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Brief summary on requirements for setting up a private company for holding companies in AIFC

March 2022 –  Since the establishment of the Astana International Financial Center (the “AIFC”) in 2018, we have provided legal assistance to a large number of foreign clients in setting up their businesses in the AIFC. Based on our experience, we note that the most attractive and convenient legal vehicle for setting up a holding company in the AIFC is a company in the form of a private company. The purpose of this brief summary is to acquaint potential investors with the key features of private companies in the AIFC. This note does not contain requirements for regulated companies (such as financial organisations in AIFC).



Minimum share capital

There is no minimum required share capital.

Currency of share capital

Shares in a private company can be denominated in any currency (e.g., in tenge or USD)

Period for payment of capital

There is no deadline for payment of capital.

Liability of shareholders

Liability of shareholders is limited to the value of their respective investments in shares.

Register of shareholders

Shareholders’ register is maintained by the private company itself.

Alternatively, the private company can instruct a professional firm (for instance, AIX Registrar) to maintain its shareholders register.

Contributions in kind

Yes, it is possible to make contributions in kind (but at a price determined by an independent appraiser).

Increase of share capital

The procedure for increasing the share capital is quite flexible and can be carried out in different ways (e.g., by allotting new shares, creating a new class of shares, consolidating shares of different classes).

Foundation documents

The articles of association are the main constitutive document.

Shareholders agreement

If there are more than two shareholders in a private company, then the shareholders may enter into a shareholders’ agreement (the “SHA”) that may be governed by English law (or other law agreed by the parties) and contain various methods and tools for protecting the rights of shareholders in English law.

There is no requirement to disclose SHA.

Pre-emptive rights of shareholders

There is no pre-emptive right to purchase shares sold by existing shareholders.

The shareholders have a statutory pre-emptive right to purchase new shares issued by the company. However, it is possible to disapply the statutory pre-emptive right by the decision of the shareholders.

Corporate bodies

Management structure includes the general meeting of shareholders (the supreme body) and a board of directors (the management body).

It is also possible to appoint an executive body, which may be a sole executive (e.g., a CEO) or in the form of a collective executive body (a management board headed by its chairman).

Any supervisory (regulatory) authority

No specific supervisory authority.

Any prospectus requirement


Any public disclosure requirements


Any public filling requirements


Notification requirements

There are certain notification obligations in connection with the change of address, change of major shareholders. But these changes are submitted only to the AIFC in a prescribed manner (i.e., they do not become public).

Timing for establishment

Opening a private company in the AIFC is quite fast (several business days).

In addition to opening a new company in the AIFC, it is also possible to open a private company in the AIFC through the mechanism of "transfer" (i.e., migration) from another foreign jurisdiction (the possibility of implementing this option depends on the original jurisdiction of the company).


This summary is prepared by members of Kinstellar’s Kazakhstan team: Joel Benjamin (Managing Partner) and Kuanysh Shekerbekov (Managing Associate).

For further information, please contact Joel Benjamin, Managing Partner, at and Kuanysh Shekerbekov, Managing Associate, at .

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