Setting up a Limited Liability Company (LLC), known locally as a TOO (Товарищество с ограниченной ответственностью), is one of the most common ways to start a business in Kazakhstan. This structure is flexible, recognized internationally, and well-suited for both small businesses and larger foreign investors. Below, we’ll walk through the main steps of establishing a TOO, the documents required, and share some real examples from our experience helping international companies enter the Kazakh market.
Key Steps in Establishing a TOO
- Prepare Founding Documents
The main document is the Charter of the TOO, which defines its activities, structure, and management. If there is more than one founder, a Foundation Agreement is also needed. Additionally, you will need documents identifying the founder or founders of the company for both legal and physical persons. Proof of a legal address is needed, meaning a lease agreement or letter of intent to rent from the landlord. In practice, a local lawyer needs to prepare part of the documents and guide you through the collection of documents on the founder´s side. - Notarize and Translate Documents
Founders’ documents, such as passports for individuals or incorporation documents for legal entities, must be translated into Kazakh/Russian and notarized. This is normally done locally, once the package of documents you have sent reaches your lawyer in Kazakhstan. - Choosing an Address and Representative
The TOO´s address and representative (director) must be indicated when submitting the documents for registration. This means that you need to have rented an office, or received a letter of intent to rent from a landlord. The company´s director is the person who has the sole right to sign official documents on behalf of the company.
- Submit to the Public Service Center
The application for registration is submitted to the state entity “Government for Citizens.” The process is generally efficient, and registration can often be completed within a few days. The main time consuming element is the collection and preparation of the package of documents, which usually takes between 1-2 months. - Register for Taxes and Open a Bank Account
Once the TOO is established, it receives a Business Identification Number (BIN), register with the tax authorities, and open a bank account in Kazakhstan. The process of bank accounts opening requires much of the same documentation as the registration phase, including the identification documents of the beneficiary owners of the TOO. This phase usually also takes up some time unless all the correct documentation is prepared beforehand during the company registration process.
Required Documents
- Founders’ passports or company identification documents (with notarized translations).
- Application for registration.
- Charter of the new company.
- Proof of legal address.
- Foundation Agreement (if multiple founders).
Since the registration process is in most cases handled by a local lawyer, they will need a Power of Attorney from you to complete the process.
We have practical experience from many company establishment cases, so we can share some of the most common challenges companies face. Some companies wish to establish a TOO in Kazakhstan very quickly, but do not take into account that the process of gathering the correct documentation usually takes time. You should prepare for a 1-2 month period for the process when you decide to invest in Kazakhstan and open a company.
The next challenge that usually comes up is the appointing of a director for the company. Some investors already have a local person in mind for the position from previous cooperation or business in the country, which is great. However, if you don´t, you should think about running a recruitment process for the position in parallel with the company opening process. You may also appoint a foreign citizen to the position, but in this case a work visa is required, which also takes some time and paperwork to procure.
Finally, choosing the address for the company is a headache in many cases. If you need to rent a physical office, there are good options available. If you are sending someone on-site, they can handle the search for an office. If you want to do it fully remote, you should use a qualified real estate agent for the task. In Kazakhstan, using a virtual address is frowned upon by the authorities, but it is a compliant option too if the service provider knows how to properly provide the service. If you need a virtual office service in Kazakhstan, feel free to ask us, as having this service provided by your accounting company is a logical option.
In general, we advise our clients to be engaged in the process, as there are a lot of details involved. Always use a local expert consultant to help you manage the establishment process to get the desired result in a good time frame.
