Issuing Authority: Kazakhstan Office of GUOZUN CATHAY ASSOCIATES Date of Conclusion: 24 June 2025 Core Outcome: Full-process, defect-free completion of company establishment and supporting compliance; market entry into Central Asia achieved 15 days ahead of the industry average timeline
This matter was jointly handled by the Kazakhstan Office of GUOZUN CATHAY ASSOCIATES and the foreign and cross-border investment team of the Beijing Headquarters. Acting in strict compliance with the laws of China and Kazakhstan and the China-Kazakhstan Agreement on the Promotion and Protection of Investments, and leveraging GUOZUN CATHAY ASSOCIATES’ global service network and dual-jurisdiction practice qualifications, we delivered a full-chain, end-to-end solution for offshore investment establishment to a Chinese manufacturing enterprise. This case has been inducted into GUOZUN CATHAY ASSOCIATES’ 2025 Library of Typical Cross-Border Investment Compliance Cases. Its practice model — “forward planning for two-way compliance + rapid alignment with local resources + full-process node control” — is widely applied to cross-border investment projects across the five Central Asian states.
I. Case Background and Engagement Process
The client is a physical manufacturing enterprise based in Guangdong, China. To seize the economic and trade opportunities presented by the “Belt and Road” Initiative and expand its presence in Central Asia and the Eurasian Economic Union market, the company planned to establish a wholly owned subsidiary in Almaty, Kazakhstan, to serve as its regional operations, sales and after-sales service headquarters for Central Asia.
The client’s core requirements were clear and time-sensitive: to complete the full process of company establishment in compliance with both Chinese and Kazakh regulations, systematically mitigate key risks such as foreign investment access restrictions, cross-border document mutual recognition, and tax and foreign exchange supervision, and simultaneously complete all supporting registrations and filings required for operation, so that the new company could commence compliant operations immediately upon obtaining its business licence.
On 19 February 2025, the client was connected to the Kazakhstan Office via the foreign business channel of GUOZUN CATHAY ASSOCIATES’ Beijing Headquarters. Given that the project involved four common industry challenges — two-way compliance alignment between China and Kazakhstan, dynamic adaptation to foreign investment access policies, cross-border document notarisation and authentication, and local banking and tax system implementation — the Kazakhstan Office activated the “Sino-Kazakh Cross-Border Investment Emergency Coordination Mechanism” on the same day. A dedicated case team of six lawyers was formed jointly with the Beijing Headquarters, comprising three locally admitted Kazakh lawyers (proficient in Russian and Kazakh, and familiar with administrative procedures in Almaty) and three Chinese lawyers selected into the Foreign-related Lawyer Talent Pool of the Beijing Lawyers Association. The team was granted full authority to handle the company establishment and supporting compliance services on behalf of the client.
II. Full Process of Sino-Kazakh Joint Case Handling
This case adopted the standardised collaborative model where “the Beijing Headquarters is responsible for compliance coordination under the Chinese legal jurisdiction and handling of domestic documents, while the Kazakhstan Office is responsible for local judicial implementation and government liaison”. Written work records and verifiable deliverables were produced at every stage, enabling transparent control over the entire process.
1. 19 February 2025 – 20 February 2025: Dual-Jurisdiction Project Risk Assessment and Team Formation
Beijing Headquarters: Completed verification of the client’s domestic subject qualifications, sorted out the preconditions for Overseas Direct Investment (ODI) filing, issued the Risk Assessment Report on Compliance of Chinese Domestic Overseas Investment, and clarified the filing procedures and core document requirements of the Beijing Municipal Bureau of Commerce, the Development and Reform Commission, and the foreign exchange administration authority.
Kazakhstan Office: Leveraging the legal entity registration system and industry regulatory database of the Ministry of Justice of Kazakhstan, verified the foreign investment access restrictions applicable to the client’s proposed business scope, sorted out the latest company establishment procedures and document requirements in Almaty for 2025, and identified potential industry regulation and land use risks.
2. 21 February 2025 – 5 March 2025: Compliance Due Diligence and Customised Full-Process Scheme
Beijing Headquarters: Completed compliance due diligence on the client’s domestic equity structure, financial status and investment capital sources, drafted all application documents required for domestic ODI filing, and concurrently formulated a preliminary corporate governance framework compliant with the Company Law of China.
Kazakhstan Office: Completed due diligence on the local investment environment in Kazakhstan, precisely matched the national and Almaty municipal investment incentive policies corresponding to the client’s business scope, and customised an equity structure, draft articles of association and full-process implementation timeline that balanced the client’s requirement for absolute control with local compliance requirements, in light of the mandatory provisions of the Kazakh company law.
3. 6 March 2025 – 10 April 2025: Document Preparation and Submission of Establishment Application
Beijing Headquarters: Completed drafting, bilingual translation and cross-checking of documents including the Chinese party’s qualification certificate, power of attorney of the legal representative, and investment resolution of the shareholders’ meeting. Assisted the client in completing ODI filing with the Beijing Municipal Bureau of Commerce and the Development and Reform Commission, and simultaneously handled notarisation by a Chinese notary public and dual consular authentication by the Ministry of Foreign Affairs and the Kazakh Embassy in China for all documents.
Kazakhstan Office: Completed company name pre-approval within three working days, revised the articles of association and supporting establishment documents in accordance with local legal requirements, collated local application materials and produced official Kazakh translations, and formally submitted the company establishment registration application to the Almaty Legal Entity Registration Authority on 10 April 2025.
4. 11 April 2025 – 20 May 2025: Local Registration and Business Filing Formalities
Kazakhstan Office: Followed up on the registration and approval process throughout, responded to amendment requests from the registration authority within 24 hours, and successfully obtained the Kazakh legal entity registration certificate on 28 April 2025. Subsequently, the team concurrently completed tax registration, verification of value-added tax and corporate income tax categories, opening of social security accounts, and industry operation filing procedures required for the client’s business, ensuring the company possessed full and lawful operating qualifications.
Beijing Headquarters: Simultaneously liaised with the Beijing Foreign Exchange Administration Department of the State Administration of Foreign Exchange, completed foreign exchange registration for overseas direct investment, and issued compliance operation guidelines for the cross-border remittance of the first instalment of investment funds.
5. 21 May 2025 – 20 June 2025: Bank Account Opening and Compliance System Implementation
Kazakhstan Office: Assisted the client in opening a basic account and a dedicated foreign exchange account with the National Bank of Kazakhstan and Kaspi Bank respectively, completed foreign exchange receipt and payment filing, and engaged with a reputable local tax firm to develop standardised procedures for daily tax declaration, invoice management and employee social security contribution payment.
Beijing Headquarters: In light of the Agreement between the People’s Republic of China and the Republic of Kazakhstan on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, issued full-process tax compliance guidelines for the client on cross-border fund transactions, related-party pricing and cross-border repatriation of profits, and completed the alignment and final verification of the compliance systems of both China and Kazakhstan.
6. 24 June 2025: Case Closure and Delivery
After the client verified all original licences and certificates of the new company on site, and confirmed that bank accounts could conduct normal receipts and payments and the tax system could support normal declarations, the joint case team delivered a full set of documents and materials, including the Project Closure Report, Kazakhstan Company Operation Compliance Manual and Sino-Kazakh Cross-Border Fund Transaction Operation Guide. The team also provided three months of complimentary post-completion compliance advisory services, and the project was successfully accepted.
III. Key Case Handling Difficulties and Authoritative Solutions
The key challenges addressed in this engagement represent common pain points for Chinese enterprises investing in Kazakhstan. Drawing on dual-jurisdiction expertise and in-depth local resources in Central Asia, the GUOZUN CATHAY ASSOCIATES joint team has developed replicable and scalable standardised solutions:
1. Two-Way Cross-Border Compliance Alignment between China and Kazakhstan
Legal Basis: Measures for the Administration of Overseas Investment of China, Investment Law of Kazakhstan, China-Kazakhstan Agreement on the Promotion and Protection of Investments
Solution: A “domestic – overseas” dual-track synchronous compliance control mechanism was established to synchronise updates on the latest regulatory policies of both countries in advance. The domestic ODI filing process and the overseas company establishment process were advanced in parallel, rather than in the traditional sequential order, avoiding project delays caused by lags in single-jurisdiction compliance and ensuring that the enterprise’s investment activities comply with the laws of both countries simultaneously.
2. Precise Alignment of Foreign Investment Access and Investment Incentive Policies
Legal Basis: Investment Law of Kazakhstan, Negative List for Foreign Investment Access of the Republic of Kazakhstan (2024 Edition), special incentive policies of the Almaty Investment Promotion Agency
Solution: The team conducted an in-depth interpretation of Kazakhstan’s latest negative list for foreign investment access, proactively identified restrictive provisions in the client’s business scope, and assisted the client in adjusting its business description to meet access requirements. Meanwhile, the team mapped out overlapping policies — including national-level corporate income tax reductions, equipment import tariff exemptions, and Almaty municipal-level land use incentives and utility subsidies — and successfully secured a three-year 50% reduction in corporate income tax for the client, significantly lowering the enterprise’s initial operating costs.
3. Balancing Localisation of Corporate Governance Structure with Chinese Party’s Control Requirements
Legal Basis: Law of the Republic of Kazakhstan on Limited Liability Companies and Additional Liability Companies, Company Law of China
Solution: On the basis of strict compliance with the mandatory provisions of Kazakh company law regarding shareholders’ meeting powers, executive director appointment, legal representative authority and profit distribution, the articles of association explicitly confirmed the Chinese shareholder’s absolute control right, detailed voting procedures for major matters and the powers and responsibilities of senior management, and agreed on the conditions, procedures and tax bearing methods for cross-border profit repatriation, so as to prevent future corporate governance and shareholder rights disputes from the source.
4. Cross-Border Document Mutual Recognition and Process Efficiency
Legal Basis: Treaty between the People’s Republic of China and the Republic of Kazakhstan on Judicial Assistance in Civil and Commercial Matters, Notary Law of China, Notary Law of Kazakhstan
Solution: A standardised SOP for cross-border document handling was formulated, clarifying in advance the material requirements, format specifications and time nodes for notarisation and dual authentication. By adopting the “document pre-review + multi-institution parallel processing” model, the notarisation and dual authentication process, which originally took 45 days, was compressed to 25 days with zero document defects throughout, avoiding registration rejections due to material issues. The overall project cycle was shortened by 15 days compared with the industry average.
5. Forward Planning for Full-Process Tax and Foreign Exchange Compliance
Legal Basis: Provisions on Foreign Exchange Administration of Overseas Direct Investment by Domestic Institutions of China, Tax Code of Kazakhstan, Agreement between the People’s Republic of China and the Republic of Kazakhstan on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income
Solution: A comparative analysis of the Chinese and Kazakh tax systems was completed in advance, and an optimal tax planning scheme was customised for the client, clarifying compliance requirements for daily tax declaration, withholding obligations and cross-border fund transactions. Simultaneously, domestic and foreign foreign exchange administration regulations were aligned, the operation procedures for foreign exchange registration, investment fund remittance, profit repatriation and overseas fund retention were standardised, and tax and foreign exchange compliance ledgers were established to prevent compliance risks in long-term operation.
IV. Applicable Authoritative Legal Basis
A. Chinese Domestic Compliance Basis for Overseas Investment
1.Measures for the Administration of Overseas Investment (MOFCOM Order No. 3 of 2014): Regulates the filing and approval procedures for overseas investment by domestic enterprises, and clarifies compliance supervision requirements and legal liabilities for overseas investment.
2.Provisions on Foreign Exchange Administration of Overseas Direct Investment by Domestic Institutions (Hui Fa [2009] No. 30): Stipulates the rules for foreign exchange registration, fund exchange and cross-border receipt and payment management for overseas direct investment by domestic institutions.
3.Guidelines for Compliance Management of Enterprises’ Overseas Operations (Fa Gai Wai Zi [2018] No. 1916): Provides systematic guidance for the whole-process compliance management of enterprises’ overseas investment and operations, and establishes a cross-border compliance risk prevention and control system.
4.Agreement between the People’s Republic of China and the Republic of Kazakhstan on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income: Avoids double taxation of enterprise income by China and Kazakhstan, clarifies tax credit rules, and safeguards the tax rights and interests of cross-border investors.
B. Core Local Legal Basis in Kazakhstan
1.Constitution of the Republic of Kazakhstan: Establishes the principle of equal protection for foreign investment, and guarantees the personal and property rights and interests of foreign investors in accordance with law.
2.Investment Law of the Republic of Kazakhstan: Prescribes the core legal rules for foreign investment access, investment protection, investment incentives and government supervision.
3.Law of the Republic of Kazakhstan on Limited Liability Companies and Additional Liability Companies: Regulates the whole process of establishment, articles of association formulation, governance structure, amendment and deregistration of limited liability companies.
4.Law of the Republic of Kazakhstan on State Registration of Legal Entities: Clarifies the competent authorities, application procedures, document requirements and licence administration provisions for enterprise establishment registration.
5.Tax Code of the Republic of Kazakhstan: Stipulates tax registration, tax categories and rates, tax declaration, tax incentives and legal liabilities for foreign-invested enterprises.
6.Foreign Exchange Regulation Law of the Republic of Kazakhstan: Regulates domestic foreign exchange receipts and payments, cross-border capital flows and foreign exchange account administration.
C. International Treaty
Agreement between the People’s Republic of China and the Republic of Kazakhstan on the Promotion and Protection of Investments: Provides legal protection for mutual investment between China and Kazakhstan, and clarifies compensation standards for investment expropriation and dispute resolution mechanisms for investment disputes.
V. Authoritative Practical Recommendations Based on Case Experience
Drawing on years of experience in cross-border legal services across the five Central Asian countries accumulated by GUOZUN CATHAY ASSOCIATES’ Kazakhstan Office, the following four authoritative recommendations are put forward for Chinese enterprises planning to invest in Kazakhstan:
1.Forward planning for two-way compliance: Conduct compliance due diligence in both China and Kazakhstan simultaneously before project launch, proactively identify core risks such as foreign investment access, industry regulation, taxation and foreign exchange, and labour and employment. Advance domestic ODI filing and overseas company establishment processes in parallel to significantly shorten the overall project landing cycle.
2.Proactive application for investment incentive policies: Kazakhstan has introduced multi-level investment incentive policies for key sectors such as manufacturing, modern service industry, infrastructure construction and agriculture. Enterprises should engage a professional team to sort out applicable incentive provisions before establishment, and submit applications to local investment promotion authorities in a timely manner to minimise institutional operating costs.
3.Early customisation of corporate governance structure: Avoid directly applying domestic Chinese articles of association templates. Instead, customise personalised articles of association and governance schemes in advance by combining the mandatory requirements of Kazakh local law with the Chinese party’s control requirements, clarify the boundaries of shareholders’ rights, major matter decision-making mechanisms and profit distribution rules, and prevent future governance disputes.
4.In-depth alignment with local professional resources: Rely on a local lawyer team with dual-jurisdiction service capabilities to connect with local government departments, banks, tax firms, human resources agencies and other professional resources, resolve issues such as cross-border document mutual recognition, local administrative formalities and daily compliance operations, and ensure the smooth landing and long-term stable operation of investment projects.