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Online School with a US Founder in Kazakhstan: A Case Study

Zhasmin Kenenbay, Junior Associate, REVERA Kazakhstan

The client’s request

We were approached by the founder of an online education project, a US citizen. He runs his own psychology courses for adults: live webinars with curators, a proprietary platform, no diplomas and no psychotherapy. The lecturer himself lives in New York and does not plan to travel to Kazakhstan in the near future.

The client wanted to move the business into a Kazakhstan LLP and sent us a well-thought-out structure:

  • an LLP under the special tax regime based on a simplified declaration (STR) at a rate of 3% of turnover (Almaty rate), with no VAT;
  • turnover of up to USD 5 million per year;
  • payments from Kazakhstan customers via local acquiring, and from Russian customers by Mir cards via a Russian payment service, with subsequent transfer to the LLP’s account;
  • the lecturer-founder receives a fee under a separate agreement and takes profits as dividends;
  • the sales team and curators work remotely from various countries under service agreements;
  • the director is a citizen of Kazakhstan or, possibly, of Russia or Belarus, who will manage the company remotely.

1. Tax regime: the STR is available, with caveats

The client’s calculations are broadly correct. Since 2026, under the new Tax Code (Code No. 214-VIII of 18 July 2025), the base rate of the STR based on a simplified declaration is 4%. Local councils (maslikhats) may adjust it by 50% either way, and Almaty has set a rate of 3% for 2026. The income threshold is 600,000 MCI per year, i.e. KZT 2,595,000,000 (approx. EUR 5.2 million). STR payers are not VAT payers.

Points we drew to the client’s attention:

  • The threshold is close. Expected turnover of USD 5 million is almost equal to the threshold, and the threshold is set in tenge. If the tenge weakens or sales grow, the company may exceed it mid-year and will have to switch to the general regime: 20% corporate income tax on profit and 16% VAT.
  • Expenses do not reduce the tax. The 3% tax is paid on all income. If the Russian payment agent deducts its commission before remitting funds, income is still the full amount paid by the customer.
  • Type of activity. Since 2026, the STR cannot be applied to activities on the list approved by Government Resolution No. 970 of 14 November 2025. Supplementary education is not on that list, but OKED code 85.59.9 should be checked against the current version of the list before registration.
  • Founder must be an individual. The STR is not available to legal entities in which other legal entities hold more than 25%. The client himself assumed that a C-Corp founder would rule out the STR, and that is correct. In addition, the founder must not at the same time participate in other companies applying the STR.

2. Founder and IIN: a trip to Kazakhstan is unavoidable

To register an LLP, a foreign founder needs an IIN (individual identification number). Since 24 February 2024, an IIN cannot be obtained under a power of attorney, and the pilot project for issuing IINs through Kazakhstan’s missions abroad ended on 31 December 2025. A foreigner must now appear in person at a Public Service Centre with their passport.

The client proposed registering the LLP in the name of another person, later transferring the share to the US founder, while naming him as the beneficial owner in the banks. We advised against this option:

  • the bank requires disclosure of the actual beneficial owner, who would be the US founder rather than the nominee; a mismatch between the register and the bank’s KYC form in itself leads to refusal or account blocking;
  • the nominee legally controls the share, and the founder’s protection would rest solely on a contract with the nominee;
  • re-registering the share would require going through bank checks again.

Our conclusion: the most reliable option is one short trip by the founder. An IIN is issued within a few business days, after which the LLP can be registered and bank accounts opened under a notarised power of attorney.

3. A foreign director

A citizen of Russia or Belarus may be the director of an LLP without a permit to engage foreign labour, as EAEU citizens work in Kazakhstan without one. A citizen of a third country (e.g. the US) needs a permit, obtained by the employer, and a work visa.

Remote management from a third country does not affect the LLP’s tax status in Kazakhstan: the company remains a Kazakhstan resident by virtue of its place of registration. However, there are two practical consequences:

  • The director’s salary is taxed in Kazakhstan, even if he works abroad: remuneration of the head of a resident company is treated as Kazakhstan-source income regardless of where the duties are performed. The LLP withholds income tax on it.
  • Signature and bank. The director will need an electronic digital signature (EDS) and access to online banking. Banks track where logins come from, and frequent logins from other countries raise questions.

4. How the founder can see the accounts

The client asked whether they were being overly cautious in fearing that the bank would treat the founder logging in with the director’s password as management from abroad. The concern is justified, but because of banking rules rather than taxes:

  • the EDS and online banking credentials are personal, and passing them to another person breaches the terms of service;
  • the bank may block access or the account if it suspects that the account is being operated by an unauthorised person.

The right approach is to set up a separate view-only user for the founder. This is usually based on a power of attorney or the director’s order. The scope of rights and the documents required depend on the bank and should be clarified when opening the account.

5. Payments from Russia: VAT and sanctions

Russian VAT. The client’s position is largely correct. Under the Protocol on the Procedure for Collecting Indirect Taxes (Annex No. 18 to the EAEU Treaty), the place of supply of educational services is where they are actually performed. Live webinars delivered by a lecturer from the US with the support of a team in Kazakhstan are not subject to Russian VAT. However, access to recordings and materials on the platform without the lecturer’s involvement may be classified in Russia as an electronic service. In that case, there is an obligation to pay Russian VAT (22% from 2026) through tax registration. We recommended that the client obtain an opinion from a Russian tax adviser on the model for selling recordings.

US sanctions are the main risk of the structure. JSC National Payment Card System, the operator of the Mir system, was added to the OFAC SDN list on 26 February 2024. The project’s founder is a US citizen, i.e. a “US person” under OFAC rules. The company he owns would accept payments by Mir cards via a Russian payment agent. This creates a personal sanctions risk for the founder, as well as a risk that US correspondent banks will block dividends and fees when checking the source of funds.

In addition, since 2024 many Kazakhstan banks have restricted rouble transactions with Russian counterparties due to the threat of US secondary sanctions. Opening a rouble account to receive funds from a Russian processor may prove difficult.

We told the client directly: this issue must be resolved with a US sanctions lawyer before the LLP is registered. The client himself named the ability to repatriate profits to the US as a key condition, and it is the Russian part of the revenue that puts it at risk.

6. The lecturer-founder’s fee

The client planned to sign a separate agreement with the lecturer covering only the delivery of classes. This is the right approach. Teaching services performed outside Kazakhstan are not on the list of non-resident services taxed in Kazakhstan regardless of where they are performed (Art. 679 of the Tax Code). Additional protection is provided by the Kazakhstan–US double tax treaty, subject to a certificate of residence (Form 6166).

At the same time, we highlighted three risks:

  • Constructive dividends. The new Tax Code has introduced the concept of constructive dividends. The tax authority may recharacterise payments to the founder above the market level as dividends. Therefore, substantiating the market price of the fee, the curriculum, the schedule and the recordings of sessions is not a formality.
  • Mixing of services. If consulting, management or marketing find their way into the agreement or into practice, that part will be subject to 20% withholding tax: such non-resident services are taxed in Kazakhstan even if performed abroad.
  • Currency control. Contracts with non-residents exceeding USD 50,000 require a contract registration number to be obtained from the bank.

7. Remote team and advertising

The client’s structure did not account for withholding tax on payments to remote contractors and for advertising. An LLP on the STR remains a tax agent and must withhold tax on non-residents’ income.

  • Curators provide services related to teaching. If they work outside Kazakhstan, their income is generally not taxed in Kazakhstan.
  • Sales managers and marketers. Marketing and consulting services of non-residents are subject to 20% withholding tax even if performed abroad. A double tax treaty with the contractor’s country may provide an exemption, but only if the contractor provides a certificate of residence.
  • Targeted advertising. Since 2026, advertising services performed outside Kazakhstan are also treated as Kazakhstan-source income of non-residents. Paying for advertising on foreign platforms triggers 20% withholding tax unless a treaty can be applied. In practice, obtaining a certificate of residence from a major foreign platform is difficult, so this tax should be built into the advertising budget.

Pension and social contributions generally do not arise under such agreements with non-residents working outside Kazakhstan.

8. Staff employees

The client calculated the payroll burden correctly. In 2026:

  • the following are withheld from salaries: individual income tax at 10% (15% on the excess over 8,500 MCI per year), mandatory pension contributions at 10% and mandatory medical insurance contributions at 2%; the employee is entitled to a deduction of 30 MCI per month (KZT 129,750, approx. EUR 260);
  • the employer pays employer pension contributions at 3.5%, social contributions at 5% and mandatory medical insurance deductions at 3%;
  • an LLP on the STR does not pay social tax.

The threshold of 8,500 MCI per year is KZT 36,762,500, approx. EUR 73,700.

9. Dividends

A founder who directly or indirectly holds at least 25% of the capital pays 5% on dividends up to 230,000 MCI per year (KZT 994,750,000, approx. EUR 2 million) and 15% on the excess. This follows from subpara. 6 of para. 1 of Art. 682 of the Tax Code. The client’s calculation is correct. The founder will be able to credit the tax withheld in Kazakhstan against US tax in accordance with US law.

10. Address, banks, accountant

Legal address. We supported the client’s wish to register at the address of an actual office. Mass-registration addresses increase the risk of refusal to open an account and of attention from the tax authorities. REVERA does not provide legal addresses, so the client needs its own lease agreement.

Banks. We did not recommend a specific bank without due inquiry. We suggested asking two or three banks three questions before registration: whether they serve a company with a US beneficial owner, whether they accept rouble receipts from a Russian payment agent, and whether they have working correspondent accounts for USD transfers to the US. The best way to confirm that transfers to the US go through is a test transfer after the account is opened, before main sales begin.

Accountant. With small turnover on the STR, outsourcing is sufficient. However, this structure involves withholding tax on non-residents, currency control and substantiation of payments to the founder. The accountant should therefore have experience with non-residents, not just with the simplified declaration.

Conclusion

The client’s structure is better thought through than most requests we receive: the tax regime, VAT, payroll burden and dividends are largely calculated correctly. The weak points turned out to lie not in Kazakhstan taxes but at the junction of jurisdictions: the sanctions status of the Mir system for a US founder, the in-person trip to obtain an IIN, and withholding tax on advertising and the remote team. These are the issues to resolve before registering the LLP, not after.

Sources

Euro amounts are calculated at the National Bank of Kazakhstan exchange rate as of 30.09.2026 (KZT 498.60 per EUR 1); the MCI (monthly calculation index) for 2026 is KZT 4,325 (approx. EUR 8.7).

Zhasmin Kenenbay
Lawyer
Kazakhstan
+7 (727) 357 30 46 Kazakhstan
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