An international company closing an acquisition in Kazakhstan now faces a compliance step that did not exist in its prior transaction cycle. Kazakhstan's investment screening regime has been extended to capture a broader set of foreign transactions – and the notification window is short. Missing it exposes the deal to suspension and potential unwinding orders under Kazakhstan's investment legislation.
Kazakhstan introduced expanded foreign investment notification requirements under amendments to its investment legislation, effective 1 January 2026. Foreign investors acquiring interests in Kazakhstani entities operating in designated strategic sectors must submit a pre-completion notification to the authorised state body before closing. The deadline for submitting notification filings for transactions already in progress is 60 days from the effective date of the amendments.
This alert summarises what changed, which businesses are caught, and the specific steps international companies must take now.
What changed and when it takes effect
Kazakhstan's investment legislation previously required full approval – rather than notification – only for acquisitions in a narrow list of sectors. The 2026 amendments restructure this approach. They introduce a two-tier system.
The first tier covers sectors designated as strategically sensitive. These include subsoil use and natural resources, financial infrastructure, telecommunications, transport corridors, and energy generation. Transactions in these sectors continue to require prior approval.
The second tier – the new element – introduces a mandatory notification obligation. It applies to foreign investors acquiring stakes in entities operating outside the strategic-sensitive list but meeting defined threshold criteria. Notification must be submitted before the transaction closes. The authorised body then has a defined review window to raise objections or clear the transaction. Silence within that window constitutes clearance.
Separately, the amendments introduce enhanced disclosure obligations for foreign-controlled entities already operating in Kazakhstan. Annual filings must now confirm the ultimate beneficial owner and identify any changes in control structure. This requirement intersects directly with securities offering and prospectus rules administered by the Agentstvo Respubliki Kazakhstan po regulirovaniyu i razvitiyu finansovogo rynka (Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market, hereinafter the Financial Regulator). Any company that has completed an IPO or maintains a listing on the Astana International Exchange must ensure that beneficial ownership disclosures in its annual filing are consistent with listing requirements under capital markets legislation.
The effective date for all new obligations is 1 January 2026. For transactions signed before that date but not yet closed, a 60-day transitional filing window applies.
Which companies are affected and what thresholds apply
The notification requirement is triggered by the combination of three factors: the nationality of the acquirer, the size of the stake being acquired, and the sector of the target.
On nationality: the obligation applies to any foreign legal entity or individual acquiring an interest in a Kazakhstani legal entity. It also applies to a Kazakhstani entity that is itself majority-controlled by a foreign person, where that entity is making a downstream acquisition in Kazakhstan.
On stake size: the threshold is set at acquiring – directly or indirectly – 10% or more of voting rights or share capital. Acquisitions of minority positions below this level are not caught, provided they do not grant effective control through shareholder agreement or other contractual arrangements. If such arrangements exist, they are assessed on substance rather than form.
On sector: the notification tier covers companies in financial services (including investment fund management), digital infrastructure, logistics, agriculture exceeding defined land thresholds, and pharmaceutical production. Practitioners advising on cross-border transactions in Kazakhstan note that the sector list is defined by reference to state classification codes. and companies operating across multiple codes may find themselves partially within scope even where their primary activity falls outside it.
Companies already holding positions in Kazakhstani entities should review whether any incremental acquisitions – including earn-outs, option exercises, or convertible instrument conversions – will push them through the 10% threshold. Each such event may constitute a new notifiable transaction.
For banking and finance transactions with a Kazakhstani nexus, see our overview of banking and finance law in Kazakhstan for the parallel licensing and prudential notification requirements that may apply concurrently.
To receive an expert assessment of your transaction's notification exposure in Kazakhstan, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
International companies with existing or planned positions in Kazakhstan should take the following steps without delay.
- Audit current holdings. Map all direct and indirect positions in Kazakhstani entities against the new sector classifications and the 10% threshold. Include positions held through intermediate vehicles in third jurisdictions.
- Identify in-progress transactions. Any transaction signed before 1 January 2026 but not yet closed falls within the 60-day transitional window. Filing must be submitted before that window closes – missing it removes the transitional protection and subjects the transaction to the standard pre-completion notification rule.
- Review beneficial ownership disclosures. Entities subject to enhanced annual disclosure requirements must prepare updated beneficial ownership registers. Companies with securities listed on the Astana International Exchange must cross-check these disclosures against prospectus and listing requirements administered by the Financial Regulator.
- Check shareholder agreements for control provisions. Even sub-10% stakes trigger notification if accompanied by contractual rights that confer effective control. Review all existing and proposed shareholder agreements for veto rights, board appointment rights, and reserved matter provisions.
- Coordinate with local counsel on submission format. The notification form and supporting document requirements have been specified by the authorised body. Submissions in incorrect format are not treated as filed – the clock does not stop until a complete filing is accepted.
For the capital markets dimension of your Kazakhstan investment structure – including securities offering compliance and disclosure obligations – our dedicated team advises across the full transaction lifecycle. Review our capital markets practice in Kazakhstan for further detail.
For parallel developments in the CIS region affecting investment screening regimes, our alert on foreign investment screening in Russia sets out comparable notification structures and cross-border considerations for investors operating across both markets.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions, including Kazakhstan and the wider CIS region. Our capital markets and investment practice supports foreign investors on notification filings, disclosure obligations, and regulatory clearance for acquisitions in Kazakhstan – from initial threshold analysis through to completed filing. The firm's cross-border expertise spans both civil law systems and common law-influenced regimes such as the AIFC (Astana International Financial Centre). Our team has advised on investment fund structures, IPO readiness assessments, and securities offering compliance before the Financial Regulator. As an international law firm in Kazakhstan with regional reach across 15 practice areas, we work with institutional investors, multinational corporations, and in-house legal teams who require results-oriented counsel. To discuss your notification obligations or investment structure in Kazakhstan, 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.