Kazakhstan

The Law of the Republic of Kazakhstan dated November 17, 2025, No. 230-VIII "On Artificial Intelligence" (the "Law") establishes the legal framework for regulating artificial intelligence ("AI") in the Republic of Kazakhstan ("Kazakhstan"), based on the principles of legality, fairness, transparency, accountability, data protection, and the priority of human well-being. The Law defines the following: Terms in the field of AI The Law defines the terms “AI”, “AI System”, “AI Model”, “Data Library”, “Synthetic Outputs of AI Systems”, “Output of AI System”, “National AI Platform”, “Machine-Readable Form”, etc. According to the Law: AI is the functional ability to imitate cognitive functions which are characteristic of humans, providing results comparable to or superior to the results of human intellectual activity; AI System is an information technology object which functions on the basis of one or several AI models; AI Model is a software product developed to perform specialized tasks and capable of adapting to changing conditions, learning from accumulated experience, and optimizing the processes and results of its activities; Output of AI System is information or a decision, regardless of the form in which they are provided, or actions, including work and/or services, produced and/or provided by the AI ​​System. Powers of government agencies in the field of AI The Government of Kazakhstan, the authorized body in the field of AI (the Ministry of AI and Digital Development of Kazakhstan), and industry-specific government agencies are vested with powers in the field of AI. In particular, the Government of Kazakhstan approves a list of priority economic sectors for AI implementation. The Ministry of AI and Digital Development of Kazakhstan exercises oversight and regulatory functions in the field of AI. Industry-specific government agencies create industry Data Libraries in accordance with data management requirements. The Operator of the National AI Platform, National Information Technologies JSC, is designated as responsible for the creation, development, and operation of the National AI platform, as well as for the performance of other functions in the field of AI. Copyright Works created using AI are protected only if they contain a human creative contribution. Using works to train AI models is not automatically considered free use; the absence of a prohibition from the author, expressed in machine-readable form, is required. According to the Law of Kazakhstan dated June 10, 1996, No. 6-I "On Copyright and Related Rights," copyright is the personal non-property and property rights of the author, and the author is an individual whose creative work creates a work of science, literature, or art. Accordingly, copyright is vested in the individual. Rights and responsibilities of AI System owners/holders and users The Law defines the rights and obligations of owners/holders of AI Systems and users. Thus, owners/holders of AI Systems, among other things, have the right to determine the terms of use of AI Systems and protect their rights to AI Systems and are obliged to manage risks, ensure the security and reliability of AI Systems, maintain documentation, support users, and provide terms of use in advance. Users have the right, among other things, to review the terms of use, protect their personal data and intellectual property rights, receive explanations regarding the Outputs of AI System, which affects their rights, freedoms, and legitimate interests, request information about the data on which the AI ​​System based its decisions, and refuse the use of AI (unless required by law). Users are also obligated to use AI within the limits of their granted access rights and comply with security measures and rules. Transparency in the use of AI Systems, including labeling Any distributed synthetic images/text/videos and other Synthetic Outputs of AI Systems must be machine-readable and marked with a visual or other warning. Users must be notified about the use of AI Systems in the production of goods, performance of work, and provision of services. The responsibility for informing users about the Synthetic Outputs of AI Systems rests with the owners or holders of these systems. According to the Law, Synthetic Output of AI System is an image, video, audio, text, or combination thereof, created or modified by an AI System, simulating the appearance, voice, behavior of an individual, or events which have not actually occurred. Classification and risk assessment AI Systems are classified by risk, autonomy, and mode of use, and are subject to appropriate risk management measures, documentation, and controls. Mandatory documentation and audit Owners and holders of AI Systems are required to manage the risks of AI Systems and maintain documentation for the AI ​​System, depending on the degree of its impact on the security, rights, freedoms, and legitimate interests of individuals and public order in accordance with the list of documentation for AI Systems, which is approved by the authorized body in the field of AI (the Ministry of AI and Digital Development of Kazakhstan). Lists of trusted high-risk AI Systems are compiled by industry-specific government agencies to ensure trust and promote best practices for the use of AI Systems in the relevant industry. These lists are regularly published on government agency websites in the manner determined by the authorized body (the Ministry of AI and Digital Development of Kazakhstan). Owners and/or holders of AI Systems applying for inclusion on the trusted list must conduct an audit of their AI Systems. AI System audits are conducted by qualified persons/entities in accordance with the Rules for Conducting Information System Audits and the agreement between the client and the auditor. Rules for work with Data Libraries The Law establishes requirements for the quality and transparency of the origin of Data Libraries. Data Library is a collection of structured and/or grouped data suitable for training AI Models. Information about the creator of the Data Library must be provided in machine-readable form when creating the Data Library and when sharing it, regardless of any subsequent transfer of ownership or possession. AI Models are trained using Data Libraries provided by data owners or holders for pre-defined and legitimate purposes. Functional limitations (prohibitions) The Law prohibits the implementation of functions which use subconscious, manipulative, or other methods to distort an individual's behavior and limit their ability to make informed decisions or force them to make decisions which could cause harm or create a threat of harm, classify people based on sensitive characteristics for the purpose of discrimination, determine emotions without consent, etc. Automated processing Users in relation to whom decisions are made using AI Systems have the right to be informed about the automated processing procedure and its consequences, the possibility of objecting to automated processing, as well as the procedure for protecting their rights, freedoms, and legitimate interests. National Platform Provisions have been introduced according to which the National AI Platform provides a controlled environment for the development, training, and trial operation of platform-based software products and AI Models for a limited period of time. Access to computing resources is provided by the Operator of the National AI Platform (National Information Technologies JSC) in accordance with the rules approved by the authorized body (the Ministry of AI and Digital Development of Kazakhstan). Insurance and legal liability Compensation for damage caused by AI Systems is provided in accordance with the procedure established by the Civil Code of Kazakhstan. Liability insurance for damage caused by AI Systems and risks associated with the use of AI Systems is provided in accordance with the laws of Kazakhstan. The Law enters into force 60 calendar days after its first official publication, which took place on November 18, 2025, i.e., on January 18, 2026. The Law of Kazakhstan No. 231-VIII of November 17, 2025, “On Amendments and Supplements to Certain Legislative Acts of the Republic of Kazakhstan on Artificial Intelligence and Digitalization” was adopted The Law of Kazakhstan dated November 17, 2025 No. 231-VIII "On Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on Artificial Intelligence and Digitalization" (the "Law No. 231-VIII") amends the following legislative acts: Law of Kazakhstan dated September 15, 1994 "On Operational-Investigative Activities"; Law of Kazakhstan dated December 21, 1995 "On the National Security Agencies of the Republic of Kazakhstan"; Law of Kazakhstan dated April 12, 2004 "On Regulation of Trade Activities"; Law of Kazakhstan dated July 5, 2004 "On Communications"; Law of Kazakhstan dated May 4, 2010 "On Protection of Consumer Rights"; Law of Kazakhstan dated May 21, 2013 "On Personal Data and Their Protection"; Law of Kazakhstan dated May 16, 2014 "On Permits and Notifications"; Law of Kazakhstan dated November 24, 2015 "On Informatization"; Law of Kazakhstan dated April 9, 2016 "On Post"; Law of Kazakhstan dated February 6, 2023 "On Digital Assets in the Republic of Kazakhstan"; Law of Kazakhstan dated June 19, 2024 "On Mass Media". Key changes include the following: Law of Kazakhstan dated April 12, 2004 "On Regulation of Trade Activities" Introduction of a provision that domestic trade entities when retailing goods marked with identification means in the manner established by the legislation of Kazakhstan on the regulation of trade activities are obliged to record transactions through cash register machines with the function of recording and/or transmitting data by reading identification means. Law of Kazakhstan of May 4, 2010 "On Protection of Consumer Rights" Introduction of a requirement that the seller (manufacturer, contractor) is obliged to inform the consumer about the possible risks and conditions for the safe use of goods (work, service) containing AI components (produced, performed and/or provided by AI System), by indicating the necessary information in the documentation attached to the goods (work, service), on consumer packaging, labels or in another manner approved for certain types of goods (works, services). Law of Kazakhstan dated May 21, 2013 "On Personal Data and Their Protection" The term "personal data" has been amended. In the new version, personal data ("PD") are data, including biometric data (previously - information), related to a specific or determinable subject of PD, recorded on electronic, paper and/or other tangible media; The term “Automated Processing of PD” has been introduced; Introduction of a rule that the collection and processing of PD for the purpose of causing property damage and/or moral harm, restricting the exercise of rights, freedoms and legitimate interests of the subject is not permitted; Introduction of a rule prohibiting the collection and processing of PD for the purpose of creation or expansion of databases through inappropriate extraction of PD from publicly available sources; Introduction of a rule that the use of technological means for collecting biometric data and identifying a subject in public places, as well as the use of collected biometric data and identification information may be carried out solely for the purpose of protecting the constitutional order, protecting public order, human rights and freedoms, and the health and morals of the population, except in cases where the consent of the subject has been obtained; Introduction of a provision stating that the validity period of consent to PD processing cannot exceed the period necessary to achieve the purposes of collecting and processing PD, unless otherwise provided by the laws of Kazakhstan or an agreement. If the validity period of consent to collect and process PD is not specified, it is considered valid until the processing purposes specified at the time of its provision have been achieved. Introduction of a rule that if a subject revokes consent to the collection and processing of PD, the owner and/or operator, as well as a third party are required to stop processing PD within 15 business days unless their storage or processing is required in accordance with the legislation of Kazakhstan or provide a reasoned refusal; Requirements for automated processing of PD have been transferred and adapted from the Law of Kazakhstan dated November 24, 2015, No. 418-V "On Informatization". A requirement has been introduced that the owner and/or operator, as well as a third party are obligated to consider an objection to the automated processing of PD within 3 business days of its receipt and notify the subject of the results of the objection. Law of Kazakhstan dated February 6, 2023 "On Digital Assets in the Republic of Kazakhstan" Introduction of the terms "Digital Asset Turnover" and "Digital Asset Issue." Digital Asset Turnover means the execution of civil law transactions involving a digital asset; Digital Asset Issue means an action aimed at creating a digital asset as an object of civil rights; Amendments in the "Digital Mining Data Processing Center" term. Digital Mining Data Processing Center is an information and communications infrastructure facility consisting of a hardware and software complex for digital mining, ensuring the operation of computing power, located (previously - and an industrial building located) outside the territory of a residential area, using electrical energy in accordance with the Law of Kazakhstan "On Electric Power Industry"; Amendments in the "Digital Mining Pool" term. Digital Mining Pool is a legal entity accredited in accordance with the legislation of Kazakhstan on digital assets, providing a service constituting combination of the capacities of a hardware and software complex for digital mining of digital miners, distributing digital assets among digital miners which arose (or were created) (previously - were received) as a result of their joint activities; Exclusion of the rule that in the event of the sale of digital assets obtained as a result of digital mining on the territory of Kazakhstan, these digital assets are subject to mandatory sale through digital asset exchanges licensed by the Astana International Financial Center, in an amount of at least 75 percent in accordance with the rules for submitting information on the income of digital miners and digital mining pools for tax purposes; Exclusion of the rule that prohibits digital miners from engaging in other activities not related to digital mining, as well as the acquisition of shares in the authorized capital or stocks of legal entities, the creation and participation in the activities of non-profit organizations, with the exception of membership in a self-regulatory organization and the National Chamber of Entrepreneurs of Kazakhstan; Introduction of a rule that organizing of digital assets circulation shall be carried out by digital asset exchanges; Introduction of a rule that the National Postal Operator of Kazakhstan has a right to open bank accounts in accordance with the legislation of Kazakhstan for the digital asset exchange as well as for a participant in the Astana International Financial Center which has the appropriate license to carry out activities related to digital assets; The provision that the issue and circulation of unsecured digital assets as well as the activities of digital asset exchanges related to unsecured digital assets shall be prohibited on the territory of Kazakhstan, with the exception of the territory of the Astana International Financial Center and the special regulatory regime of the National Bank of Kazakhstan, has been replaced by a provision that the organization of the circulation of digital assets without an appropriate license or permit to carry out activities related to digital assets, issued in accordance with the current law of the Astana International Financial Center or the laws of Kazakhstan shall be prohibited. Law of Kazakhstan dated June 19, 2024 "On Mass Media" Introduction of a rule stating that the distribution of mass media products created using an AI system shall be permitted only if information about these products is provided in accordance with the Law of Kazakhstan "On Artificial Intelligence." The Law No. 231-VIII shall enter into force 60 calendar days after the date of its first official publication. The Law No. 231-VIII was published on November 18, 2025, i.e. it shall enter into force on January 18, 2026. Amendments were introduced to the Rules for the Implementation of Measures for Protection of PD by the Owner and/or Operator, as well as by a Third Party Amendments to the Rules for the Implementation of Measures for Protection of PD by the Owner and/or Operator, as well as a Third Party, approved by Order No. 179/НҚ of the Minister of Digital Development, Innovation and Aerospace Industry of Kazakhstan dated June 12, 2023 were made by the Order No. 672/НҚ of the Deputy Prime Minister – Minister of AI and Digital Development of Kazakhstan dated December 22, 2025 (the “Order”). Specifically, a rule was introduced to the effect that when working with limited-access PD biometric authentication tools shall be used for a database containing more than 100,000 PD records. The Order shall come into effect 10 calendar days after the date of its first official publication. The Order was published on December 26, 2025, i.e. it shall come into effect on January 6, 2025.

What is a clinical trial? A clinical trial (“CT”) is a study involving human subjects, conducted to identify or confirm the safety and effectiveness of means, methods, and technologies for the prevention, diagnosis, and treatment of diseases. What types of CTs are there? A non-interventional CT is a study which is conducted after the state registration of a medicine or medical device (“MD”) and is prescribed as part of medical practice. An interventional trial is a study involving a human subject in which a researcher-physician assigns a specific intervention to the subjects based on an interventional CT protocol which complies with the CT procedure. Is a notification/permission required to conduct clinical trials? To conduct an interventional CT of a medicine, it is necessary to obtain a permission from the Committee for Medical and Pharmaceutical Control of the Ministry of Healthcare of the Republic of Kazakhstan. Before obtaining the permission, it is necessary to obtain a conclusion on the results of the examination of the CT materials from the National Center for Expertise of Medicines and MDs, as well as a conclusion on the results of the bioethical examination of the CT materials from the Central or Local Bioethics Commission. For non-interventional CT notification is required. For non-interventional CT, it is necessary to obtain a conclusion based on the results of a bioethical examination of the CT materials from the Central or Local Bioethics Commission. In the Republic of Kazakhstan (“RK”), the main legal acts regulating CT are: The Code of the RK dated July 7, 2020 No. 360-VI "On Public Health and the Healthcare System" Defines the legal bases for regulating and conducting CT of Medicines, MDs, and clinical laboratory tests of MDs for diagnostics outside a living organism (in vitro). Rules of Good Clinical Practice of the Eurasian Economic Union, approved by the Decision of the Council of the Eurasian Economic Commission of November 3, 2016 No. 79 Establish international ethical and scientific standards for planning and conducting studies involving human subjects, as well as for the documentation and presentation of the results of these studies. The Standard of Good Clinical Practice (GCP), approved by the Order of the acting Minister of Healthcare of the RK dated February 4, 2021, No. ҚР ДСМ-15) Establishes rules for conducting studies involving human subjects, as well as for the documentation and presentation of the results of these studies. ISO 14155:2014, Recommendation of the Board of the Eurasian Economic Commission of September 4, 2017, No. 17: CT of MDs involving human subjects. Good clinical practice. Establishes provisions for good clinical practice for the planning, conduct, documentation, and reporting of results of CT involving human subjects to evaluate the safety or performance of MDs. Rules for Сonducting СT of Medicines and MDs for In Vitro Diagnostics and Requirements for Clinical Sites and for the Provision of the Public Service "Issuance of Permission to Conduct CT and/or Testing of Pharmacological and Medicinal Products, MDs, approved by order of the Minister of Healthcare of the RK dated December 11, 2020 No. ҚР ДСМ-248/2020 Establish the procedure for conducting CTs of Medicines and MDs, clinical laboratory tests of MDs for diagnostics outside a living organism (in vitro) and requirements for clinical bases. Key regulatory bodies Ministry of Healthcare of the RK The Committee for Medical and Pharmaceutical Control of the Ministry of Healthcare of the RK Issues permission to conduct CT and/or testing of pharmacological and medicinal products, MDs; Conducts CT inspections. National Center for Expertise of Medicines and MDs Conducts an examination of CT materials and issues a conclusion on the conduct of CT. Central Commission on Bioethics Conducts a bioethical examination of CT materials and issues opinions on the conduct of interventional CT of foreign-produced medicines and MDs, as well as interventional and non-interventional CTs of Medicines and MDs conducted in two or more research centers located in the territory of the RK. Local Bioethics Commission Conducts a bioethical examination of materials of single-center interventional and non-interventional CTs, with the exception of cases of interventional CTs of Medicines and MDs produced outside the RK. What are the requirements for clinical sites? The requirements for clinical sites: availability of a license to carry out medical activities; availability of standard operating procedures for conducting CTs; availability of clinical, instrumental and laboratory equipment for conducting CTs or availability of contracts with contractors for the provision of specialized clinical, instrumental, laboratory and auxiliary services for conducting CTs (in the absence of the necessary equipment); availability of personnel with medical education and a GCP training document; availability of conditions for intensive care and resuscitation (if required by protocol); availability of a document establishing the procedure for working with confidential information. GCP and ISO14155:2014 standards set more detailed requirements for clinical sites. Are there any CT inspections in the RK? Inspections are carried out by the Committee for Medical and Pharmaceutical Control of the Ministry of Healthcare of the RK in accordance with the Rules for Conducting Pharmaceutical Inspections on Good Pharmaceutical Practices, approved by Order No. ҚР ДСМ-9 of the Minister of Healthcare of the RK dated January 27, 2021. The objectives of the inspection are the following: assessment of compliance with GCP and ISO 14155:2014 standards; confirmation of compliance of the CT with the approved CT protocol; confirmation of the reliability of the data obtained as a result of CTs; investigation of complaints (signals) received with regard to the CT, as well as upon receipt of additional information about the risk associated with conducting the CT; protection of the rights, health and well-being of the subjects of CTs. Inspection is carried out at any stage of the CT in a planned (primary) or unscheduled manner (including in connection with a threat or harm to the life or health of trial subjects). The Ministry of Healthcare of the RK, based on the inspection data, makes a decision on: termination of CT; recognize the results of the CT. What are the requirements for participation in the CT? The need to obtain informed consent:. Before inclusion in the CT, the trial subject or their legal representative shall receive the information about the planned CT, on the basis of which the trial subject or their legal representative signs the informed consent for voluntary participation in the trial. Restrictions on participation in CTs for certain categories of persons: CTs of medicines and MDs on minors, pregnant women, incapacitated individuals, students, pensioners, and those requiring assistance are conducted only to study the therapeutic effect and with the consent of a relative, guardian, or parent. Prohibition of participation in CTs for certain categories of persons: interventional CTs on military, law enforcement and special government agencies’ personnel, employees of medical organizations where biomedical research is conducted, and persons held in penal institutions are prohibited. What constitutes the result of the CT? The result of the CT is the final report on the conducted CT of medicines and MDs, regardless of whether the trial was completed or terminated early. No later than 1 year after the full completion of the CT (in case of international CTs, after the completion of the CTs in all countries), the sponsor provides brief information about the CT to the Committee for Medical and Pharmaceutical Control of the Ministry of Healthcare of the RK and the Central Bioethics Commission which issued the permission to conduct the CT. The sponsor and the investigator archive the materials (documents) of the CTs and ensure their safety for 25 years from the date of completion of the CT. As of the publication date of this alert, the draft regulations on CT are under public discussion; therefore, further amendments may be introduced.  

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