President of Kazakhstan Kassym-Jomart Tokayev, in his Address to the People of Kazakhstan dated 28 October 2026, announced major institutional changes to the jurisdiction of the city of Alatau. The key innovation will be the establishment of a specialised Investment Court operating on the basis of English common law (Common Law) to hear commercial disputes.
The reform is important for companies and investors intending to operate or enter into transactions in Alatau. Below, we explain what has been announced, how the new court will differ from the existing commercial courts, and what businesses should do now.
What Was Announced in the Address: Two Courts in Alatau
As part of the strategic development of Alatau into a major hub for international investment and entrepreneurship, the Head of State stressed the critical importance of predictable and effective administration of justice.
To establish predictable legal conditions and ensure a high standard of investment protection, a dual court system will be created in Alatau:
- Specialised Investment Court: This court will operate under the English common law model and hear commercial cases exclusively. A key feature of the model is the introduction of the principle of judicial precedent, whereby decisions in earlier cases are taken into account when considering similar disputes in the future. This fundamentally distinguishes the new system from the civil law model, in which statutory codes predominate.
- Alatau Civil Court: This court will have exclusive jurisdiction over all other disputes and matters arising from the city’s special legal regime that are not commercial B2B disputes.
What This Means for Businesses and Investors
The adoption of English common law is a recognised international standard for major financial and investment centres (such as Dubai, Singapore and the Astana International Financial Centre (AIFC)). For prospective Alatau residents, it offers the following key advantages:
- Case law: Judicial decisions in individual cases will become a source of law, providing flexibility and adaptability for complex structured financial transactions.
- Familiar legal instruments: The opportunity to make full use of familiar international mechanisms (shareholders’ agreements, pre-investment agreements, representations and warranties — reps & warranties).
- Reduced risks: Greater transparency and judicial independence, directly contributing to lower country risk for major institutional investors.
Kazakhstan’s Commercial Courts and the Alatau Investment Court: A Comparison
To illustrate the procedural and substantive benefits of the new jurisdiction, we compare the principal legal mechanisms:
| Comparison criterion | Current commercial litigation in Kazakhstan | Expected model of the Alatau Investment Court |
|---|---|---|
| Primary source of law | Written law (the Civil Code and Civil Procedure Code of the Republic of Kazakhstan). | Judicial precedent (Common Law) + special Alatau legislation. |
| Interpretation of contractual terms | Literal interpretation of Civil Code provisions; a high risk of transactions being declared invalid due to strict mandatory rules. | Flexible interpretation based on the parties’ commercial intention and English legal practice. |
| Legal instruments available to businesses | Limited application of shareholders’ agreements (SHA), options and concepts such as Reps & Warranties. | Full legal effect of international contracting standards (SHA, SAFE, options, indemnities). |
| Legal predictability | Decisions in similar cases may differ; courts are not bound by the conclusions of their peers. | High. The court must follow key earlier decisions (precedents). |
| Language of proceedings | The state language (Kazakh) or Russian. | Preferably English (in line with international standards for common law courts). |
When Will the Changes Take Effect?
The announced changes will require substantial amendments to the country’s legal framework. The Government of the Republic of Kazakhstan has been formally instructed to prepare and submit the relevant amendments to the Constitutional Law of the Republic of Kazakhstan “On the Special Legal Regime of the City of Alatau” for consideration by the Kurultai by the end of January 2027.
Until the amendments are adopted and the judicial staff is actually appointed, Kazakhstan’s existing procedural framework remains in force.
What Businesses Should Do Now
- Monitor legislative developments: We recommend that clients planning expansion or investment in the region closely monitor the publication, in January 2027, of the draft amendments to the Constitutional Law of the Republic of Kazakhstan “On the Special Legal Regime of the City of Alatau” to assess the precise scope of the new court’s jurisdiction.
- Review contracts: Even when structuring current transactions in Alatau, it makes sense to provide for the possibility of choice-of-court agreements (jurisdiction clauses) referring to the future Investment Court, subject to a condition precedent (see Scenario 2).
- Distinguish between types of disputes: When planning operations, separate commercial contracts (which will fall within the jurisdiction of the future Investment Court) from administrative and civil-law relations with local authorities (within the jurisdiction of the Civil Court).
Three Practical Scenarios for Businesses
Below, we examine how the reform may affect businesses in three typical situations.
Scenario 1. How the Reform Will Affect Your Industry
Question: Which substantive and procedural law will apply to a company’s disputes depending on its industry?
What to consider:
- Financial sector, investment funds and IT: This reform offers the greatest positive impact for these sectors. After the establishment of the Alatau Investment Court under the English model, transaction structuring, venture capital fundraising, employee share option plans (ESOP), convertible loans and SAFE agreements may be made directly subject to English common law. Businesses will therefore be able to structure transactions using familiar English law mechanisms, minimising the risk of their being declared invalid under the Civil Code of the Republic of Kazakhstan.
- Manufacturing and real estate development: Companies will face a dual legal system. Corporate disputes between co-investors and/or shareholders in, for example, a factory or construction project (B2B) will be protected by English precedent-based law in the Investment Court. However, regulatory, land, construction and environmental relations with government bodies, as well as disputes with contractors, will remain within the jurisdiction of the Civil Court and will be governed by mandatory national legislation of the Republic of Kazakhstan.
What we recommend:
Keep the legal frameworks governing projects separate. Subject the corporate structure, governance and agreements between investors (shareholders’ agreements) to Alatau’s English law framework, while conducting on-the-ground operations (construction contracts, leases, licensing and supplies) under the general laws of the Republic of Kazakhstan, in strict compliance with national legislation.
Scenario 2. What to Do with Existing and New Contracts
Question: Should existing contracts be amended now, and how should new contracts be drafted in light of the future court?
What to consider:
Until the amendments to the Constitutional Law officially enter into force (expected after January 2027), all current contracts remain subject to Kazakhstan’s general judicial and arbitration framework. Since the new court will begin operating only after the relevant bill has passed through the Kurultai, including an express jurisdiction clause referring disputes to the future Alatau Investment Court in contracts signed today carries the risk that courts of general jurisdiction may find the clause invalid because the court does not yet exist.
What we recommend:
- For new contracts: Include a condition precedent. Example wording: “The Parties agree that if any commercial dispute arises under this Agreement after the Investment Court of the City of Alatau has actually commenced operations, that dispute shall be resolved exclusively by that Court under the English common law model.”
- For existing contracts: Conduct a legal audit of your contract portfolio and plan to execute supplemental agreements changing jurisdiction (the arbitration/court jurisdiction clause in contracts to the new jurisdiction) after the amendments to the Constitutional Law are adopted, tentatively in the first quarter of 2027 (following the Kurultai).
Scenario 3. Is Alatau Resident Status Required to Access the Court?
Question: Will access to the Investment Court depend on holding Alatau resident status?
What to consider:
According to the President’s statement, Alatau’s special legal regime will undergo comprehensive reform. The main risk is a potential restriction on the categories of persons entitled to bring cases before the Investment Court. Based on the practice of comparable jurisdictions (the AIFC in Astana and the Dubai International Financial Centre — DIFC), lawmakers may, with some degree of probability, restrict access to the precedent-based Investment Court. Accordingly, it is possible that standing will be granted either to companies registered in Alatau (by analogy with the AIFC, where a connection with the Centre’s participants is required) or to parties where at least one participant is an official resident of the zone.
What we recommend:
Obtaining resident status in the Alatau special zone is becoming more than just a tax-optimisation tool: it may become a necessary condition for protecting assets under English law. We recommend beginning a review of your corporate structure and preparing compliance documents for relocation or the establishment of subsidiaries in Alatau in advance, to ensure that you have the appropriate legal standing (the right to bring proceedings — Locus Standi) when the new judicial system launches in 2027.
Planning Investments or Transactions in Alatau?
The parameters of the new court will be defined by law, but preparations can begin now. REVERA’s experts can help assess how the reform will affect your contracts and corporate structure, select safe wording for jurisdiction clauses before the court begins operating, and provide comprehensive support in adapting your corporate structure to Alatau’s new regulatory environment.
This material is based on the Address of the President of the Republic of Kazakhstan dated 28 October 2026. The parameters of the Investment Court will be established by law. This material is for informational purposes only and does not constitute legal advice.
