Branch or representative office of a foreign company in Kazakhstan: the difference, record registration and when an LLP is better

A foreign company entering Kazakhstan can choose among three forms of presence: a representative office, a branch and a subsidiary LLP. The first two do not create a new legal entity but differ in the scope of rights. The choice determines taxes, how foreigners are hired and how fast you can start.

Representative office vs branch: one word of difference

Under Article 43 of the Civil Code:

• a representative office is a separate subdivision that represents and protects the interests of the legal entity and performs transactions and other legal acts on its behalf not connected with entrepreneurial activity;
• a branch is a separate subdivision performing all or part of the legal entity's functions, including those of a representative office.

In plain terms: a representative office is an office for negotiations, marketing, partner oversight and preparing contracts that the parent company signs. A branch is a full operating unit that sells, provides services, hires staff and pays taxes in Kazakhstan.

Both act under a regulation approved by the parent company, and their heads act under a power of attorney.

Record registration

Branches and representative offices undergo record registration (not state registration) at the Government for Citizens corporation (Ministry of Justice), under Article 6-2 of the Law on state registration.

Documents (basic list for a branch of a foreign company):

1. the application in the Ministry of Justice form;
2. the regulation on the branch (representative office) in Kazakh and Russian, approved by the parent's competent body;
3. the parent company's decision to establish the branch and appoint its head;
4. a legalised extract from the commercial register or another document proving the parent is a legal entity under its own law, with a notarised translation;
5. copies of the parent's constituent documents (in certain cases);
6. a power of attorney for the head of the branch;
7. documents confirming the location (address).

Legalisation or apostille depends on the country of origin: apostille for Hague Convention states, consular legalisation for others, none for countries with the relevant treaties.

Timing. Record registration of branches and representative offices of private businesses (except joint-stock companies) is completed within one working day of filing the electronic application (Article 9). With foreign participants without an IIN — no later than the next working day. Most of the time goes into preparing and legalising documents abroad — allow 3–6 weeks.

The result is a certificate of record registration with the branch's BIN.

The head of the branch

The head needs an IIN and a digital signature to file reports and applications. A foreign head is employed like any worker:

• under a first-category work permit and a C3 visa — the usual route;
• by intra-corporate transfer from the parent company — outside the quota, without the fee, for up to 3 years.

The head of a branch does not need a C5 business immigrant visa: they do not found a legal entity.

Taxes and accounting

An operating branch creates a permanent establishment of the foreign company in Kazakhstan: it pays corporate income tax on Kazakhstan-source income plus the tax on the net income of the permanent establishment (unless a tax treaty provides otherwise), keeps accounts under Kazakhstan standards and registers for VAT above the threshold. A representative office that conducts no commercial activity generally does not create a permanent establishment but pays taxes on staff salaries.

Comparing the tax burden of a branch and a subsidiary LLP is a mandatory step before choosing — it often decides the matter.

When an LLP is better

• you need limited liability: the parent company is liable for a branch's obligations with all its assets;
• licences, procurement, local partners and investors are planned — many requirements are designed for a Kazakhstan legal entity;
• the founder is an individual: then only an LLP with business immigrant status works.

When a branch is better: a quick start of the parent's project activity, consolidated reporting, intra-corporate transfers of staff.

Visa Navigator helps foreign companies choose the form of presence in Almaty, prepare and legalise documents, complete record registration of a branch or representative office and arrange the head and staff. Registration is performed by the Ministry of Justice through the Government for Citizens corporation; we are responsible for a complete package. See the Branch opening service page.

This material is for information only and does not constitute legal advice. Rules and practice change — verify the current requirements as of the date you apply.