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Registration in the Astana International Financial Center (AIFC)

  1. What is the Astana International Financial Center (AIFC)? The Astana International Financial Center (AIFC) is a financial hub located on the left bank of the Ishim River in Astana, the capital of Kazakhstan. It was established to attract investments, develop the financial sector, and promote economic growth in the region.

The key objectives of the AIFC include facilitating investment in the economy of the Republic of Kazakhstan by creating an attractive environment for investment in financial services:

  • Developing the securities market of the Republic of Kazakhstan and integrating it with international capital markets.
  • Developing the markets of insurance, banking services, Islamic financing, financial technologies, e-commerce, and innovative projects in the Republic of Kazakhstan.
  • Developing financial and professional services based on the best international practices.
  • Gaining international recognition as a financial center.

Among the main advantages of the AIFC are:

  • Independent financial regulator (AFSA) – an independent regulator of the AIFC, established in accordance with the Constitutional Law of the Republic of Kazakhstan “On the Astana International Financial Center” to regulate financial services and related activities in the AIFC.
  • AFSA aims to facilitate business by maintaining the safety and reliability of the AIFC’s financial system, ensuring fairness, efficiency, and transparency of financial markets in the AIFC. AFSA’s regulatory competence includes financial and market services in banking, insurance, capital markets, Islamic finance, financial technologies, as well as auxiliary services.
  • Common law judicial system, which is the first institution in the region to offer enterprises a comprehensive legal platform for attracting, implementing, and protecting investments. The jurisdiction of the AIFC is based on the principles, norms, and precedents of English law.
  • AIFC Court – a common law court system that operates in accordance with the highest international standards for resolving civil and commercial disputes in the AIFC. It exclusively considers all claims arising in connection with the AIFC and its activities, as well as other claims in which all parties to the dispute agree in writing to the jurisdiction of the AIFC Court.
  • Tax incentives – exemption of AIFC participant companies from corporate income tax (CIT) until January 1, 2026, and certain other types of taxes.
  • Special visa regime for foreign citizens.
  1. Types of legal entities available for registration in the AIFC. Participants in the AIFC may be legal entities registered in accordance with the applicable law of the AIFC, as well as other legal entities accredited by the AIFC (companies registered in foreign or national jurisdictions).

Organizational and legal forms of legal entities available for registration in the AIFC include:

  • Private Company
  • Public Company
  • Investment Company
  • Restricted Scope Company
  • Special Purpose Company
  • Limited Partnership
  • General Partnership
  • Limited Liability Partnership
  • Foundation
  • Non-Profit Incorporated Organization

Legal entities registered in other jurisdictions may be accredited in the AIFC and operate as a branch or representative office in the following organizational and legal forms:

  • Recognized Company
  • Recognized Limited Partnership
  • Recognized General Partnership
  • Recognized Limited Liability Partnership
  1. Private Company in the AIFC. The most common organizational and legal form in the AIFC in practice is a private company. A private company is a limited liability company whose liability is limited to the amount (if any) unpaid on shares held by the shareholder.
  • A private company cannot trade its shares on public exchanges.
  • A private company has at least 1 shareholder, who can be a natural person or a legal entity.
  • It must ensure that its name is immediately followed by the word “Limited” or the abbreviation “Ltd.”
  • It does not have requirements for minimum authorized capital.
  • Must have at least 1 Director – only a natural person.
  • There is an appointed secretary.
  1. Tax incentives in the AIFC. The list of tax incentives for AIFC participants for income received in the AIFC from the provision of financial and ancillary services:

  • CIT and VAT exemptions for income from financial services:

    • banking services of Islamic banks;
    • reinsurance services and insurance brokerage services;
    • asset management services of investment funds;
    • brokerage and/or dealer services, underwriting services;
    • other financial services, as determined by the joint act of the AIFC, MFNE, and MF*.

  • CIT exemptions for income from the provision of ancillary services:

    • legal services;
    • audit services;
    • accounting services;
    • consulting services provided to AIFC entities and/or participants providing financial services as provided by the Constitutional Law.

AIFC participants providing financial and ancillary services as provided by the Constitutional Law are exempted from property tax and land tax for objects located on the territory of the AIFC.

Foreigners – employees of AIFC participants are exempt from PIT on income from activities under an employment contract concluded with an AIFC participant providing financial and ancillary services as provided by the Constitutional Law.

Tax benefits for individual income tax (IIT) and corporate income tax (CIT) on income from investments in the AIFC:

  1. Income from the appreciation of value upon realization:

    • Securities listed on the official lists of the stock exchange;
    • Shares or stakes in the charter capital of participants – legal entities registered in accordance with the applicable law of the AIFC.

  2. Dividends:

    • On securities listed on the official lists of the stock exchange;
    • On shares or stakes in the charter capital of participants – legal entities registered in accordance with the applicable law of the AIFC.

  3. Remuneration:

    • On securities listed on the official lists of the stock exchange.

Registration Process for a Company at AIFC.

Company Registration at AIFC Learn About the Service

  1. Selection of Legal Entity Name. The name of the legal entity must comply with the rules and regulations specified for each organizational and legal form:

The name must not include words that may imply relations with AIFC, AFSA, or any other government body in AIFC, Astana, or the Republic of Kazakhstan unless the respective authority has given written consent to the use of the name;

The name must consist of letters of the English alphabet, numbers, or other symbols acceptable to the Company Registrar;

The name must not include any of the following words unless AFSA has given written consent for their use: “bank”, “insurance”, or “trust”; words implying that the Company is a bank, insurance company, or trust company; words otherwise suggesting that it is authorized to provide financial services in AIFC;

The name must not contain words that may imply an association with any Person or organization or endorsement by them unless the Person or organization has given written consent;

The legal entity must not use a name that is or may become misleading, deceptive, or conflicting with another name due to any fact, issue, or circumstance (including an existing name of another legal entity).

The individual establishing the future company may apply to the Company Registrar to reserve a name for the legal entity. If the name is acceptable to the Company Registrar, the Registrar must reserve the name for 30 days.

  1. Company Articles of Association. The Articles of Association is one of the founding documents of a company, outlining the basic principles of management, administrative structure, and corporate governance of the company. It regulates the internal affairs of the company, including the issuance and transfer of shares, meetings of the board of directors and shareholders, powers and duties, borrowing rights, and so on. It creates a contract between the company and each of its members in their capacity as participants.

When registering a company at AIFC, one can use the proposed template of the future Articles of Association or prepare the Articles of Association independently.

The Articles of Association must include:

a statement indicating whether the Company is a private or public company; the proposed name of the Company; the nature of the business the proposed company will conduct; other matters (if any) required by the AIFC Companies Regulations.

The Articles of Association may include any other matters that the Shareholders wish to include in the Articles of Association. However, the Articles of Association must not contain provisions incompatible with the AIFC Companies Regulations or AIFC Companies Rules.

  1. Partnership Agreement. This is a written agreement documenting the matters agreed upon between partners (founders) regarding the internal operations of the company. The Partnership Agreement must:

be in English and divided into sequentially numbered paragraphs; be a written agreement between the partners regarding the affairs of the partnership and the conduct of their business, objectives, or activities; bind the initial partners and their successors, as well as subsequent partners and their successors, as if they all executed the agreement; define the mutual rights and obligations of the Partnership and its members, in accordance with the terms of the partnership agreement.

  1. Registration of Legal Address. A company must always have a registered office. This is a physical location to which all communications and notifications can be directed. The legal address must be located within the territory of AIFC in the city of Astana. The applicant must provide a copy of the lease agreement duly signed by all relevant parties.

  2. Company Director. The first director of the Company must be elected by the Founders. A private company must have at least one director, while a public company must have at least two directors.

The Founders may appoint any individual as a director who will manage the company on their behalf. The director must meet the following criteria:

Must be at least 18 years old; Must not be disqualified from acting as a director; Must not be an undischarged bankrupt.

The Company Director is obliged to:

Act in accordance with the Articles of Association; Exercise the powers of the Director only for the purposes for which the powers were granted.

  1. Company Secretary. The company secretary is an officer appointed by the directors of the Company responsible for ensuring compliance with the corporate administrative obligations of the Company in accordance with the AIFC Legal Acts. Official duties may include convening meetings, recording minutes of meetings, maintaining statutory books, proper payment of dividends and interest payments, as well as proper drafting and execution of agreements, contracts, and resolutions. A private company is not required to have a company secretary, whereas a public company must have a company secretary.

  2. Beneficial Owner. To understand the ownership and control structure of the organization, each shareholder/partner that is a legal entity must provide information about its beneficial owner who owns more than 25% of the shares/holdings. For individual shareholders/partners, information such as name, date of birth, and residential address, as well as a copy of the passport, must be provided. If a shareholder/partner is a publicly registered company, information about the ultimate beneficial owner is not required.

  3. Certificate of Registration with AIFC. Obtaining a certificate of registration with AIFC is evidence that the requirements of the AIFC Companies Regulations or other regulations depending on the organizational and legal form concerning registration have been complied with and that the legal entity has been properly registered in accordance with the AIFC Legal Acts. The certificate must contain the name and registration number of the legal entity, the date of its registration, and the type of legal entity and must be signed by the Company Registrar.

  4. Further Actions after Company Registration with AIFC. After the legal entity is registered, it may commence its activities, and its directors must comply with the requirements set forth in the relevant provisions and empowering rules of the AIFC. AIFC participants are required to submit certain documents (including, among other things, annual financial statements and annual reports). They must also inform the Company Registrar of any changes, such as the appointment or resignation of directors or changes in the registered office of the legal entity, etc.

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