Open a SPV Company in Kazakhstan

Foreign investors can open a SPV company in Kazakhstan. SPV stands for special purpose vehicle and it is also known as special purpose company. Our consultants, who are specialized in company formation in Kazakhstan, can provide the necessary legal support to those who want to set up this type of entity.

What is a SPV in Kazakhstan?

A SPV defines a corporate entity that is designed for a specific business goal. According to the law in Kazakhstan, the SPV can be set up at a national level only when the company’s project is carried out in a partnership with the state. The equivalent of the SPV in Kazakhstan is the special project company. Please mind that the SPV can have different characteristics in the country’s special zones.

Who can become the founders of the SPV in Kazakhstan?

A public and a private partner (a legal entity).

Under which company type can I register the SPV?

The SPV in Kazakhstan, just like the ones that can be incorporated in other countries, must take the form of one of the legal entities (with separate legal personality) that are regulated by the commercial law. In this case, investors can register one of the following:

1. the joint stock company;
2. the limited liability partnership.

What is the founding document of the SPV?

The governing document of the SPV is the public-private partnership agreement.

In what special economic zone can I set up the SPV?

It is possible to incorporate a SPV in Kazakhstan in the Astana International Financial Center (AIFC), provided that you are interested in financial activities carried out through this entity.

How can the SPV operate in AIFC?

As a private or public entity.

For what types of activities can I set up an SPV in AIFC?

In the following list, our consultants present some of the activities that are allowed for investors who want to set up a financial SPV:

1. Islamic financial transactions;
2. regular financial transactions;
3. loans;
4. corporate acquisition.

What can the SPV’s main business purposes be in AIFC?

Below, our consultants list some of the purposes for which the SPV can be incorporated:

1. the acquisition, holding and disposal of assets connected to a transaction;
2. obtaining financing;
3. entering hedging arrangements;
4. granting security interest over the company’s assets, etc.

What regulates the activity of an SPV in AIFC?

The AIFC Special Purpose Company Rules. The legislation stipulates that the company can only engage in exempt activities, some of which have been presented in the list above.

What are the registered address requirements?

In AIFC, SPVs must have a local registered address. However, it is not mandatory to have a physical office space.

Do I need to pay registration fees?

Yes, for example, if you register the SPV in the AIFC region, you will be required to pay the following fees:

• USD 100 for online registrations;
• USD 1,500 for paper applications.

What are the advantages of the limited liability partnership?

The limited liability partnership (LLP) represents the most common way to start a business in Kazakhstan and it is also one of the legal entities suitable for SPVs. In the list below, we present some of the main characteristics:

1. the founders are not liable for the debts of the company – their liability is limited only to their individual contribution;
2. the LLP represents a separate legal entity from its founders;
3. this structure can be set up by foreign investors who can fully own the shares of the company, as they do not need to associate with local businessmen;
4. the company can have only 1 director, who can be a local or a foreigner.

We invite you to address our team of specialists in company formation in Kazakhstan for more details concerning the registration of the SPV. Our team will also offer information on the tax rules applicable to this entity.