Changing the director or a participant of an LLP with foreign ownership in Kazakhstan: re-registration or notification, non-resident documents, work permit

Replacing the director of an LLP (TOO) in Kazakhstan is a notification, not a re-registration. The notice is filed on egov.kz with an electronic digital signature (EDS), and the registering authority enters the new head into the register within three working days. A change of participant (a share sale, an exit, a new founder coming in) requires re-registration of the LLP. For private businesses this is completed within one working day of filing. If the director or the new participant is a foreigner, immigration paperwork comes on top of the corporate documents: a work permit, a visa, an IIN and an EDS.

Re-registration or notification: which applies

Law No. 2198 splits changes into two groups.

Amendments to constituent documents that do not require re-registration must be reported to the registering authority within one month of the decision. If the LLP uses the model charter, many changes do not touch the charter text at all.

Changing the director: step by step

1. Decision. The general meeting of participants (or the sole participant) removes the previous director and appoints a new one, following the procedure in the charter.
2. Employment contract. The new director signs an employment contract. If he or she is a foreigner, this happens only after a permit is obtained, or after confirming that no permit is needed (see below).
3. Notification on egov.kz. An electronic notice of the change of head is filed and signed with an EDS. The details are entered in the register automatically within three working days, unless there are grounds for refusal (an attachment, a court ban, certain debts).
4. The new director's EDS. Once the details are entered, the new head receives an EDS for a legal-entity employee with the first-head role. The previous director's signature is revoked.
5. Bank and counterparties. Update the signature card and online banking access, inform counterparties, and review powers of attorney issued by the former director.

Changing a participant: step by step

1. Check the charter and the pre-emptive right. Under the LLP Law, the other participants usually have a pre-emptive right to buy a share being sold, unless the charter says otherwise. A waiver is best given in writing.
2. Share transfer agreement. A sale, gift or exchange of the share. If a party to the agreement is an individual, it must be notarised. This does not apply where the register of participants is kept by a securities market professional.
3. General meeting decision on re-registration and on the charter amendments (or switching to the model charter).
4. Filing on egov.kz or at a Public Service Centre (CON): the application, the decision, the amendments to the constituent document, the share transfer agreement and proof of payment of the fee, if one is charged.
5. Re-registration certificate. For private businesses it is issued within one working day of filing.

Since 1 April 2026, under Ministry of Justice Order No. 687 of 21 November 2025, the registering authority may require the founder to attend in person in cases set by its internal control rules, which follow anti-money-laundering requirements. The notice arrives in the egov account. A foreign participant should plan a trip or a power of attorney in advance.

Documents from a foreign participant

A foreign individual:

• passport with a notarised translation into Kazakh or Russian;
• an IIN, without which you cannot get an EDS or sign documents electronically;
• proof of status. The Law on Migration (Article 40) links a foreigner's founding of, or participation in, a commercial organisation while in Kazakhstan to business immigrant status or a residence permit. Details in how a foreigner registers an LLP.

A foreign legal entity:

• a current extract from the trade register of its home country;
• a decision of its authorised body to acquire the share and appoint a representative;
• a power of attorney for the representative;
• all with an apostille or consular legalisation and a notarised translation. See apostille and translation of documents.

Names must be transliterated identically across all documents: the translation, the IIN/BIN, the agreement and the decision. A single-letter mismatch is a common reason for refusal.

A foreign director: work permit and visa

An LLP director is an employee under an employment contract. As a general rule, a foreign director therefore needs:

• a foreign labour permit (heads of companies fall into the first category; the permit is issued for 1, 2 or 3 years and can be extended);
• a C3 work visa or another status that allows the stay, plus an arrival notification.

The permit procedure and timeline are covered in the C3 work visa and work permit.

The exception. Government Resolution No. 1041 of 24 November 2023 (as amended by Resolution No. 635 of 18 August 2025, in force since 31 August 2025) exempts from the permit requirement foreigners working as the first head or the deputy head of a Kazakhstan legal entity with 100% foreign ownership of its charter capital, one person per post at most. If a Kazakhstan participant holds even a small share in the LLP, the exception does not apply. Even when exempt, the director still needs a lawful basis for the stay: a visa of the appropriate category or a residence permit.

EAEU citizens can work as directors without a permit, but they obtain a temporary residence permit based on the employment contract.

Timeline and costs

• New director: 3 working days for the entry, plus issuing the EDS.
• New participant: 1 working day for re-registration once the full set is filed. Preparing non-resident documents (apostille, translation) usually takes one to several weeks.
• Permit for a foreign director: with the mandatory 15-day vacancy posting on enbek.kz before filing, allow about 1.5 to 2.5 months before the director can start.

The re-registration state fee and other charges are set by the Tax Code and depend on the type of entity, so check them at the time of filing. The labour permit fee is calculated in MCI (the 2026 MCI is 4,325 tenge).

Checklist after the change

• The registration or re-registration certificate and a register extract with the new details are saved.
• The new director has a legal-entity EDS, and the former director's signature is revoked.
• The bank has received the decision and updated the signature card.
• The tax authority shows the current head and participants in the taxpayer account.
• Beneficial owner details are updated if the owner changed.
• If the director is a foreigner: a permit or confirmation of the exemption, a visa, an arrival notification, and the employment contract registered in the unified employment contract system (ESUTD).
• A new foreign participant has an IIN and an EDS if they will sign decisions electronically.

Common mistakes

• A new foreign director starts work before the permit is issued. This is a violation by both the company and the employee; see employer fines.
• A share sale agreement without a notary when one party is an individual.
• Missing the one-month deadline to report changes to constituent documents.
• Not revoking the former director's EDS, so he or she keeps access to reporting and the bank.
• Relying on the "100% foreign ownership" exception when the LLP has a Kazakhstan participant or already has one exempt head.

How Visa Navigator can help

We prepare decisions, share transfer agreements and powers of attorney for foreign participants, arrange apostille and translation, and file notifications and re-registration applications via egov. For a foreign director we also handle the work permit and the C3 visa. Decisions are made by the registering authority and the local executive body. More on the company registration and work permit service pages.

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.