Before registering an LLP, determine who its founders will be. With one participant, formation is documented by that participant’s sole decision, and no foundation agreement is drawn up. With several founders, a foundation agreement is generally required. The charter is a separate choice: the law permits operation under an official model charter.
This guide helps prepare corporate decisions before submitting an application in Kazakhstan. It does not replace the complete registration package. Additional requirements for foreign founders, licensed activities and special cases, including a participant register maintained by the central securities depository, are outside its scope.
The rules were checked on 12 September 2026. Legal requirements are distinguished below from recommended document checks. The main task is to avoid confusing the formation decision, foundation agreement and charter.
1. First check who is establishing the LLP
For a sole participant, Article 16 of the LLP Law provides for a decision taken individually. There is no foundation agreement in this case. If an individual charter is used, it is approved by the person establishing the partnership.
There is a restriction: an LLP cannot have another business partnership consisting of one person as its sole participant. This Article 10 rule must not be replaced with a claim that any company may establish an LLP alone. If the founder is a legal entity, check its legal form and participant structure in advance.
Source: LLP Law, Articles 10 and 16.
2. Distinguish the three documents
| Document or decision | Purpose | What not to confuse |
|---|---|---|
| Sole participant’s decision | Documents establishment of an LLP by one person | It is not a foundation agreement between several persons |
| Foundation agreement | Records the founders’ arrangements for establishing the partnership | It does not replace the charter or become unnecessary merely because it is not submitted at registration |
| Individual or model charter | Defines the partnership’s legal status and operating rules | Choosing a model charter does not remove other applicable formation requirements |
For an ordinary LLP with several founders, Article 14 provides for a foundation agreement. Its terms include the formation decision, founder details, formation arrangements, capital amount, composition and timing of contributions, shares, charter approval and distribution of net income. This is a preparation guide, not a complete agreement: check the full Article 14 list against your circumstances.
Article 17 specifies charter contents and allows LLPs classified as small, medium or large enterprises to operate under a model charter whose contents are determined by the Ministry of Justice. Do not treat any downloaded template as the official model charter. If bespoke rules are needed, first assess whether they are lawful and compatible with the chosen charter option.
Source: LLP Law, Articles 14 and 17.
3. Check signatures and notarisation
Under Article 15, the foundation agreement is made in writing and signed by all founders or their authorised representatives. Representatives must have authority to establish the partnership and sign the agreement. A person who refuses to sign cannot be listed as a founder; signing with reservations is not permitted.
The foundation agreement requires notarisation, except for an agreement of an LLP classified as a small or medium enterprise. Both “a notary is always required” and “no LLP needs a notary” are therefore incorrect. The exception concerns the foundation agreement specifically and does not waive every other document-certification requirement.
Where there are several founders and an individual charter is prepared, Article 17 requires unanimous approval by the general meeting of founders and signatures of all founders or authorised representatives. Article 16 applies to a sole participant.
Source: LLP Law, Articles 15–17.
4. “Not submitted at registration” does not mean “need not be prepared”
Article 14 expressly states that the foundation agreement need not be submitted to the Government for Citizens State Corporation for state registration. The Law on State Registration also provides that constituent documents of commercial organisations are not submitted, except those of joint-stock companies and state enterprises.
These are rules on submitting documents to the registration authority, not a removal of corporate requirements. Do not leave arrangements on shares, contributions and management solely in correspondence, assuming the registration form replaces them. Keep prepared and signed documents in the company’s corporate records.
Sources: LLP Law, Article 14 and Law on State Registration of Legal Entities, Article 6.
Five checks before submitting an application
This is a recommended working checklist, not a complete mandatory registration package:
- Agree who the founders are and check restrictions where the sole participant is a legal entity.
- Cross-check the name, address, founder details, capital and shares across all prepared documents.
- Choose the charter option and document the applicable formation and management decisions.
- Check who signs, whether their authority is sufficient and whether notarisation is required.
- Separately verify the current application form, submission method and additional requirements for the particular founders.
Example: two people agree to establish an LLP with equal shares and use a model charter. That choice alone does not remove applicable foundation-agreement requirements. Before applying, they need to agree not only on “50/50”, but also on contributions, their payment deadlines, formation arrangements and the agreement’s other terms. The model charter does not replace these arrangements.
Preparation costs cannot be reduced to one universal amount: notarial acts, translation and legal work depend on the founders and documents. Registration time is also not the same as the time needed to prepare decisions. This guide does not set state-service fees or processing times.
Next step
To prepare to establish a company, open LLP registration. Before discussing the case, collect details of the founders, proposed shares and contributions, address, manager and chosen charter option. These are starting points for discussion, not a final document list.
If the company already exists and its current corporate documents need review, see Business support. Changes in participants and subsequent registration actions require separate assessment: this guide concerns preparation for initial formation.