Part I. The Astana International Financial Centre: Legal Framework, Governance, And Registration

This article explores the Astana International Financial Centre, a strategic initiative by Kazakhstan to diversify its economy and integrate into the global financial system. Established amidst the 2014-2016 oil price shock, the AIFC offers a unique common-law legal framework, independent dispute resolution mechanisms, and a range of tax and migration incentives to attract international businesses. The contribution provides an overview of AIFC's governance structure, registration processes, licensing requirements, and its financial and operational benefits. The AIFC's role as a competitive regional financial hub is critically examined within the context of Kazakhstan's economic transformation.

I. Introduction

The global price shock of oil has had a direct impact on Kazakhstan. The role of oil as a foundational global commodity was increasingly called into question. From 2014-16, a growing supply glut gave a start to such a sharp decline ¹. Between mid‑2014 and early 2016, Brent crude, having experiencing a near systematic market collapse, fell from over $100 to below $30 per barrel - almost 75% drop, the biggest one since 1986 ². As a result, the Kazakhstan's oil revenues dropped by more than 70% in USD terms from 2013 to 2016, ³ while export earnings fell nearly in half by late 2015, triggering twin fiscal and current-account deficits ⁴. Since the economy of Kazakhstan is interlocked with the oil market wellbeing, the aftershock affect wasn't long in coming. The real GDP growth of the country slowed sharply-to about 2% in 2015, down from about 6% in 2013-all as demand faltered, exports declined, and confidence waned ⁵.

Having being thrusted to such limits, Kazakhstan, as a reactionary response to cheaper oil prices, pushed itself toward economic and political reforms ⁶. The "100 Concrete Steps", outlined crucial workstream for the country to work at. The plan was to form a professional state apparatus, ensure the rule of law, initiate industrialization and economic growth, bolster identity and unity and just generally turn the country into transparent and accountable state ⁷. That plan also included the idea of an economic hub, an instrument for appeasement of foreign investors. The hub is known as the Astana International Financial Center (the "AIFC" or the "Hub").

AIFC is a special financial zone in Astana, Kazakhstan, established to serve as a regional hub for finance and investment. It officially launched operations on 5 July 2018, marking Kazakhstan's bid to create an international financial centre with its own legal regime ⁸. The AIFC's creation is a cornerstone of Kazakhstan's strategy to modernize its economy and attract foreign investment - a "hugely important step" to make the country more competitive regionally and globally. It is broadly recognized as the leading financial hub for Central Asia and parts of Eastern Europe ⁹. Strategically, the AIFC is positioned at the crossroads of Europe and Asia and is integrated with major initiatives like China's Belt and Road Initiative, enhancing financial connectivity across Central Asia, China, Russia, and the Middle East ¹⁰.

To lay the AIFC legal foundation, the Constitutional Statute "On the Astana International Financial Centre" (sometimes called a Constitutional Law) was adopted on 7 December 2015 ¹¹. This special law provides the framework for the AIFC's operation and status. Uniquely, in March 2017 Kazakhstan amended its Constitution to expressly allow a special legal regime for an international financial center in Astana. This constitutional amendment was crucial given Kazakhstan's unitary structure – ordinarily, only one uniform legal system can operate nationally. The presidential Decree No. 24 (2015) formally set the precise territory of the AIFC within Astana and outlined initial steps to create its bodies, and Presidential Decree No. 141 in 2017 approved the AIFC's Development Strategy and organizational structure ^{8 12}. The Constitutional Statute itself was enacted as Law No. 438-V by Kazakhstan's Parliament and signed by the President, giving it the highest legal force short of the Constitution ¹³. Pursuant to these instruments, the AIFC is defined as "an area within the city of Astana with precisely indicated borders, in which a special legal regime operates in the financial sphere".12 Within this zone, AIFC law prevails for civil and commercial matters, independent of the ordinary Kazakh courts. However, given an intricate structure and novelty of AIFC institute, there is a limited number of papers that have comprised all in one. That is what this paper is summoned for.

II. Governance Structure and Legal Framework of the AIFC

The AIFC is structured with several key institutions that together form its governance, regulatory, and business ecosystem. These include high-level strategic bodies, a financial regulator, a stock exchange, courts/arbitration facilities, and support platforms for innovation and human capital. The AIFC Constitutional Statute enumerates the core AIFC bodies as follows: the Management Council, the AIFC Authority, the Astana Financial Services Authority (the "AFSA"), the AIFC Court, and the IAC. In practice, the AIFC has also established an Exchange (the "AIX"), a Tech Hub, and an Academy, among other components.

One of the most distinctive features of the AIFC is its legal system, which is based on English common law principles. The AIFC's Acting Law is defined by the Constitutional Statute to consist of:

1. the Constitutional Statute itself;
2. AIFC Acts adopted by the Centre's bodies, which may be based on the principles, legislation and precedents of England and Wales and the standards of leading global financial centers; and
3. residual application of the laws of Kazakhstan to matters not governed by the first two sources.

In practice, this enables the AIFC to establish its own commercial regulations and court procedures, drawing extensively from English common law and internationally recognized standards. This legal foundation helps create a more predictable and investor-friendly environment. The Constitutional Statute clearly permits AIFC Acts to be based on English law principles and the frameworks used in leading global financial hubs. As a result, English is the official language of the AIFC for legislation, court proceedings, and business documentation. Key AIFC Acts – such as corporate law, contract law, financial regulations – were drafted in English and often mirror common-law analogues, creating a body of AIFC law separate from (and not subject to) Kazakhstan's civil law system, except where gaps require fallback to national law.

III. Independent Dispute Resolution: The AIFC Court and IAC

A cornerstone of the AIFC's attractiveness to investors is its independent dispute resolution system, built on common law principles and international best practices. This framework operates entirely separately from Kazakhstan's civil law courts and consists of two institutions: the AIFC Court and the IAC.

The AIFC Court is a standalone judicial body that is explicitly independent from Kazakhstan's state judiciary. The court applies common law and follows procedures in English. It consists of a Court of First Instance and a Court of Appeal. Its jurisdiction includes civil and commercial disputes involving AIFC participants, cases between participants and AIFC bodies, as well as any matters arising under AIFC law. Criminal and administrative cases are excluded (those remain with Kazakhstan's state courts) ¹⁴. It may also hear cases by agreement of the parties, even in the absence of any connection to the AIFC, offering an "opt-in" mechanism that makes the Court accessible to any businesses seeking a trusted common law forum. Judgments of the AIFC Court are final and binding (provided that they were appealed in AIFC Court of appeal) ¹⁵, with no appeal to Kazakhstan's higher courts, and are enforced within Kazakhstan under the same rules as domestic judgments.

Complementing the Court, the IAC was created under Article 14 of the same statute and became operational in 2018. The IAC provides arbitration and mediation services based on its own rules, also conducted in English unless otherwise agreed. It is chaired by Thomas Krümmel and supported by a panel of leading international arbitrators. The IAC serves both AIFC and non-AIFC parties, and its awards are enforceable in over 170 countries through Kazakhstan's membership in the New York Convention. Within Kazakhstan, IAC awards are treated the same as domestic arbitral awards.

IV. Company Types, Registration, and Operational Requirements in the AIFC

The AIFC provides for comfortable business environment. Companies and investors establishing a presence in the AIFC can choose from several common-law style business forms provided under AIFC Acts. These include Private Companies (analogous to private limited companies), Public Companies (suitable for listing on the AIX), General Partnerships, Limited Partnerships, and Special Purpose Companies (SPCs) for holding assets or structured finance ¹⁶. There are also structures for investment funds (collective investment schemes), trusts, and foundations under AIFC law. А foreign company or partnership can also be registered as a Recognized Company or Recognized Partnership in the AIFC, enabling it to operate within the Centre without reincorporation ^{17 18}. This is essentially a branch registration mechanism.

All AIFC entities must have a registered office within the AIFC's territory (Astana) and are entered into the AIFC's own companies' registry maintained by AFSA. The AIFC's Companies Regulations and related rules are based on English company law and Delaware corporate principles, providing familiar concepts like separate legal personality, limited liability, and corporate governance norms.

1. Pre-requisites

To register a company at the AIFC, it first must have a registered office within the territory of the AIFC in a specifically designated area in Astana city ¹⁹. A copy of the lease agreement for an office located within the specially designated AIFC territory must be provided. At least one company director must be appointed. A director must be a legally capable individual over 18 years old. A Private Company requires one director ²⁰, whereas a Public Company must have at least two ²¹. A Public Company must also appoint a company secretary responsible for administrative functions (e.g. organizing meetings, maintaining minutes, etc.). A secretary is not mandatory for a Private Company – in its absence, the director or an authorized person may perform these duties. Additionally, the first Chief Executive Officer (the "CEO") of the company must be designated during registration. In addition to fulfilling governance and location requirements, the company must also prepare and submit a full set of constitutional documents in compliance with AIFC regulations.

The regulation states, that constitutional documents must be prepared in English. The core document is the Articles of Association, which outline the name and form of the company, business objectives, capital size and structure, governance procedures, and more. For partnerships, a Partnership Agreement is executed between participants instead of the Articles, defining internal arrangements and business procedures. Constitutional documents must comply with the AIFC Companies Regulations and Rules. The AIFC provides standard templates for articles which can be used or adapted. The document package includes the incorporation application, details of founders and directors (passport copies, addresses), proof of registered address (lease agreement) and articles of association (depending on a company type).

The minimum capital requirements depend on the company type. For Private Companies, there is no minimum capital requirement – a company may be registered with just USD 1. Public Companies must have at least USD 100,000 in charter capital, and evidence of this sum on the founder's or company's account must be provided during registration. For partnerships, funds, SPVs, and other special forms, there are no set capital requirements. It is important to note that, although capital contribution is not required before registering a Private Company, certain financial licenses may impose separate minimum capital requirements.

2. Registration
Company registration is carried out online via the AFSA self-service portal. It can be accessed remotely, including by foreign applicants – an electronic digital signature (in Russian - "Электронная цифровая подпись") is required for signing documents. The applicant selects the company type, verifies name availability, uploads all required information and documents, and completes the electronic application form. After paying the registration fee, the application is submitted for review by the AIFC Registrar of Companies. The "Digital Resident" portal allows status tracking and legally significant electronic communication. If the company is intended to be listed on AIX, additional exchange requirements must be met (e.g. registration of a prospectus and compliance with AIX rules). However, legal entity registration is always carried out through AFSA, even for AIX-related entities. AFSA checks the document package for compliance with AIFC legal framework (correct form completion, allowable business activity, naming rules, etc.). Clarifications or additional data may be requested sometime during the process. If everything is in order, a registration decision is issued. Upon approval, a Certificate of Incorporation is issued – the official confirmation of company registration at the AIFC. The certificate includes the entity's name, registration number, registration date, and legal form. From this point, the company is considered established and acquires Participant of AIFC status, entitling it to conduct activities under AIFC jurisdiction. The are no standard incorporation timeline for companies is around 2 weeks from submission of a complete application package. In practice, most registrations (excluding those requiring licensing) are completed within 5–7 days.

Registration fee is different depending on the type of the company being incorporated. The rates are as follows²²:

It also must be noted that a company or a partnership seeking to transfer its incorporation to or from the AIFC must pay to the Registrar of Companies an application fee in the amount of 3 000 USD ²³.

In addition to the state fee, applicants incur costs for:

• Registered address lease – since an office within the AIFC is required, an office lease is usually necessary. Costs depend on provider rates in Astana (virtual office or co-working options exist within the AIFC).
• Registration agent/consultant services (if needed) – many firms engage legal advisors for document preparation, application submission, translation into English, and regulator communication. These are paid separately.
• Notarized translation and legalization – founders' documents, powers of attorney, etc. may need to be translated into English and notarized.
• Banking services – after registration, a bank account may need to be opened in Astana (typically with a Kazakh bank or an AIFC Participant Bank), which may include fees.

Footnotes

1 Stocker, M., Baffes, J. and Vorisek, D. (2018) What triggered the oil price plunge of 2014-2016 and why it failed to deliver an economic impetus in eight charts, World Bank Blogs. Available at: https://blogs.worldbank.org/en/developmenttalk/what-triggered-oil-price-plunge-2014-2016-and-why-it-failed-deliver-economic-impetus-eight-charts, accessed on: 17.9.2025.

2 Marc Stocker, John Baffes (2018) Oil exporters after the 2014-16 price collapse: In need of deeper reforms, World Bank Blogs. Available at: https://blogs.worldbank.org/en/developmenttalk/oil-exporters-after-2014-16-price-collapse-need-deeper-reforms, accessed on: 17.9.2025.

3 International Monetary Fund. Middle East and Central Asia Dept. (2017) Republic of kazakhstan: Selected issues (Kazakhstan—Oil Rules and Anchoring Fiscal Policy), IMF eLibrary. Available at: https://www.elibrary.imf.org/view/journals/002/2017/109/article-A001-en.xml?rskey=odDQ42, accessed on: 17.9.2025.

4 World Bank Group (2015) Kazakhstan: Adjusting to low oil prices, challenging times ahead, World Bank. Available at: https://www.worldbank.org/en/country/kazakhstan/publication/economic-update-fall-2015, accessed on: 20.9.2025.

5 International Monetary Fund. Middle East and Central Asia Dept. (2015) Republic of kazakhstan: 2015 Article IV Consultation-Press Release; staff report for the Republic of Kazakhstan, IMF. Available at: https://www.imf.org/en/Publications/CR/Issues/2016/12/31/Republic-of-Kazakhstan-2015-Article-IV-Consultation-Press-Release-Staff-Report-for-the-43232, accessed on: 17.9.2025.

6 Kim, A. (2016) Cheaper oil price pushes Kazakhstan toward limited economic and political reforms, Jamestown. Available at: https://jamestown.org/program/cheaper-oil-price-pushes-kazakhstan-toward-limited-economic-and-political-reforms/, accessed on: 8.9.2025.

7 Ministry of Finance of Republic of Kazakhstan (no date) About implementation of five reforms '100 steps': State Revenue Committee Ministry of Finance of the Republic of Kazakhstan, Қазақстан РеспубликасыҚаржы министрлігінің Мемлекеттік кірістер комитеті. Available at: https://kgd.gov.kz/en/section/o-realizacii-pyati-reform-100-shagov, accessed on: 18.9.2025.

8 Арина Горбунова (2018) Президент Назарбаев дал старт работе МФЦА, Forbes.kz. Available at: https://forbes.kz/articles/prezident_nazarbaev_dal_start_rabote_mftsa, accessed on 29 October 2025.

9 Astana International Financial Center (2025) Astana International Financial Centre, AIFC: main website. Available at: https://aifc.kz/, accessed on 25.10.2025.

10 Curtis, Simon; Klaus, Ian (2024). The Belt and Road City: Geopolitics, Urbanization, and China's Search for a New International Order. New Haven and London.

11 Voropaev, K. (2018) Astana International Financial Centre's (AIFC) court: What is its position within the Judicial System of Kazakhstan?, CIS Arbitration Forum – Online Journal about Dispute Resolution involving Russian and CIS PArties. Available at: https://cisarbitration.com/2018/12/05/astana-international-financial-centres-aifc-court-what-is-its-position-within-the-judicial-system-of-kazakhstan/, accessed on: 17.9.2025.

12 Decree of the president of the Republic of Kazakhstan no. 160 (2025), AIFC. Available at: https://aifc.kz/legal-framework/decree-of-the-president-of-the-republic-of-kazakhstan-no-160/decree-of-the-president-of-the-republic-of-kazakhstan-no-160-full-text/, accessed on: 17.9.2025.

13 Bakenova, A. (2022) AIFC Court as your dispute resolution forum: What you need to know, – Publications. Available at: https://www.morganlewis.com/pubs/2022/01/aifc-court-as-your-dispute-resolution-forum-what-you-need-to-know, accessed on: 17.9.2025.

14 Article 13(4) of Constitutional Statute of The Republic of Kazakhstan on The Astana International Financial Centre explicitly provides that "The AIFC Court... does not have jurisdiction in criminal and administrative proceedings".

15 Article 13(7) of Constitutional Statute of The Republic of Kazakhstan on The Astana International Financial Centre constitutes that decisions of AIFC Court of Appeal are final and not subject to appeal.

16 AIFC (2025) Consider before opening business, AFSA. Available at: https://afsa.aifc.kz/registration/consider-before-opening-business/, accessed on: 17.9.2025.

17 AIFC (2025a) Recognised company, AFSA. Available at: https://afsa.aifc.kz/registration/types-of-participants/recognised-company/, accessed on: 17.9.2025.

18 AIFC (2025b) Recognised Limited Liability Partnership, AFSA. Available at: https://afsa.aifc.kz/registration/types-of-participants/recognised-limited-liability-partnership/, accessed on: 17.9.2025.

19 Об определении границ территории Международного финансового центра 'Астана' (2023) Об определении границ территории Международного финансового центра 'Астана' - ИПС 'Әділет'. Available at: https://adilet.zan.kz/rus/docs/U1500000161, accessed on: 10.9.2025.

20 Private company (2025) AFSA. Available at: https://afsa.aifc.kz/registration/types-of-participants/private-company/, accessed on: 28.9.2025.

21 Public company (2025) AFSA. Available at: https://afsa.aifc.kz/registration/types-of-participants/public-company/, accessed on: 28.9.2025.

22 Schedule 5(5.1) of AIFC fees rules – Fees Payable to The Registrar of Companies.

23 Schedule 5(5.2) of AIFC fees rules – Fees Payable to The Registrar of Companies.

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