Consider before opening business

Consider before opening business

Before you start working on registration, please read the brochure on Registration of the
AIFC Participants and Guidance on Registration in the AIFC.

AFSA Brochure on Registration

Guidance on Registration in the AIFC

1. Choosing a name of the legal entity:
Before applying for the incorporation, it is very important to consider name of the legal entity, which must be in accordance with Rules and Regulations referred to each organisational-legal form:

General requirements for all legal entities:

  1. the name must not include words that may suggest a relationship with the AIFCA, AFSA or any other governmental authority in the AIFC, Astana or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;
  2. the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;
  3. the name must not include any of the following words unless the AFSA has consented in Writing to their use:
    • the word ‘bank’, ‘insurance’ or ‘trust’;
    • words that suggest that the Company (or proposed Company) is a bank, insurance company or trust company;
    • words that suggest in some other way that it is authorised to conduct Financial Services in the AIFC;
    • the name must not include words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation has consented in Writing;
  4. A legal entity must not use a name that, because of any fact, matter or circumstance, is, or is reasonably likely to become, misleading, deceptive or conflicting with another name (including an existing name of another legal entity or Recognised Company/Partnership).

Private; Public Company; Special Purpose Company; Restricted Scope Company; Investment Company

  1. A Private Company must use only the name of the Company entered in the Register, and must ensure that, whenever it uses that name, the name is immediately followed by the word ‘Limited’ or the abbreviation ‘Ltd.’.
  2. A Public Company must use only the name of the Company entered in the Register and must ensure that, whenever it uses that name, the name is immediately followed by the words ‘Public Limited Company’ or the abbreviation ‘PLC’ or ‘plc’.
  3. A Special Purpose Company must only use the name of the Company entered in the Register and must ensure that, whenever it uses that name, the name is immediately followed by the words ‘SPC Limited’ or the abbreviation ‘SPC Ltd.’
  4. An Investment Company must, ensure that, whenever it uses its name, the name is immediately followed by:
    • For a Closed-Ended Investment Company – the words ‘Closed-Ended Investment Company’ or the abbreviation ‘CEIC’; and
    • For an Open-Ended Investment Company – the words ‘Open-Ended Investment Company’ or the abbreviation ‘OEIC’
  5. A Restricted Scope Company must use only the name of the Company that is entered in the Register, and must ensure that, whenever it uses that name, the name is immediately followed by the words ‘Restricted Limited’ or the abbreviation ‘Restricted Ltd.’

 General Partnership, Limited Partnership, Limited Liability Partnership:

  1. Name of the general partnership must end with the word ‘Partnership’ or ‘and Partners’ or ‘& Co.’
  2. Name of the limited partnership must end with the words ‘Limited Partnership’ or the abbreviation ‘LP’
  3. Name of the Limited Liability Partnership must end with the words ‘Limited Liability Partnership’ or the abbreviation ‘LLP’

Non-Profit Incorporated Organisation

1. An Incorporated Organisation must use only its registered name and must ensure that, whenever it uses its name, its name is immediately followed by the words ‘Non-profit Organisation’ unless those words are part of its name.

Foundation

2. Determining the legal-entity type

A new body corporate can be established in the organisational-legal form of:

  1. Private Company
  2. Public Company
  3. Investment Company
  4. Restricted Scope Company
  5. Special Purpose Company
  6. Limited Partnership
  7. General Partnership
  8. Limited Liability Partnership
  9. Foundation
  10. Non-Profit Incorporated Organisation

Foreign Company/Partnership may be registered in the AIFC in the organisational-legal form of:

  1. Recognised Company
  2. Recognised Limited Partnership
  3. Recognised General Partnership
  4. Recognised Limited Liability Partnership

Refer to this table (Attaching PDF) for more details of each type of the organisational-legal form.

3. Foreigners Who Wish to Register a Business in AIFC

In case you are a Foreigner, wishing to set up a business in the AIFC, you will need to:

  • Obtain an Individual Identification number for the Chief Executive Officer of your business in the AIFC

Individual Identification Number can be obtained via the AIFC Expat Centre.

4. Appointing Directors, Company Secretary and Other Key Personnel

A Private Company must have at least 1 director and a Public Company must have at least 2 directors.

A Person must not be a Director if the Person:

(a) is not a natural person; or

(b) is under 18 years old; or

(c) is disqualified from being a Director because of:

  1. having been convicted of a criminal offence, involving dishonesty or moral turpitude, in any jurisdiction in the past 10 years; or
  2. having been found guilty of insider trading or the equivalent in any jurisdiction at any time; or
  3. having been judged disqualified by any court; or
  4. having been disqualified by the AFSA; or
  5. a disqualification specified in the Articles of Association; or

(d) is an undischarged bankrupt.

A Public Company must have at least 1 Secretary.

(1) The Directors of a Public Company must take all reasonable steps to ensure that the Secretary (or each joint Secretary) of the Company is a Person who appears to them to have the necessary knowledge and experience to discharge the Functions of Secretary of the Company and who:

  1. has held the office of Secretary of a public Body Corporate for at least 3 of the immediately preceding 5 years; or
  2. is a Person who, because of holding or having held any other position or by being a Shareholder of any other body, appears to the Directors to be capable of discharging the Functions of Secretary of the Company.

(2) A Private Company may have a Secretary.

(3) If a Private Company does not have a Secretary:

  1. anything authorised or required to be given or sent to, or served on, the Company by being given or sent to, or served on, its Secretary may be given or sent to, or served on, the Company itself and anything addressed to the Secretary is taken to be addressed to the Company; and
  2. anything else required or authorised to be done by the Secretary may be done by a Director or a Person authorised generally or specifically in that behalf by the Directors.

5. Shares and Shareholders

Shareholders

(1) The Incorporators of a Company are taken to have agreed to become Shareholders of the Company and, on the registration of the Company, must be entered as Shareholders in the Company’s Register of Shareholders.

(2) A Person other than an Incorporator may become a Shareholder in the Company by:

(a) agreeing to become a Shareholder in the Company; and

(b) acquiring a Share in the Company; and

(c) having the Person’s name entered in the Company’s Register of Shareholders.

Nature of Shares

(1) Subject to the Articles of Association and the terms of their issue, each Share must:

  1. give the right to vote at a meeting of the Company; and
  2. represent a proportionate interest in the Company; and
  3. rank, if fully Paid-up, in all respects equally with each other Share of the same class of Shares in the Company.

(2) Subject to section 54 (Transfer and registration of Shares and Debt Securities), the Shares or other interests of a Shareholder of a Company are transferable in the way provided in its Articles of Association.

(3) A Company may create different classes of Shares to the extent permitted by its Articles of Association.

Minimum Share Capital Requirements:

A Private Company must have no minimum share capital. A Public Company:

(a) must have an issued and allotted share capital (excluding treasury Shares) of no less than U.S. $100,000 at any time; and

(b) must not Allot a Share except as Paid-up at least as to 1 /4 of its nominal value.

There are no share capital requirements for General Partnership, Limited Partnership, Limited Liability Partnership, Non-profit Incorporated Organisation, Foundation, Investment Company, Restricted Scope Company and Special Purpose Company.

6. Ultimate Beneficial Owner

In accordance with the Acting Law of the AIFC, a relevant person should identify and disclose Ultimate Beneficial Owners and shall keep and maintain a Beneficial Ownership Register.

AIFC Guidance on Ultimate Beneficial Owner

7. Registered Office Address

All of the legal entities (exceptions apply to Special Purpose Company) must conduct its principal business activity in the AIFC, unless the Registrar otherwise permits.

The AIFC territory is set in accordance with the Decree of the President of the Republic of Kazakhstan – ‘On determining the boundaries of the territory of the International Financial Center “Astana”, dated December 31, 2015, No. 161

The map is provided below:

 

 

8. Deciding on a Financial Year End

The first financial year of a legal entity starts on the day it is incorporated and lasts for the period not exceeding 18 months decided by the members/Directors/Founding members/Partners

The second or any subsequent financial year of a legal entity starts at the end of the legal entity’s previous financial year and lasts for 12 months or some other period, which is within 7 days either shorter or longer than the 12 months, as may be decided by the members/Directors/Founding members/Partners

However, if a Foreign Company has become a Company under section 151 (Transfer of incorporation to AIFC), the first financial year of the Company under these Regulations may, at the option of the Directors, be taken to have started at the end of the previous financial year of the Company in the jurisdiction from which it was continued as a Company. If the Directors exercise that option, the first financial year of the Company under these Regulations is the period of 12 months from the date it is taken to have started.

9. What you have to file each year

Private Company / Public Company / Investment Company / Restricted Company

A Company must, within 6 months of the end of each financial year, or other date the Registrar considers appropriate, file with the Registrar an annual return containing:

(a) its financial statements for the last financial year for which the Company’s accounts have been prepared; and

(b) a statement, for each class of Shares in the Company, setting out either:

  1. the name and address of each Shareholder who, on the filing date, held not less than 5% of the Allotted Shares of that class and the number of Shares of that class held by the Shareholder, together with the number of Shareholders each of whom, on that date, held less than 5% of the Allotted Shares of that class and the total number of Shares held by them; or
  2. the name and address of every Shareholder who, on the filing date, held any Shares of that class and the number of Shares of that class held by the Shareholder; and

(c) the particulars mentioned in section 13(4)(j) (Formation of companies) for each Director and, if applicable, the Secretary; and

(d) if Shares are held by the Company as treasury Shares—the entry required by section 62(8)(a) (Treasury Shares); and

(e) the other information, and declarations, (if any) required by the Rules

General Partnership / Limited Partnership

A Partnership must file its accounts for a financial year with the Registrar of Companies within 7 days after the day the accounts are approved by the partners.

It is not necessary for a General and Limited Partnerships to appoint an auditor or have its accounts audited, unless this is required by the Rules or its partnership agreement.

Limited Liability Partnership

The Limited Liability Partnership must file a copy of its accounts for the financial year, and the Auditor’s report on the accounts, with the Registrar of Companies within 7 days after the day the accounts have been reported on by the Auditor

Non-Profit Incorporated Organisation

An Incorporated Organisation must file its audited accounts for a financial year with the Registrar of Companies within 7 days after the day the accounts are approved by the Founding Members and reported on by an Auditor.

Foundation

Foundation’s accounts shall be approved by the Council and signed on their behalf by at least two members of the Council. A Foundation which fails to comply with this requirement is liable to a fine, as set out in Schedule 3 (Fines and Fees).

A Foundation shall within thirty (30) days after the accounts have been approved by the Council file a copy of its annual accounts with the Registrar.

The annual return must be made up to the Foundation’s return date, or such other date the Registrar considers appropriate, and must be submitted to the Registrar within 6 months of the end of each financial year, or other date the Registrar considers appropriate.

Special Purpose Company

Part 10 (Accounts, reports and audit) of the AIFC Companies Regulations does not apply to a Special Purpose Company to the extent that it requires the accounts of the Special Purpose Company to be audited, unless:

(a) the Special Purpose Company has obtained a listing on any stock exchange of Securities issued by it; or

(b) the Special Purpose Company is a subsidiary of a Public Company, which publishes consolidated accounts and those accounts do not include the accounts of the Special Purpose Company.

10. Contact the AIFC Business Development Office

AIFC Business Connect Ltd. is the first point of contact for all establishments interested in having a presence in the AIFC. We have a dedicated team of AIFC Business Connect Ltd. who are at hand to support and guide organizations through the whole process.

11. Prior to applying

Prior to completing the application forms, you are advised to undertake some preparation steps:

  • Decide what type of business you want to carry out and check whether your activity falls under the Regulated, Market Activities or Ancillary Services. Please follow this link to access the guidebook on regulated activities. If your activity is regulated, please start with the Authorisation section;
  • If your activity is non-regulated, please proceed to the Registration section. Please access the registration guidebook here for more details on organizational-legal forms;
  • Familiarise yourself with the applicable AIFC Rules and Regulations and be prepared to show how you will comply with them. Please click here to access the AIFC legislation.

12. Registration: main points how to register a company

Once you decide to open a new entity or register a branch of an existing entity in the AIFC, then you are welcomed to start using Registration Section of our Self-service Portal.

To start using the portal all you need is to follow 4 steps:

1)         Open the Portal;

2)         Provide a valid email address;

3)         Verify email address;

4)         Login* to the Portal using that email and start registration.

Once an application is ready (all sections will be colored in Green), you can submit it to AFSA via Self-service portal. For submission of application you need to make payments on the portal using a valid credit card or offline payment using banking operator services.

Registration fee - $300**

*Users from Estonia, Latvia, and Lithuania may use Smart ID for authentication.

** For Non-profit Incorporated Organisations and Foundations the registration fee is $1000.