Change of Registered Details
If a Company makes changes to its shareholding structure, it must notify the Registrar within 14 days after the change. Relevant forms are required to be completed and filed with Office of the Registrar in order to register the proposed changes in Ministry of Justice of the Republic of Kazakhstan, so updated information will be reflected in eGov system.
- Notification of actualization of information;
- AIFC Notification of Change in Registered Details;
- AIFC Notice of Transfer of Shares;
- Resolution of Shareholders on Share Transfer & Instrument of Transfer of Shares
- Register of shareholders (if the transaction has been executed, then indicate the unpaid/paid amount. Otherwise, you may provide those details after the procedure);
- Details on Beneficial Ownership (if a new shareholder is a legal entity)
- Register of UBO (if a new shareholder is a legal entity)
Please read carefully the following comments:
- The Ministry of Justice may refuse or postpone processing of application until an individual pays off all outstanding debts, fines, fees and charges. Therefore, please ensure that a proposed shareholder does not have liability for state tax debts or fines prior to submission of documents for change of shareholding list (e.g. you may check government database Adilet)
- All supporting Documents must be in English or accompanied by an appropriate translation certified to meet the requirements of the Registrar of Companies
- Send the forms to AFSA Post-registration Unit via email post-registration@afsa.kz
- Besides the abovementioned forms, your application package shall be accompanied by the following supporting documents:
- If a new shareholder is a natural person: a copy of passport;
- If a new shareholder is a legal entity: a copy of certificate of incorporation or registration;
- If a shareholder is a legal entity: any document proving the legal authority of respective persons to sign on behalf of company (e.g. power of attorney, extract from charter, meetings of BoD and etc.);
Please download request for invoice and send it to post-registration@afsa.kz to obtain an invoice.
In general, it is highly advised to become familiar with the information on post-registration procedures, where the guide on filling obligations and all forms are posted. Please note that there is no specified timeframe on how long it will take to finalise a post-registration procedure. The process might be expedited or delayed due to various factors.
Examples are drafted to support participants while completing post-registration applications and only refers to the procedures that need to be filed with the Registrar of Companies. Note that examples of filled-in forms do not constitute legal advice or opinion of any kind and should be read in conjunction with the AIFC Legal Acts
If a Partnership makes changes to its members structure, it must notify the Registrar within 14 days after the change.
Change in entity name compose a change in registered details of a company, therefore a notification is required upon change.
In order to register the changes in name with the Registrar of Companies, please send the following documents:
- Notification of actualization of information (must be completed in Russian and English and submitted in word)
- AIFC Notification of Change in Registered Details
- Shareholder Resolution on Change of Company Name
- Payment confirmation*
Please read carefully the following comments:
- A Company may change its name by Special Resolution or by other means provided for by the Company’s Articles of Association (Section 22 of the AIFC Companies Regulations);
- If, in the opinion of the Registrar, the name by which a Company is registered is, has become, or is reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another Company), or otherwise undesirable, the Registrar may direct the Company to change it. Therefore, you need get approval from the Registrar in the first place;
- The change of name takes effect on the day the Registrar issues the certificate of name change. Upon completion of such procedure, you will receive the said certificate;
- If AIFC Participant engaged in regulated activities, it must contact its Relationship Manager for making necessary arrangements in relation to the Post-registration application and obtaining a required approval (if necessary). For e.g. if you are a FinTech Lab Participant or ASP, the company is required to make necessary arrangements with FinTech and Financial Conduct Divisions in relation to the change respectively;
- The Ministry of Justice may refuse or postpone processing of application until an individual pays off all outstanding debts, fines, fees and charges;
- All supporting Documents must be in the English language or accompanied by an appropriate translation certified to the satisfaction of the Registrar of Companies.
Please download request for invoice and send it to post-registration@afsa.kz to obtain an invoice.
In general, it is highly advised to become familiar with the information on post-registration procedures, where the guide on filling obligations and all forms are posted. Please note that there is no specified timeframe on how long it will take to finalise a post-registration procedure. The process might be expedited or delayed due to various factors.
An entity may change the address of its registered office by giving notice to the Registrar within 14 days after the change. The change takes effect upon the notice being registered by the Registrar. Relevant forms are required to be completed and filed with Office of the Registrar in order to register the proposed changes in MoJ, so updated information will be reflected in eGov system.
- AIFC Notice of Change of Company’s Address.
- AIFC Notification of actualization of information.
- BoD or Shareholders Resolution
Please note that a company may rent space located in AIFC territory (e.g. office).
Information on territory of the Centre is available online via boundaries of AIFC (click the link “№614”).
Please download request for invoice and send it to post-registration@afsa.kz to obtain an invoice.
In general, it is highly advised to become familiar with the information on post-registration procedures, where the guide on filling obligations and all forms are posted. Please note that there is no specified timeframe on how long it will take to finalise a post-registration procedure. The process might be expedited or delayed due to various factors.
An entity must, within the period of 14 days from a person becoming a CEO, give notice to the Registrar of the change and of the date on which it occurred. Relevant forms are required to be completed and filed with Office of the Registrar in order to register the proposed changes in Ministry of Justice, so updated information will be reflected in eGov system.
- Notification of actualization of information;
- AIFC Notification of Change in Registered Details;
- Shareholder Ordinary Resolution on Appointment and Removal of a Director/CEO
- Copy of passport/ ID (please note that CEO must have Kazakhstani IIN)
- Payment confirmation
*Please be informed that Director, Authorised Signatory and CEO are considered as different positions.
Director and Authorised Signatory are reflected on Public Register only, while CEO is reflected in the National Database (e.g. eGov).
Please download request for invoice and send it to post-registration@afsa kz to obtain an invoice.
In general, it is highly advised to become familiar with the information on post-registration procedures, where the guide on filling obligations and all forms are posted. Please note that there is no specified timeframe on how long it will take to finalise a post-registration procedure. The process might be expedited or delayed due to various factors.
An entity must, within the period of 14 days from a person becoming a director/designated member, give notice to the
Registrar of the change and of the date on which it occurred.
An AIFC participant may apply to add or remove the main business activity by notifying the Registrar of Companies of such intention. An entity who wish to conduct activities that require a Licence, or fintech activities must contact the AFSA to obtain the relevant licence or in-principal approval, whichever is applicable.
Relevant forms should be completed and filed with Office of the Registrar to proceed with the change of business activity:
- AIFC Notification of actualization of information
- AIFC Application for change of the main business activity
- Resolution approving the addition / removal of business activity
- Payment confirmation*
Please download request for invoice and send it to post-registration@afsa.kz to obtain an invoice.
In general, it is highly advised to become familiar with the information on post-registration procedures, where the guide on filling obligations and all forms are posted. Please note that there is no specified timeframe on how long it will take to finalise a post-registration procedure. The process might be expedited or delayed due to various factors.
An entity may amend its Articles of Association/Charter/Partnership Agreement by Special Resolution or by any other means provided by the Articles of Association/Charter/Partnership Agreement.
If an NPIO makes changes to its Founding members/Ordinary members structure, it must notify the Registrar within 14 days after the change.
Alteration of Capital
If a Company increases its share capital, it must notify the Registrar within 14 days after the change.
A list of application forms required for alteration of share capital:
- Resolution of the Shareholders; (please include paragraph on alteration of share capital, specifically you need to explain how it increases. This is a template only and you may use other resolution)
- Notification of Actualization of information
- Notification of Change in Registered Details
- Register of shareholders
All post-registration matters including application for making any amendments to share capital set out in the Guidance on Filling Obligations of AIFC Participants to the Registrar of Companies and may refer to AIFC companies regulations, 44 Alteration of share capital.
Please download request for invoice and send it to post-registration@afsa.kz to obtain an invoice.
In general, it is highly advised to become familiar with the information on post-registration procedures, where the guide on filling obligations and all forms are posted. Please note that there is no specified timeframe on how long it will take to finalise a post-registration procedure. The process might be expedited or delayed due to various factors.
A Company may reduce its share capital reduction of share capital support by solvency statement according to Section 64 of AIFC Company Regulations, notifying the Registrar within 14 days after change.
Required documents:
- Special Resolution
- Solvency Statement (please learn 65 section of AIFC Com Reg);
- Publication of the notice
- Notification of change in registered details
- Details on classes of Shareholders & Share Capital
- Notification of actualization of information
- Payment confirmation
In addition sending you requirements for solvency statement and notice:
1. On a day not more than 30 days and not less than 15 days before the date the reduction of the Share Capital is to have effect, the Company has published a notice in the Appointed Publications stating the following:
(i) the amount of the Share Capital as most recently determined by the Company;
(ii) the amount by which the Share Capital is to be reduced;
(ii) the amount by which the Share Capital is to be reduced;
(iv) the date the reduction is to have effect; and (b) the notice contains a solvency statement.
2. A solvency statement is a statement by each Director of the Company that the Director:
(a) has formed the opinion, as regards the Company’s situation at the date of the statement, that there is no ground on which the Company could be found to be unable to discharge its debts as they fall due; and
(b) has also formed the opinion that:
(i) if the Company intended to commence its winding up within 12 months after the date of the statement, the Company would be able discharge its debts in full within 12 months of the commencement of the winding up;
(ii) in any other case, the Company would be able to discharge its debts as they fall due during the year immediately after the date of the statement.
3. A Director of the Company must not make a solvency statement mentioned in subsection (1)(b) unless the Director has reasonable grounds for the opinion expressed in the statement. In forming the opinion, the Director must take into account all of the Company’s Liabilities (including any contingent or prospective Liabilities).
If a Partnership alters its contribution amount, it must notify the Registrar within 14 days after the change.
Accounts, Reports and Audit
AIFC Companies, Partnerships, NPIOs and Foundations are obliged to file annual accounts with the Registrar of Companies after the end of each financial year. The accounts must be prepared in accordance with the AIFC Regulations and Rules
Annual returns must be filed with the Registrar within 6 months of the end of each financial year, or other date the Registrar considers appropriate.
Filing of an annual confirmation statement is a way of confirming that important company data registered at the Office of the Registrar and displayed on the public register is accurate and up to date. Private Companies must file a confirmation statement even if there have not been any changes to your company during the review period.
If an entity is required by the AIFC Regulations to have its accounts examined and reported on by an Auditor, it must appoint an Auditor to examine and report on, in accordance with the AIFC Regulations and the AIFC Rules, the accounts prepared.
An entity may, within 14 days after the change, by giving a notice to the Registrar, specify a new financial year end date having effect in relation to the entity’s current financial year and subsequent financial years.
Corporate Restructuring and Insolvency
The Registrar may suspend the activity of the AIFC Participant or vary the terms of the activity of the AIFC Participant on the Registrar’s own initiative or on the application of the AIFC Participant.
An AIFC Participant may apply for winding up its activities, if wishes to terminate its activities as an AIFC Participant by voluntary means or by decision of Court.
To find out more on this matter, please read the following legal sources carefully:
Insolvency Regulations https://afsa.orderly.kz/articles/insolvencyreg
Insolvency Rules: https://afsa.orderly.kz/articles/insolvencyrules
Insolvency Rules: https://afsa.orderly.kz/articles/insolvencyrules
Stages of the Liquidation process
1. Corporate stage
a) Declaration of solvency
If it is proposed to wind up a Company voluntarily, the directors of the Company shall make a declaration to the effect that they have made a full inquiry into the Company’s affairs and that, having done so, they have formed the opinion that the Company will be able to pay its debts in full, together with interest at the official rate, within the period, not exceeding 12 months from the commencement of the winding up, specified in the declaration.
b) A Company passes a resolution that it should be wound up voluntarily
c) Notification of Registrar of Companies and Tax Department
Within 3 business days after a Company passed a resolution that it should be wound up voluntarily the Company must notify Registrar of Companies and relevant tax department.
d) Appointment of Liquidator by Company
In a Members Voluntary Winding Up, the Company in general meeting must appoint 1 or more Liquidators for the purpose of winding up the Company’s affairs and distributing its assets.
In a Members Voluntary Winding Up, the Company in general meeting must appoint 1 or more Liquidators for the purpose of winding up the Company’s affairs and distributing its assets.
e) Notice to Registrar of Companies on appointment of the Liquidator
Within 3 business days after appointment of the Liquidator a Company must notify Registrar of Companies.
f) Notice of Resolution for Voluntary Winding Up
When a Company passes a Resolution for Voluntary Winding Up, it must, within 14 days after the day it passes the resolution, give notice of the resolution by advertisement published in the newspaper which considers most appropriate for ensuring that the presentation of the petition comes to the notice of the Company’s creditors and members.
Within 7 days after the day that an application to strike the Company’s name off the Register following a voluntary winding up is made, the applicants must give a copy of the application to every Person who, on the day the application is made, is:
- a Shareholder of the Company; or
- an Employee of the Company; or
- a Creditor of the Company; or
- a Director of the Company who is not a party to the application
g) Effect on business and status of Company in Voluntary Winding Up
In the Voluntary Winding Up of a Company, the Company must cease conducting its business from the commencement of the winding up, except so far as conducting the business may be required for its beneficial winding up.
h) General meeting of a Company during a voluntary Liquidation
The liquidator must call a general meeting of the members of the company at the end of every year, if the liquidation process continues for more than a year. This meeting must be called at the first convenient date within 3 months from the end of the relevant year. In this meeting, the liquidator must submit the Liquidator’s report to the members giving an account of all receipts and payments of the liquidator appointed to carry out the voluntary arrangement from the liquidator. The Liquidator’s report must describe how the voluntary liquidation is being carried out and must include specific details regarding the distribution of assets.
2. Tax stage
All tax requirements shall be done in accordance with Tax Legislation.
3. Distribution of the assets stage
Distribution of Company’s property
Subject to section 97 (Preferences) and section 66 (Preferential debts and ranking of claims), to any Rules mentioned in section 92 (Rules made in relation to these Regulations) and to the application of any other AIFC Regulations or AIFC Rules as described in section 100 (Application of other laws to receivership and winding up), a Company’s property in a Voluntary Winding Up must be applied in satisfaction of the Company’s liabilities other than to its members (as members) and, subject to that application, must (unless the Company’s articles of association otherwise provide) be distributed among the members according to their rights and interests in the Company.
Final meeting before dissolution
As soon as the Company’s affairs are fully wound up, the Liquidator must prepare an account of the winding-up, explaining how it has been conducted and how the Company’s property has been disposed of.
When the account has been prepared, the Liquidator must call a general meeting of the Company for the purpose of giving the account to the meeting and explaining it to the meeting.
Application forms
- Application for Members Voluntary Winding Up (form is below)
- Notice of the appointment of a Liquidator (form is below)
- Notification of actualization of information.
List of supporting documents:
- Resolution of Members Voluntary Winding Up;
- Declaration of Solvency
- Copy of notice of the resolution by advertisement published in the newspaper;
- Original hardcopies of Company’s constitutional documents;
- Certificate of absence of tax arrears;
- Report of Company’s assets and property distribution
Resolution and Declaration of solvency an applicant shall prepare according to AIFC acts, there are no special forms.
There is no precise timeline for Winding Up process as it depends on how quickly the Company solves all tax issues. The Company may start the Winding-Up process once it is ready.
A Company, LP or LLP must notify the Registrar in case of reorganisation matters within its entity. A Company may proceed with the reorganisation process while acquiring another company; or the shareholders of the Company exit by creating another body corporate. Reorganization of the company allows 4 types of reorganization of legal entities are indicated: merge, transformation, split or separation.
Requests and Notices
An AIFC Participant may request an Extract of information from AFSA, who in turn will issue a certificate upon payment of 20 USD for the procedure.
A waiver grants an AIFC Participant or AIFC Potential Participant a right not to comply with a certain provision. The Registrar has the power to grant waivers and modifications of the provisions of the Legislation Administered by the Registrar of Companies under section 195 of the AIFC Companies Regulations.
Unless the Registers are kept at the entity’s registered office address, it must give notice to the Registrar of the place at which the register is kept available for inspection within 14 days after change.
