Legal support for companies in the AIFC: what you need to know
The Astana International Financial Centre (AIFC) is a special legal jurisdiction established to attract investment and support the development of international business in Kazakhstan.
A key feature of the AIFC is that companies operating within it are governed by rules and principles of English common law, adapted to the needs of the jurisdiction. At the same time, national legislation applies only in cases where a specific issue is not directly regulated by AIFC rules.
This approach makes the AIFC a unique legal environment in the region, different from the traditional regulatory frameworks used in Kazakhstan and other CIS countries. It provides companies with more flexible, transparent, and predictable regulatory mechanisms, which is particularly important for financial, investment, and technology projects.
At the same time, operating within this jurisdiction requires specialized knowledge and a clear understanding of the legal regime of the AIFC.
In this guide, the lawyers of REVERA Kazakhstan briefly outline the key features of the AIFC.
Who is it suitable for?
- Financial institutions (brokers, investment funds, etc.)
- Digital Asset Service Providers
- IT companies
- Holding structures
Key features of operating within the AIFC
1. Contracts and other legal documents
Since contractual relations between AIFC participants are governed by English common law rather than the Civil Code of the Republic of Kazakhstan, all contracts and legal documents — including shareholders’ agreements — are prepared in English and structured in accordance with common law principles. Even standard transactions require proper legal form and a clear understanding of English law nuances.
2. Internal administration and corporate reporting
Companies are required to maintain internal documentation in accordance with the AIFC Companies Regulations and AIFC Rules. This includes:
- maintaining a register of shareholders,
- keeping minutes of board and shareholders’ meetings,
- preparing and filing annual returns and annual accounts,
- complying with requirements to appoint a Company Secretary.
Non-compliance may result in penalties or restrictions on the company’s activities.
3. Взаимодействие с регистратором, регулятором (AFSA).
Регулятор МФЦА - AFSA (Astana Financial Services Authority) - контролирует деятельность всех компаний, включая нерегулируемые (non-designated activities). Компании обязаны:
- своевременно уведомлять AFSA об изменениях (в структуре, участниках, директорах),
- отвечать на запросы и проходить проверки,
- продлевать авторизации (если применимо),
- соблюдать требования AML/CTF, даже если компания не ведет финансовую деятельность.
4. Dispute resolution in the AIFC Court
The AIFC operates an independent AIFC Court based on the principles of English common law. It hears disputes arising from activities within the AIFC in English, with the participation of international judges. Even in standard corporate disputes, legal categories and procedures differ significantly from those used in local courts. Lack of experience with the AIFC Court may lead to procedural mistakes and the risk of weakening a party’s legal position.
Conclusion
Thus, it becomes clear that AIFC participants operate at the intersection of two legal regimes — the national legislation of the Republic of Kazakhstan and the AIFC legal framework, which is based on English common law principles. This creates increased requirements for legal support.
Therefore, for the proper and uninterrupted functioning of a company within the AIFC, it is advisable to have ongoing legal support that combines knowledge of local practice with a deep understanding of the AIFC regulatory framework.
| Ready to register a company in the AIFC or streamline your existing structure? Contact the REVERA Kazakhstan team: kazakhstan@revera.legal |