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Laws of the Astana International Financial Centre

Y.Khamidullina, T. Kulteleev, 10 questions to a lawyer about redomiciliation of companies to the Astana International Financial Centre // Zakon.kz – 2024.05.28.

  The interest of investors in the Republic of Kazakhstan (the "Kazakhstan") and the Astana International Financial Centre (the "AIFC") has been growing steadily. This has become especially noticeable during the past two years after changes in the geopolitical situation and specific interest from the Russian business to relocation and redomiciliation of its enterprises to other countries.

  According to the Vice-Minister of National Economy, Bauyrzhan Kudaibergenov, 41 foreign companies have relocated from Russia to Kazakhstan over the past year, including InDriver, TikTok and other major companies [1].

  The Kazakhstan legislation does not provide for the possibility of redomiciliation. Therefore, it is not possible to transfer company incorporation from another jurisdiction to Kazakhstan. One of the advantages of the AIFC laws is the possibility of redomiciliation of a legal entity.

  In 2023, Polymetal International plc "moved" to the AIFC [2], previously in 2019 it was Kazakhstan Energy Reinsurance Company Ltd [3] (whose shareholder is Cooperatieve KazMunaiGaz U.A.) [4]. Dodo Brands is currently considering redomiciliation to the AIFC [5]. At the time of writing this article, the total number of organizations registered in the AIFC over 6 years is more than 3,000.

  The number of redomiciliations primarily depends on the condition that a jurisdiction, from which a company moves, should allow for the process of redomiciliation. There are more than 50 such jurisdictions.
As regards the quasi-public sector entities, it is on record that, according to the ordinance of the Kazakhstan President, it was instructed to gradually relocate certain structures owned by national companies from foreign jurisdictions to the AIFC [6]. However, before 2022, there was a potential restriction relating to a discrepancy between the Kazakhstan legislation and the AIFC laws concerning organizational legal forms (the "OLFs") of legal entities providing for the participation of the state. Specifically, according to the version of Article 172 of the Kazakhstan Law on State Property in effect before 12 September 2022, quasi-public sector entities could be the founders (shareholders and participants) of commercial organizations set up in the Kazakhstan territory only in the form of a joint stock company and a limited liability partnership. Setting up of a legal entity in any other form was allowed only in the territory of foreign jurisdictions. OLFs of legal entities are determined in the AIFC by the AIFC acts and differ from the traditional OLFs of legal entities stipulated by the Civil Code of Kazakhstan. Therefore, relevant amendments were introduced to the Kazakhstan Law on State Property.

What is the difference between redomiciliation and relocation?

  Relocation means the removal of a physical office or assets of a company to another jurisdiction. Most often relocation is implemented by closing or rolling up operations in the previous jurisdiction, which may entail liquidation of the old company and transfer of assets, and employees to a new company in another jurisdiction (for details, please see the articles by T. Kulteleev [7]).

  In turn, redomiciliation means the change of the company's jurisdiction with the preservation of all of its business structures. The term originated from the Latin "domiclilium", which may be translated as a "place of residence", and "re" means "again". Therefore, redomiciliation may be interpreted as the "change of place of residence", and if applied to companies – as the "movement of business" to another country. It is important to note that all key business aspects such as OLF, enterprise and management structure, composition of assets, and current obligations remain the same [8].

What are the advantages of redomiciliation?

The advantages of redomiciliation are as follows:

  • no necessity to liquidate a company;
  • preservation of all assets and obligations, it is not necessary to cancel contracts or assign rights and obligations, the right of ownership to all types of property remains unaffected;
  • possibility of renewing a license to carry out financial activities;
  • not necessary to ensure the repatriation of capital, monetary funds and further company capitalization;
  • short terms (as compared with the company liquidation and subsequent incorporation of a new company);
  • obtainment of the status of a Kazakhstan resident and the AIFC participant company with the possibility to enjoy the AIFC privileges; and
  • advantages of doing business in the AIFC, such as a flexible legal system based on the principles of English common law, global access to capital markets, an independent judicial system, favorable conditions for foreigners, and a favorable tax regime (for details, please see an article by T. Kulteleev [9]).

What are the conditions for redomiciliation in the AIFC?

To change domicile, it is necessary to fulfill several requirements:

  • redomiciliation must be allowed by legislation of domestic jurisdiction;
  • authorized agencies of the domestic jurisdiction must confirm their consent;
  • company must be solvent;
  • no bankruptcy proceedings have been initiated; and
  • no sanctions imposed by other countries.

For information, please see below the list of countries allowing for redomiciliation [10]:

  1. Andorra
  2. Anguilla
  3. Antigua and Barbuda
  4. Aruba
  5. Austria
  6. Bahamas
  7. Bahrein
  8. Barbados
  9. Belgium
  10. Belize
  11. Bermudas
  12. British Virgin Islands
  13. Brunei
  14. Cayman Islands
  15. Cook Islands
  16. Costa Rica
  17. Cyprus
  18. Dominica
  19. Gibraltar 20. Grenada
  20. Guernsey
  21. Hungary
  22. Ireland
  23. Isle of Man
  24. Israel
  25. Isle of Jersey
  26. Latvia
  27. Lebanon
  28. Liberia
  29. Liechtenstein
  30. Luxemburg
  31. Macao
  32. Malaysia
  33. Maldives
  34. Malta
  35. Marshall islands
  36. Mauritius
  37. Montserrat
  38. Nauru
  39. Netherlands Antilles 41. Panama
  40. Philippines
  41. Portugal (Madiera)
  42. Samoa
  43. Seychelles
  44. Saint Kitts and Nevis
  45. Saint Lucia
  46. Saint Vincent and the Grenadines
  47. Switzerland
  48. Turks and Caicos Islands
  49. UAE
  50. Uruguay
  51. United States Virgin Islands
  52. USA (Delaware)
  53. Vanuatu     This shows that not every country allows for redomiciliation to another jurisdiction. For example, direct redomiciliation is not allowed in the Netherlands, it will be necessary to use a transitional jurisdiction [11].

How does redomiciliation to the AIFC happen?

  The AIFC acts regulating redomiciliation include the AIFC Companies Rules (the "Companies Rules" (Sections 151-157) [12] and the AIFC Companies Regulations (the "Companies Regulations") (Sections 5.1-5.3) [13]. A company's redomiciliation to the AIFC may be conditionally divided into two stages: drafting of documents for business movement from the current jurisdiction (Pre-Application Stage) and the very process of movement with registration in a new jurisdiction (Application Stage).

  During the Pre-Application Stage, it is necessary to organize a preliminary contact with the Registrar of Companies (the "Registrar"), and submit preliminary documents (in fact, the same documents, which will be later submitted for the Application Stage). Such documents include inter alia a resolution of the Board of Directors, resolution of shareholders, notice to the creditors, and preliminary permit for activities in a new jurisdiction (AIFC) issued by a relevant regulator in the country of incorporation of the company. As an example, please see the redomiciliation schedule of Polymetal International plc published on its official website [14]. Then the Registrar requests for additional documents. For example, documents submitted as part of the Strategic Fit Process, such as business plan, financial plan, employment plan, and a legal opinion (for details, please see our answer to Question 5), and documented disclosure of a beneficial owner (definition of a beneficial owner is given in Section 179-1(1) of the Companies Rules [15]. In the course of preliminary preparation, the Registrar conducts an interview with an applicant, including its key persons, and decides on the possibility of redomiciliation after internal analysis. Then the company may start the second stage (Application).

  However, if the company to be redomiciled carries out regulated activities (such types of activities are determined by the AIFC General Rules [16]), according to Section 5.1.6 of the Companies Regulations, it is necessary to firstly obtain a preliminary approval (in-Principle Approval[17]) of the Astana Financial Services Authority (the, "AFSA") and, accordingly, to obtain the AFSA's approval it is necessary to satisfy all requirements set for a license (presence of the required policies, presence of the company’s key persons approved by AFSA on staff, including an officer responsible for compliance with the legislation on Anti-Money Laundering/Combating the Financing of Terrorism), and to obtain the very license after the company registration (for details, please see an article by T. Kulteleev) [18].

  Please note that holding activities in the AIFC are not licensable. It is also worth mentioning that at the stage of preliminary drafting of documents it is necessary to determine the legal address within the AIFC, members of the Board of Directors, and a chief executive officer. If the chief executive officer is a foreigner, before redomiciliation it is necessary to obtain an individual identification number (IIN), which may be obtained both in Kazakhstan and when applying to the consular institutions of Kazakhstan abroad.

  Section 151(1) of the Companies Rules and Section 5.1.1 of the Companies Regulations describe in detail the process of submission of documents. Let us consider this process in more detail. An application of a foreign company is submitted to the Registrar. It must be sealed, signed by an officer of the foreign company, and certified by an affidavit or a similar statement of the officer signing the application.

The application must be accompanied by the following documents:

  • Articles of Continuation, which must comply with Sections 14(1), 14(2) and 14(3) of the Companies Rules. The Articles of Continuation must contain all changes to the original articles of association of a foreign company, which are required by the Companies Rules, Companies Regulations, and any other AIFC acts (Section 151(3) of the Companies Rules).

Section 5.1.1 of the Companies Regulations specifies that an application must also attach the following documents:

  • a copy of the current certificate of registration or incorporation of a foreign company in the jurisdiction where it is registered or a similar document certified by an authorized agency in the relevant jurisdiction;
  • a copy of the current articles of association of the foreign company certified as a true copy by a secretary or director of the foreign company;
  • legal opinion containing analysis of the laws of the home jurisdiction and confirmation that the foreign company is authorized by the laws of the relevant jurisdiction to continue its activities by the laws of another jurisdiction and that it fulfilled all relevant legislation requirements of the foreign jurisdiction and confirming that the company obtained consents of all required agencies and satisfies all applicable requirements (Registrar may request for any pieces of evidence satisfying the Registrar);
  • copy of the last financial statements;
  • copy of a certificate of due registration and activities of a legal entity (certificate of good standing) issued by the registration authority in a jurisdiction of initial registration and confirming the legality of registration, activities and active status of the company;
  • in case activities of the foreign company are under the supervision of the financial services regulator in a relevant or any other jurisdiction, it is necessary to submit a supporting document from the financial services regulator;
  • application from the directors regarding the company's solvency and absence of judicial applications for liquidation or insolvency meeting, according to its content, the requirements of Section 5.1.5 of the Companies Regulations; and
  • a document confirming payment of the registration fee. According to Section 2.1.3 and Section 5.2 of Annex 5 of the Rules of Payments in the AIFC, a company wishing to transfer its registration to the AIFC must pay a fee to the Registrar for submission of an application in the amount of USD 3,000 [19].

  The documents must be submitted in the English language. If any of the submitted documents has been issued not in English, the document must attach a translation into the English language certified by the requirements of the Registrar.

  The Registrar may request that a foreign company submits any information or any other document, which the Registrar deems necessary to make a decision on the application (Section 151(2)(с) of the Companies Rules and Section 5.1.3 of the Companies Regulations). Thus, for example, the AIFC Business specifies in the guidance on company redomiciliation to the AIFC that the Registrar may request for submission of confirmation of the regulator from the relevant jurisdiction on cancellation of a license in case the company carries out financial activities. Furthermore, it is necessary to submit a corporate resolution of shareholders and a resolution of the Board of Directors in cases stipulated by the articles of association of the company. The issues of approval of redomiciliation, adoption of new articles of association, the appointment of a director, etc. are resolved by the powers established in the articles of association.

  The time for considering the documents by the Registrar is not regulated, but, according to the existing practice, redomiciliation may take from 6 months and more.

  The process of submitting an application (Application) may be conditionally divided into several inner stages, such as (i) confirmation of acceptance of the documents by the Registrar; (ii) initial consideration of documents; (iii) submission of the final set of documents; (iv) repeated consideration of documents; (v) coordination of the date of redomiciliation; (vi) obtainment of the Certificate of Continuation; (vii) submission of the certificate issued by the laws of the country of incorporation confirming the fact that the company is no longer registered by the laws of the country of incorporation (Section 5.1.8 of the Companies Regulations).

Starting from the date specified in the Certificate of Continuation:

(a) foreign company becomes a participant company of the AIFC falling under the requirements of the Companies Rules as if it was registered under the Companies Rules;

(b) Articles of Continuation become the articles of association of the company under the laws of the AIFC; and

(c) Certificate of Continuation is considered as a certificate of registration of the company (certificate of incorporation) (Section 153 of the Companies Rules).

Can the company's connections with the Russian beneficiaries affect the Registrar's decision on redomiciliation?

  The AIFC introduced the Strategic Fit Process, which includes internal evaluation and the process of collective decision-making. Internal evaluation means that the Registrar will conduct an Enhanced Due Diligence of the persons and affiliated companies specified in an application. This Enhanced Due Diligence is wider than a standard one normally conducted by the registration department. In the course of this process, the Registrar requests for submission of a business plan, financial plan, and employment plan. Same as with company registration, in case of redomiciliation, an applicant will have to submit a legal opinion on the impact of sanctions and due diligence. When drafting a legal opinion, the object of analysis includes:

  • related persons (mandatory for directors, shareholders, ultimate beneficiaries, superior management, in case of a legal entity, and secretary, if applicable);
  • related legal entities (mandatory for the legal entities that are shareholders, other legal entities with an indirect share in a company, which will be registered in the AIFC, other legal entities relating to an applicant or its activities, and legal entities owned by shareholders, directors, company head); and
  • proposed types of activities of the company, which will be registered in the AIFC.

  The AIFC Glossary contains a definition of the term "Related Person" [20].

  A legal application must be submitted by a Kazakhstan legal entity or a firm recognized by Chambers Global, Legal 500 or IFLR 1000, or a law firm holding an effective license of AFSA for the provision of auxiliary services. As such, connections with the Russian beneficiaries or affiliates do not serve as a ground for rejection of redomiciliation. However, by introducing the Strategic Fit Process, the AIFC tries to filter the companies, that pose any risk in connection with the presence of sanctioned persons in the ownership structure or carrying out activities for evasion of the sanction measures. For example, trade in goods, import of which is restricted to the Russian territory. The Registrar may reject registration without explaining the reasons. For more details regarding the Strategic Fit Process, please see an article by T. Kulteleev) [21].

  According to our experience of working with the AIFC, the criteria, that may be significant for the application approval, include the possibility to disclose the entire ownership structure and disclosure of information on the future financing of the company. In our view, another positive sign will be the presence of economic connection with Kazakhstan, carrying out of activities in the Kazakhstan territory, relocation of employees, and in case of a holding company – presence of assets in Kazakhstan. Using the example of the recent redomiciliation of Polymetal, we can say that the condition of the presence of economic connection was complied with since the group is the second largest producer of gold in Kazakhstan and includes two production assets in the country. Furthermore, Polymetal closed a transaction involving the sale of a Russian business on 7 March 2024 [22]. As regards the companies currently under the redomiciliation procedure (Fix Price and Dodo Brands), it is also worth mentioning that these companies have store chains and fast food points in Kazakhstan.

Will all rights and obligations of foreign companies transfer in case of their redomiciliation to the AIFC?

  According to Section 155 of the Companies Rules, a redomiciled company: (a) preserves all property, rights and privileges, and all obligations, restrictions and debts, which it had before redomiciliation; and (b) remains a participant of all judicial proceedings initiated in any jurisdiction where it participated before redomiciliation.

  It is worth additionally mentioning that, after redomiciliation, a company will have to introduce amendments to the agreements with counterparties of a redomiciled company regarding changes in its details (address, registration number, etc.).

  If a redomiciled company is a holding company, that owns other legal entities, it will be necessary to change the data of a participant/shareholder. For the Kazakhstan companies, such changes are effected by the procedure determined by the State Registration Law [23]. This does not require re-registration, the amendments may be introduced based on a notice to the registration authority, attaching relevant supporting documents (resolution of the supreme body of a Kazakhstan company, certificate of continuation).

Will the shareholders' agreements entered into with respect to a redomiciled company under English law remain in force unchanged?

  The current laws of the AIFC allow for the selection of the laws applicable to contracts by agreement of the parties and establish that the laws selected by the parties are binding upon such parties (Section 43 of the Regulations on the AIFC Acts) [24].

  Section 7(2) of the AIFC Contract Regulations establishes that if one of the parties to a contract is not an AIFC participant, the Contract Regulations will apply only in cases where this is expressly set out in the contract [25].

  Thus, the shareholders' agreements entered into with respect to a redomiciled company (with the participation of resident and non-resident shareholders) under English law will remain unchanged; however, we believe that it will be necessary to introduce technical amendments into them so that to reflect changes in details of the redomiciled company (address, registration number, etc.).

  Is there a risk of refusal to recognize and enforce an international arbitration award in Kazakhstan/AIFC with respect to enforcement of the current provisions of shareholders' agreements of a redomiciled company? For the enforcement of foreign arbitral awards, the Kazakhstan legislation and the AIFC laws are based on provisions of the 1958 New York Convention (the "New York Convention") [26]. Foreign arbitral awards are subject to enforcement both in Kazakhstan and the AIFC in case of applying to a Kazakhstan or AIFC court for respective recognition of a foreign arbitral award.

  As applied to the AIFC, the grounds for rejection of recognition and enforcement of a foreign arbitral award are in line with the grounds stipulated by the New York Convention.

Specifically, according to Article 47 of the AIFC Arbitration Regulations, a court may refuse to recognize or enforce an arbitral award based on the following grounds:

  1. at the request of the party against whom it is invoked, if that party furnishes to the AIFC Court the proof that:
  • the party to the arbitration agreement was under some incapacity at the moment of entering into the arbitration agreement;
  • the arbitration agreement is not valid under the law to which the parties have subjected it or, in the absence of any indication, under the law of the state or jurisdiction where the award was made;
  • the party against whom the award is invoked was not given proper notice of the appointment of an arbitrator or the arbitral proceedings or was otherwise unable to present its case;
  • award deals with a dispute not contemplated by or not falling within the terms of submission to arbitration, or it contains decisions on matters beyond the scope of submission to arbitration, provided that, if the decisions on matters submitted to arbitration can be separated from those not submitted, that part of the award which contains decisions on matters submitted to arbitration may be recognized and enforced;
  • composition of the arbitral tribunal or the arbitral procedure was not in accordance with the agreement of the parties or, in the absence of such agreement, was not in accordance with the law of the state or jurisdiction where the arbitration took place; or
  • the award has not yet become binding on the parties or has been set aside or suspended by a court of the state or jurisdiction in which, or under the law of which, that award was made [27].

AIFC Court finds that:

  • the subject matter of the dispute would not have been capable of settlement by arbitration under the laws of the AIFC; or
  • enforcement of the award would be contrary to the public policy of Kazakhstan.

  According to the Kazakhstan legislation, the grounds for refusal to recognize and enforce a foreign arbitral award are broader than those stipulated by the New York Convention.

  Specifically, in addition to the grounds under the New York Convention, the Kazakhstan court may refuse to recognize and enforce a foreign arbitral award in case "there is an effective court judgment or an arbitral award, or a court or arbitration ruling on termination of proceedings in a case in connection with the claimant's abandonment of claim issued in a dispute between the same parties, regarding the same subject and based on the same grounds" (Article 52.5) of the Arbitration Law) [28].

  The general rule for the recognition of arbitral awards is that, when recognizing arbitral awards, local courts may not reconsider them on the merits. The court may refuse to recognize and enforce an arbitral award only based on the procedural grounds mentioned above.

  In turn, this means that, if the mechanisms in shareholders' agreements (e.g. mechanism of rotation, procedure for appointment of directors and the casting vote right, double signature when signing the documents, competence of the management bodies, agreed methods of resolving the deadlock situations, pre-emptive purchase right) are allowed according to the laws applicable to the shareholders' agreement and supported by an arbitration tribunal, local courts (courts of Kazakhstan or the AIFC Court) have no competence to resolve on the issue of whether such mechanisms are legal and enforceable. In light of the above, we believe that all mechanisms and provisions of shareholders' agreements must remain in force and be enforceable in case of compliance with the laws applicable to a shareholders' agreement.

Is there any risk of challenging the application of English law to a shareholders' agreement in the Kazakhstan/AIFC courts?

  Article 1114 of the Civil Code establishes that agreements between the participants/shareholders of a legal entity must be subjected to the laws of the legal entity ("laws of the country where the legal entity is being or was incorporated") [29]. In this case, "laws of the country", i.e. laws of the Republic of Kazakhstan prescribes applying relevant AIFC Acts in the territory of the AIFC. In light of the fact that, after redomiciliation, the shareholders' agreements will be deemed to have been entered into concerning the companies, which will be the AIFC residents, accordingly, they will be subject to the application of the AIFC laws.

  Since the AIFC laws allow for the use of the laws of another state as the governing law, the selection of English law as the governing law of the shareholders' agreements is legal, and there are no grounds for challenging a clause on the application of English law in the Kazakhstan/AIFC courts. Is redomiciliation of a company from Kazakhstan or the AIFC to a foreign jurisdiction possible?

  Redomiciliation of a company from the AIFC is allowed (Section 156 of the Companies Rules, Section 5.3 of the Companies Regulations). The Kazakhstan legislation does not allow for the possibility of redomiciliation. However, as mentioned in the publication of Maxim Burak and Aruzhan Aimak, it is possible to effect redomiciliation of Kazakhstan companies to foreign jurisdictions through the AIFC [30]. This process includes accession of a company registered under the laws of Kazakhstan to a company registered in the AIFC and further redomiciliation of the company registered in the AIFC to a foreign state.

List of sources

[1] To date "41 foreign companies relocated to Kazakhstan from Russia", https://www.vedomosti.ru/business/news/2024/03/05/1023770-relotsirovalis-v-kazahstan. [2] Polymetal International plc, "Redomiciliation to AIFC completed", https://www.polymetalinternational.com/ru/investors-and-media/news/press-releases/08-08-2023/. [3] Astana Financial Services Authority licensed a captive insurance company creating a positive precedent for the Kazakhstan companies on capital transfer to Kazakhstan, https://www.kmg.kz/ru/press-center/press-releases/730/. [4] AIFC public register of companies, https://publicreg.myafsa.com/details/191240900201/. [5] Forbes, "Several companies consider relocation to the AIFC", https://forbes.kz/economy/business/pereezd_v_mftsa_rassmatrivayut_neskolko_kompaniy_bekturov/. [6] Minutes No. 20-01-7.11 of the meeting chaired by the Head of the State "On Situation with the Coronavirus and Anti-Crisis Measures" dated 11 May 2020. [7] Tair Kulteleev, "10 questions to a lawyer about registration of companies in the Astana International Financial Centre", https://online.zakon.kz/Document/?doc_id=33346889 and "AIFC versus national legislation of Kazakhstan: incorporation and registration of legal entities", https://online.zakon.kz/Document/?doc_id=39030322&pos=152;175#pos=152;175. [8] RBC, "What is redomiciliation and what is it required for, and how does influence on shares?", https://quote.rbc.ru/news/article/65e17fa09a79477bdbc34395. [9] Tair Kulteleev, "Specifics of setting up and registering companies in the territory of the AIFC", https://online.zakon.kz/Document/?doc_id=37939136. [10] Redomiciliation under AIFC jurisdiction (WE Legal), https://online.zakon.kz/Document/?doc_id=32888267. [11] Redomiciliation to Kazakhstan (AIFC), https://www.gratanet.com/ru/publications/redomicilacia-v-kazahstan-mfca. [12] AIFC Companies Rules No. GR0004 dated 29 December 2017 (amended as of 17 October 2021 in effect since 1 January 2022). [13] AIFC Companies Regulations No. 2 dated 20 December 2017 (amended as of 28 December 2022 in effect since 1 January 2023). [14] Polymetal International plc, Proposed redomiciliation to the AIFC (Kazakhstan) and notice of General Meeting, https://www.polymetalinternational.com/ru/investors-and-media/news/press-releases/10-05-2023-a/. [15] Please also see the Guidance on ultimate beneficial owner, https://afsa.aifc.kz/files/pages/2152/documents/6/aifc-guidance-on-ultimate-beneficial-owner.pdf. [16] AIFC General Rules AIFC Rules No. FR0001 dated 17 October 2017 (amended as of 9 December 2022 in effect since 10 December 2022). [17] Guide on the Authorisation Process: How to Become Authorised, https://afsa.aifc.kz/files/pages/2134/docs/6/guide-on-the-authorisation-process.pdf and https://afsa.aifc.kz/uploads/afsa-brochure-on-authorisation.pdf. [18] Tair Kulteleev "Procedure for registration and licensing of private companies in the AIFC", https://online.zakon.kz/Document/?doc_id=33673225.
[19] AIFC Fees Rules (fees) No. FR0007 dated 10 December 2017 (amended as of 9 December 2022 in effect since 1 January 2024). [20] AIFC Glossary, Act No. FR0017 dated 29 April 2018, https://aifc.kz/files/legals/246/file/glo_v7_fr0017_14.12.2019.pdf. [21] Tair Kulteleev, "10 questions to a lawyer about registration of companies in the Astana International Financial Centre", https://online.zakon.kz/Document/?doc_id=33346889. [22] Completion of divestment of Russian business, https://www.polymetalinternational.com/ru/investors-and-media/news/press-releases/11-03-2024/. [23] Kazakhstan Law No. 2198 "On State Registration of Legal Entities and Record Registration of Branches and Representative Offices" dated 17 April 1995 (amended as of 6 April 2024). [24] Regulations on AIFC Acts No. 1 dated 20 December 2017 (amended as of 12 June 2019 in effect since 1 July 2019). [25] AIFC Contract Regulations No. 3 dated 20 December 2017 (amended as of 10 June 2022 in effect since 1 October 2022). [26] Convention on Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958). Kazakhstan acceded to this convention by the Presidential Edict No. 2485 dated 4 October 1995. [27] AIFC Arbitration Regulations dated 5 December 2017. [28] Law No. 488-V of the Republic of Kazakhstan "On Arbitration" dated 8 April 2016 (amended as of 1 January 2023). [29] Civil Code No. 409-I of the Republic of Kazakhstan (Special Part) dated 1 July 1999 (amended as of 25 March 2024). [30] Maxim Burak, Aruzhan Aimak, "Redomiciliation of Kazakhstan companies to foreign jurisdictions through the AIFC", https://online.zakon.kz/Document/?doc_id=32443073#pos=33;-35.

Written by Yekaterina Khamidullina, Partner of AEQUITAS Lw Firm, Director of AEQUITAS AIFC Branch and Tair Kulteleev, Head of Registrations, Senior Associate AEQUITAS Law Firm Contact Information: +7 (727) 3 968 968 Email: y.khamidullina@aequitas.kz; t.kulteleev@aequitas.kz  

  The views and opinions expressed in this article are those of the authors and do not necessarily reflect the official policy or position of the AIFC Academy of Law, any other AIFC body or entity, or any other agency, organization, employer or company. Assumptions made in the analysis are not reflective of the position of any entity other than the authors and these views are always subject to change, revision, and rethinking at any time.