How to establish LLP

First of all you need to make up a name for your LLP.  

Name of your company should consist of the following combination of words: “Company Name” Limited Liability Partnership or “Company Name” LLP.   

Company name should not coincide with names of other existing companies. To check whether it is unique, you can use a special online service:

If you will indicate a name that coincide with the name of existing company upon further registration of LLP, your application for registration will be declined.

LLP can be recognized as a subject of micro/small/medium/large business.  

The following indicators affect an entity`s status:

• average annual income;
• average annual number of employees;
• types of activities (in certain cases).

Each LLP should verify its category independently.

The list of documents required for registration depends on the category of private entrepreneurship subject.

According to Article 24 of the " Entrepreneur Code of the Republic of Kazakhstan" micro business entities involve LLP with average annual number of employees no more than 15 and average annual income not higher than 30000-fold MCI.

Small business entities involve LLP with average annual number of employees no more than 100 and average annual income not higher than 300000 -fold MCI.

LLP performing the following activities cannot be considered as small business entities:

• activities related to turnover of narcotic substances, psychotropic substances and precursors;
• production and (or) wholesale of excisable products;
• activities related to storage of grain in grain reception centers;
• lottery conducting;
• activities in the field of gambling business;
• activities related to extraction, processing and sale of oil, oil products, power and heat energy;
• activities related to turnover of radioactive materials;
• bank activities (or certain types of bank transactions) and activities on insurance market (except activities of insurance agent);
• audit activities;
• professional activities on securities market;
• activities of loan offices;
• security activities;
• activities related to turnover of civil and service weapons and ammunition thereto.

Medium business entities involve LLP with average annual number of employees more than 100 but no more than 250 and average annual income higher than 300000-fold MCI but no more than 3 000 000-fold MCI.

Large business entities involve LLP with average annual number of employees more than 250 and average annual income higher than 3 000 000-fold MCI.

If you have already registered LLP, we recommend to do the following:

• Submit a tax application "Notification of the applicable tax regime" for entities wishing to apply the simplified tax regime within 5 working days after registration. Otherwise, they will automatically be on the General taxation regime.
• Obtain digital signature;
• In case if you perform an activity that is subject to licensing, you need to obtain a license for the right to perform the activity;
• In case if the amount of turnover within one calendar year exceeds 30000-fold MCI, you need to register as VAT payer;
• Acquire and register cash register with fixation and data transmission function;
• Order a seal.
• Familiarize with types of reports on the Bureau of National statistics website.

Prior to registration of LLP, founders draw up an incorporation contract, approve statute and if necessary determine assets for inclusion into authorized capital.

Incorporation contract

If LLP is founded by a sole participant than there is no necessity to draw up an incorporation contract.

If LLP is founded by several individuals than incorporation contract is concluded in written form and signed by each founder or his/her representative and notarized.

Statute

Afterwards, a statute is to be approved, which represents a document that determines a legal status of LLP as legal entity. 

LLP related to entity of small/ medium/large business can perform its activities based on standard statute after submission of relevant application.    

Statute is required to open a bank account, participate in public procurement and obtain public services.

Authorized capital

For small businesses, the size of the authorized capital is zero at the time of creation of the legal entity.

Authorized capital of entities of medium and large businesses is generated through incorporation of founders` (participants`) assets.     

Initial amount of authorized capital is equated to the sum of founders` assets and cannot be less than a sum equivalent to 100 MCI to the date of documents submission. 

Assets to authorized capital can be as follows: money, securities, items, property rights, including right for land utilization and right for the results of intellectual activities and other property. If the sum of such asset exceeds the sum equivalent to 20 000 MCI, an evaluation should be approved by an assessor.

Apart from LLP registration, the online service also enables opening a bank account and concluding compulsory insurance contract.

When ordering a service, at the first step you need to specify the organizational and legal form and fill in the fields with the full and short name of your company in three languages - Kazakh, Russian and English, go through video identification.

Then you need to indicate a chairman`s IIN, number and date of solution made by an authorized agency of legal entity on assignment of chairman. 

When indicating information on founders, you need to fill in their IIN/BIN, full names, and also provide information on the sum of their share and percent in authorized capital. Then you need to indicate whether a legal entity will operate based on standard statute or will register as VAT payer. 

Afterwards, indicate a legal address, contact details, core business line and approximate number of involved individuals.    

In the end of the page you can check boxes to open a bank account and conclude insurance contract:

• if you plan to do this offline, do not check the box;
• if you checked the box to open a bank account online, you need to select one of the banks from the list, indicate its branch and currency.  Then download application sample to open an account and enclose a filled in application afterwards.  

You can enclose one of the following documents from the list (if available):

• Application on accession to contract between bank and customer;
• Statute;
• Samples of signatures;
• Extract from the register of securities holders;
• Power of attorney (in case if application is submitted by a legal entity`s representative).

Then you need to fill in a request for conclusion of insurance contract and select an insurance company from the list. Afterwards, fill in a form about employees, including information on annual payroll and check boxes in questionnaire related to labour protection in LLP. Afterwards, you need to indicate start date for insurance period, upload the list of employees, company`s statue and check the box on consent with insurance terms.  

On this stage you finish to fill in a request for composite service and afterwards founders should sign in with EDS. Then a request should be signed by an applicant himself/herself and sent for approval to registration authority.   

Request processing term is 2 working days.  

The following should be submitted for registration of legal entity related to a medium and large business:

• filled in application;
• application to open a bank account and conclude compulsory insurance contract against accidents (except cases when a founder(s) of legal entity performs activities without establishing any labour relations with individuals).

Also, a receipt or other document confirming payment to the State Corporation "Government for Citizens" for the state registration of a legal entity that is a commercial organization, with the exception of legal entities belonging to small and medium-sized businesses, is submitted for registration.

A certificate of state registration of a legal entity is issued no later than 1 business day following the day of submission. The certificate contains information about the date of its issuance, the registering authority, the business identification number, the date of state registration, the name and location of the legal entity, the heads and founders.