State revenue authorities are constantly working to identify and crack down on tax evasion schemes. One such scheme involves using corporate reorganization procedures to obtain unjustified tax benefits.
Typically, business reorganization is carried out to expand operations, optimize business processes, or facilitate mergers or acquisitions. However, in recent years, there has been an increase in cases where this procedure is used to evade tax obligations, including value-added tax (VAT).
Thus, state revenue authorities identified 263 legal entities that utilized VAT overpayments during reorganization, totaling 31.7 billion tenge for the period from 2021 to 2024. In accordance with the provisions of the Tax Code, these amounts were written off, resulting in 3 billion tenge being remitted to the budget and a reduction in the VAT surplus by 20 billion tenge.
Judicial precedent has confirmed the legality of the actions taken by the state revenue authorities. To date, the courts of cassation have reviewed more than 10 cases, and all decisions have been rendered in favor of the state revenue authorities.
To prevent such schemes, amendments have been made to the Tax Code. Effective January 1, 2026, the reorganization procedure may only be carried out following a tax administration process, which includes:
- conducting a desk audit when the simplified procedure for fulfilling tax obligations is applied;
- conducting a tax audit in all other cases.
The application of the simplified procedure with desk audit control is permitted subject to a number of conditions, including the absence of VAT registration during the statute of limitations period, insignificant turnover volumes, and the absence of tax arrears and other risk factors.
These provisions are set forth in the Rules for the fulfillment of tax obligations during reorganization, approved by Order № 654 of October 31, 2025, «On сertain issues regarding the fulfillment of tax obligations during the liquidation, reorganization, and termination of activities by taxpayers.»
In addition, VAT exceeding 300 times the minimum wage may be transferred to the successor only if the accuracy of such amounts is confirmed by the results of a comprehensive tax audit.
The State Revenue Committee urges taxpayers to adhere to the principles of good-faith taxation and reminds them of the liability for violating tax legislation requirements.
Department of Explanatory Work and Contact Center DGD in Zhambyl region