Kazakhstan

Yekaterina Khamidullina  Partner, Head of AEQUITAS AIFC branch Dinmukhamet Nurakhmet Associate Bauyrzhan Tazhigul Paralegal AEQUITAS Law Firm   On 17 December 2025, the Kazakhstan Law No. 241‑VIII ZRK «On Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on Issues of Administrative Justice, Rulemaking and the Organisation of Legal Assistance» (the «Law») was adopted. The Law introduced amendments and additions to the Kazakhstan Administrative Procedural Code and the Civil Procedure Code. The adopted amendments are comprehensive in nature and affect key elements of procedural regulation. In particular, they address the procedure for challenging subordinate regulatory legal acts, cassation review mechanisms, procedural time limits, forms of hearings, rules on staying the enforcement of administrative acts, requirements for the content of administrative acts, the rights of participants in administrative procedure, and measures of procedural compulsion. This article reviews the key changes introduced by the Law. Transfer of Disputes Involving Challenging of Subordinate Regulatory Legal Acts to Administrative Proceedings As part of ongoing administrative reform of legislation, public law categories of cases previously considered during special action proceedings under the Civil Procedure Code were transferred to the sphere of regulation of the Administrative Procedure Code.  As a result, cases involving challenging of regulatory legal acts must be considered under the procedure for administrative legal proceedings.  This novelty is intended to gather public law disputes in the system of administrative proceedings and contribute to the reduction of the load on the Constitutional Court.  An independent type of administrative claims challenging the legality of a subordinate regulatory legal act (its provisions) was introduced within the Administrative Procedure Code.  The term for filing claims is 3 months from the date when a person became aware of a violation and/or potential violation of their rights, freedoms and legitimate interests guaranteed by the Constitution and laws of Kazakhstan by such act. In case of satisfying claims, the relevant act is recognised as inoperative in full or in a certain part from the moment of adoption.  Filing of a claim does not suspend a regulatory legal act, except for the cases where a prosecutor applies to court for recognition of a protested subordinate regulatory legal act (its provisions) as illegal before consideration by the court.  Legality of a subordinate regulatory legal act may be challenged by other persons only to the extent not previously verified in court. Exceptional Cassation Reconsideration The amendments significantly expanded the cassation control instruments and introduced a mechanism allowing to reconsider judicial acts, which have already entered into legal force, without undergoing the appellate stage. The cassation reconsideration was previously possible only after filing an appeal and considering a case in the appellate instance. According to the amendments, if failing to comply with the appellate procedure for appeals against judicial acts, it is allowed to reconsider them upon a protest of the Kazakhstan Prosecutor General and based on an application from the process participants subject to the presence of certain grounds.  This mechanism applies to the cases specified in Article 31 of the Administrative Procedure Code. The grounds for reconsideration are of a public nature and relate to: severe irreversible consequences for the life and health of people, the economy, and national security; protection of rights of an indefinite range of persons or other public interests; and necessity to ensure uniform judicial practice. Terms for Appeals in Cassation The amendments reconsidered the moment the 6-month term for filing cassation appeals starts running.  From now on, it must be calculated from the date a judicial act of the appellate instance enters into legal force, i.e. from the date it is declared.  Previously, this term started running from the moment of serving a judicial act in its final form. Suspension of Execution of an Administrative Act The lawmaker clarified the rules of suspending the execution of an administrative act.  The lawmaker preserved the general provision that the filing of an appeal suspends the execution. At the same time, the amendments strengthen requirements for the application of exceptions from this rule.  If an authority decides not to apply suspension to protect the rights of citizens, state or other public interests, such a decision must be specifically and reasonably reflected in the text of an administrative act.  Absence of substantiation may result in recognition of the act as illegal. If Persons Who Did Not Participate in Administrative Procedure Apply to Court The law-maker changed the approach to the terms for filing judicial appeals by persons who did not participate in an administrative procedure, but whose legitimate rights, freedoms and legitimate interests are affected by an administrative act.  A one-year preclusive term was excluded.  From now on, such persons may apply to court within 1 month of the moment they became or should have become aware of adoption of the administrative act. Procedure for Imposing Money Sanctions The Law significantly changed the procedure for appealing against and executing a money sanction as a measure of procedural compulsion. An appeal did not previously suspend execution, and a specific appeal was allowed only after actual payment of the amount of the sanction. From now on, there is a different approach: a specific appeal may be filed within 10 business days of the date of serving a court ruling, and filing of an appeal automatically suspends execution of a sanction until the appeal is considered on the merits. No preliminary payment is required now. Opportunities of a person who has been imposed with a sanction also changed. Previously, it was possible to apply for exemption from or reduction of payment. No full exemption is possible now; however, it is possible to apply for a reduction of the amount of the sanction, extension of the term or payment by instalments within 10 business days. The court may provide for extension of the term/payment by instalments for up to 2 months. Requirements for the Content of an Administrative Act and Procedural Guarantees of Participants The amendments strengthen the standards of executing administrative acts and, at the same time, expand the instruments allowing to protect the rights of participants of an administrative procedure. First, now an administrative authority must specify the precise procedure for filing appeals in the text of an act, as well as the name of a superior authority, which will consider the appeal.  No such requirement was in effect before.  If there is no such information, the term for appeals is automatically extended for up to 6 months.  Thus, the lawmaker shifts the risk of uncertainty to the authority violating the rules of executing acts. Second, the amendments significantly expanded the right of participants to access the case materials.  It was previously possible to review the materials only after the administrative case was closed.  From now on, access is granted during consideration.  In case of receiving an application, the authority must ensure the possibility to review the documents, make copies and prepare excerpts within 3 business days. Third, now the forms of hearing to a participant are clearly distinguished.  The administrative procedure participant may file or express an objection against a preliminary resolution in an administrative case not later than 2 business days after receiving it.  In this case, no minutes are kept.  Oral form is organised only upon a participant's application, which must be submitted not later than 2 business days after the date of receiving a preliminary resolution, and must be accompanied by the minutes. Taken together, the changes introduced by the Law are related to the development of administrative justice, strengthening of procedural guarantees (expanding access to materials, suspension of execution upon appeal), improving the quality of law enforcement and formalising the requirements for administrative acts. *** 47 Abai Ave., office 2, Almaty 050000 Republic of Kazakhstan +7 727 3 968 968 [email protected]

In an increasingly complex and rapidly evolving tax environment, organizations are facing growing pressure to enhance transparency, manage risks and ensure compliance across multiple jurisdictions. At the same time, tax functions are expected to contribute more strategically to business decision-making. This shift is driving the transformation of tax from a traditionally reactive function to a more proactive, data-driven and integrated part of the organization. Digital tools and advanced technologies are playing a critical role in enabling this transition. One of the key challenges for tax leaders today is the fragmentation of data and processes. Disconnected systems, manual workflows and limited visibility can lead to inefficiencies and increased compliance risks. As a result, there is a growing need for centralized platforms that bring together tax data, processes and analytics in a single environment. In response to these challenges, digital platforms are emerging that combine automation, data integration and analytical capabilities. For example, KPMG Digital Gateway for Tax is a cloud-based solution, powered by Microsoft Azure, that provides centralized access to tax technologies, compliance support and insights, helping organizations streamline processes and improve visibility across their tax function. Advanced features such as generative AI are further enhancing the ability of tax teams to interact with data, automate routine tasks and generate insights more efficiently. At the same time, improved connectivity between applications and more intuitive user interfaces contribute to a more seamless and structured user experience. As regulatory requirements continue to evolve and data volumes increase, organizations that invest in digital tax transformation are better positioned to manage risks, improve efficiency and support long-term business strategy. For more information about KPMG Digital Gateway for Tax, please visit: https://launch.kpmg.com/content/dam/kpmgsites/am/pdf/2026/digital-gateway-tax-slip-sheet-am.pdf.coredownload.inline.pdf

June 2025 KPMG Caucasus and Central Asia (KPMG CCA) announces the launch of its China Desk Service — a dedicated platform designed to support Chinese enterprises interested in investing or already operating in the region. The China Desk is led by Ms. Meir Tlebalde, who joins KPMG CCA as Director. Ms. Tlebalde brings over 19 years of professional experience in China capital cross-border investment, infrastructure and real estate development, industrial site selection, market entry strategies and post-investment management. Operating from KPMG’s regional platform, the China Desk will serve clients active or entering markets in Kazakhstan, Uzbekistan, Kyrgyzstan, Tajikistan, as well as in Azerbaijan, Armenia and Georgia. Key areas of focus will include market entry, legal and tax structuring, deal advisory and valuation support, licensing and incorporation services, M&A and joint venture formation, as well as post-investment integration — including tax compliance, audit, accounting, HR and legal advisory. According to Meir Tlebalde, Director of China Desk at KPMG CCA “Our team understands the context of transactions and the concerns that Chinese investors typically face. We work across jurisdictions to ensure clarity, efficiency, and commercial value at every stage.” This specialized desk will work closely with the KPMG Global China Practice, leveraging its extensive global network and expertise. Headquartered in Beijing, KPMG's Global China Practice comprises dedicated teams in nearly 60 locations worldwide. These teams cover both developed markets like Europe, the USA, and Australia, and emerging economies such as Central Asia, Southeast Asia, the Middle East, Latin America, and various nations participating in the "Belt and Road" initiative. Read more about KPMG Global China Practice here. Lisa Li, KPMG Global China Practice Lead commented: “KPMG has successfully assisted Chinese companies in completing numerous landmark outbound mergers and acquisitions as well as greenfield investments. The newly established KPMG CCA China Desk joining our Global China Practice network will significantly enhance KPMG’s capabilities to serve Chinese clients in Caucasus and Central Asia, and we will leverage this strength to further assist Chinese companies in their pre and post – investments activities and support Chinese companies with their localisation.” With its sector-based focus and fully integrated service model, the China Desk will help clients navigate local markets with confidence. Investors benefit from access to industry benchmarks, actionable insights, and optimized operating models.     毕马威高加索及中亚地区中国事业部正式成立  -旨在为本地中资企业提供定制化专业服务 2025年6月 毕马威高加索及中亚地区（KPMG CCA）宣布正式成立中国事业部（China Desk）——该部门旨在专项为有前期意向或已在本地区落地经营的中资企业提供全方位一站式咨询服务。 中国事业部由梅叶尔女士担任总负责人。梅叶尔女士在跨境资本投资、基建与房地产开发、工业选址、市场进入战略及投后管理领域拥有逾19年专业经验，她的加入将进一步强化毕马威在服务中国客户方面的承接能力。 依托毕马威区域化服务平台，中国事业部将辐射哈萨克斯坦、乌兹别克斯坦、吉尔吉斯斯坦、塔吉克斯坦，以及阿塞拜疆、亚美尼亚和格鲁吉亚等重要战略市场，为在营及新进入企业提供以下核心服务： • 市场准入战略咨询 • 法律架构与税务筹划 • 交易顾问与估值支持 • 特许经营及公司注册 • 并购与合资企业设立 • 投后整合管理（涵盖税务合规、审计、会计、人力资源及法律咨询） 毕马威高加索及中亚地区中国事业部负责人梅叶尔女士表示："我们深刻了解中资企业在跨境投资中的各种交易场景与典型风险痛点，因此通过提供整合式的综合服务产品，我们可以确保中国企业在投资流程中的每个环节都享有决策的透明、执行的效率与投资的良好回报。" 中国事业部专业团队将与毕马威全球中国业务总部紧密协作，充分整合全球网络资源与专业项目经验。毕马威全球中国业务总部设于北京，在近60个国家和地区设有专项服务团队，覆盖欧美澳等成熟市场及中亚、东南亚、中东、拉美等"一带一路"新兴经济体。[点击了解更多毕马威全球中国业务] 毕马威全球中国业务主管合伙人李丽莎（Lisa Li）强调："毕马威已成功协助中资企业完成多宗具有里程碑意义的海外并购与绿地投资。高加索及中亚中国事业部的加入，将显著提升我们服务该区域中资客户的能力。我们将充分发挥这一优势，在投资全周期赋能中企本地化运营。" 凭借行业聚焦的服务定位与全链条整合式服务模式，中国事业部将助力客户精准把握区域市场机遇。投资者可获得： • 行业基准数据分析 • 可落地的战略洞察 • 最优化的运营模型

Nurzhan Stamkulov, Ali Dautalinov, Assem Zhaksylykbayeva Lawyers, Synergy Partners Law Firm LLC In this article we prepared an overview of the regulations related to executive body dismissal in limited liability company in Kazakhstan. This issue combines two practice areas: employment legislation and corporate legislation. Kazakhstan employment legislation Article 52.23 of Kazakhstan Employment Code stipulates that an employer may terminate the employment agreement in unilateral manner with an executive body of a company in compliance with corporate legislation. Kazakhstan corporate legislation In accordance with article 43.2.2 of the Act on limited liabilities companies[1] a sole shareholder or general meetings of shareholders of a company could terminate employment agreement with the executive body on any date without any conditions. The executive body could be named in any manner: director, president, general manager or chief executive officer[2]. In dismissal procedure of a CEO, following questions arise: How does an employer should do properly in order to dismiss a director or CEO? What are mandatory compensations an employer must pay during dismissal procedure? What is the methodology or rules for paid compensation during dismissal procedure? Based on our practice, we will provide short answers to these questions. Please note that during executive body dismissal procedure corporate law provisions will be prevail, while an employment law practice should be additional procedural regulations. CEO's dismissal procedure A company may terminate an employment agreement with CEO and replace the CEO at any time. To do so, a company shall issue the following documents: a general meeting of Shareholders / a Sole Shareholder’s resolution on the dismissal of the CEO. a notice of termination to an employee. an order for termination of the employment agreement. In accordance with article 61.3 Kazakhstan Employment Code an employer gives an employee a copy of the dismissal order or sends it by email within three business days from the date of such order has been issued. Mandatory compensation for unused days of annual paid leave for any employee dismissal According to article 96.2 of Kazakhstan Employment Code, once an employment agreement is terminated, an employer must pay compensation to an employee for any unused days of annual paid leave. If an employee has fully used annual paid leave, no compensation will be paid by an employer at the date of termination of an employment agreement. Calculation of compensation for unused days of CEO’s annual paid leave Please note that amount of compensation for unused annual paid leave must be calculated in accordance with the following acts: Rules for calculating average salary[3] (hereinafter – the Rules); and Methodological recommendations for calculating average salary[4] (hereinafter – the Methodology). The compensation shall be based on an employee’s average daily salary[5]. Period for calculating a CEO’s average salary is 12 months. According to article 114.2 of Kazakhstan Employment Code and articles 2.2 of the Rules, the average salary must be calculated based on the previous 12 calendar months. Any paid bonuses shall be included in a CEO’s average salary calculation An employee’s average salary calculation must include a fixed salary and bonuses for work results[6]. Financial assistance, health improvement and treatment allowance, payments not related to work results should not be included in the employee’s average salary calculation[7]. CEO’s annual paid leave days Kazakhstan Employment Code stipulates 24 calendar days for annual paid leave[8]. But Kazakhstan Employment Code also allows an employer to grant additional days for annual paid leave. If there were no acts or resolutions on additional leave days, a CEO has standard 24 days of annual paid leave. CEO’s average daily salary According to article 8 of the Rules, an employee’s average daily salary is equal to the sum of fixed salary and bonuses for the last 12 months divided by working days for the last 12 months. For example, a CEO earned 250,000 Euro over the past 12 months (including bonuses). There were 246 business days from January 2024 to January 2025. In this case a CEO’s average daily salary will be about 1,016 Euro (= 250,000 Euro / 246 business days). Compensation for unused annual paid leave According to articles 15 and 7 of the Rules, compensation for unused annual paid leave is calculated by multiplying an employee’s average daily salary to the number of working days while unused days goes by after dismissal. For example, a CEO used 10 days out of 24 of annual paid leave. This means a CEO must receive compensation for the 14 unused days of annual paid leave. In this example, compensation for unused annual paid leave will be 14,224 Euro (= 1,016 Euro * 14 business days). Compensation for a CEO dismissal stipulated by Kazakhstan Employment Code Kazakhstan Employment Code doesn’t specify any compensation for the CEO dismissal. However, Kazakhstan Employment Code says that an employment agreement could have any provisions stipulated by parties regarding compensations. We recommend checking provisions of each employment agreement for any obligations related to compensation due to early termination. If a company has other acts, policies, internal regulations, we recommend checking them also. [1] Article 43.2.2 of the Act on limited liabilities companies dated April 22, 1998 No. 220-I [2] Article 51.1 of the Act on limited liabilities companies dated April 22, 1998 No. 220-I [3] Unified rules for calculating average salary approved by Order of the Minister of Health and Social Development of the Republic of Kazakhstan dated November 30, 2015, No. 908. [4] Methodological recommendations on the application of the Uniform Rules for calculating the average salary, approved by the Order of the Minister of Health and Social Development of the Republic of Kazakhstan dated November 30, 2015 No. 908 Approved by the Vice Minister of Health and Social Development of the Republic of Kazakhstan Nurymbetov B.B. on February 25, 2016 [5] Artilce 96.2 of Kazakhstan Employment Code, Articles 15 and 7 of the Rules [6] Article 6 and 14 of the Rules [7] Article 6 of the Rules and Appendix to the Rules [8] Article 88 of Kazakhstan Employment Code