current constitutional documents against the new mandatory provisions. Identify clauses that conflict with the updated statutory defaults – particularly quorum rules, delegation of authority to the board of directors, and reserved matter thresholds for shareholder resolutions.
2. Confirm registered office status. Verify that the company's registered office corresponds to a qualifying physical address. If the current address relies on a nominee arrangement or a post-box service, begin the process of establishing a compliant alternative before the deadline. Late re-registration attracts administrative penalties under Kazakh corporate legislation.
3. Formalise outstanding shareholder resolutions. Review any resolutions adopted informally since 1 January 2025. Where those resolutions concern reserved matters – major transactions, capital changes, director appointments – consider whether they should be re-adopted in the prescribed documentary form to avoid validity challenges.
4. Review board of directors mandates. Assess whether the current terms of reference for the board of directors satisfy the new minimum governance standards. Companies where a foreign parent exercises de facto board authority without a formal delegation instrument should establish the necessary documentation.
5. Assess group-wide exposure. International groups with multiple Kazakh entities should map all affected subsidiaries and prioritise those involved in active transactions or regulatory proceedings. A group-level compliance review is more efficient than addressing each entity separately. For broader corporate advisory support, the firm's corporate law practice in Kazakhstan covers the full range of compliance and structuring matters.
Companies operating across the CIS region should also note that parallel corporate reforms have been adopted in neighbouring jurisdictions. Our alert on corporate law reforms in Russia addresses related developments that may affect regional holding structures.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law practice covers Kazakhstan and the broader CIS region, supporting foreign investors, joint venture partners, and multinational groups on company registration, governance restructuring, and compliance with evolving corporate legislation. Engaging a lawyer in Kazakhstan with cross-border experience is particularly valuable when domestic statutory changes intersect with international group structures and foreign ownership obligations. As an international law firm advising on Kazakh corporate matters, we combine Portuguese civil law expertise with English common law tradition to deliver solutions that work across legal systems. Our team has advised on corporate governance and M&A matters across civil law jurisdictions throughout the CIS and Central Asia. To discuss your compliance obligations under the 2025 reforms, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.