Authorized capital of the LLP in Kazakhstan: What is important to consider?

The authorized capital demonstrates the minimum amount that the company has to start operations, as well as a guarantee of fulfillment of obligations to creditors, counterparties and government agencies. The higher the authorized capital (AC), the more trust partners and banks have, especially if the company plans to attract financing, or if the company's business model involves taking advantage of accounts payable. After all, in order for your supplier to approve the delivery of goods with a deferred paymenthe must be confident of your company's ability, and your personal ability, to fulfill payment obligations on time.

If the participant is not ready to invest in the business, but only to comply with the minimum conditions established by law that allow him to "buy papers from the registering authority", that is, simply create a legal entity, this indirectly demonstrates his own attitude to his business: "I am the smartest and most cunning, in which case, I will wash my hands quickly, and no one will show me, because the capital is 0 tenge." Of course, with this approach, serious counterparties will not be able to take risks for the entrepreneur, more than those that he takes in his own business. At the same time, you should always start small, and not dive into the deep end.

In this article you will find systematic recommendations and legal explanations, as well as supporting tables and plates with important information.

According to paragraph 3 of the regulatory resolution of the Supreme Court of the Republic of Kazakhstan dated July 10, 2008, which establishes the main provisions for the application of the legislation on limited and additional liability partnerships, the share of a participant in the authorized capital of a limited liability partnership (LLP) reflects the set of rights and obligations that the owner of this share is endowed with within the framework of the activities of a legal entity.
 
 The purpose of establishing such a share is:

• formation of a material basis for the implementation of entrepreneurial activities of the LLP;
• ensuring the ability of the LLP to fulfill its obligations to creditors;
• granting the owner of the share the right to receive the relevant part of the profit of the organization
• granting the participant the right to participate in the management of the LLP;
• the possibility of using a share as a means of settlement when interacting with business partners (for example, through its sale, pledge, trust management and other forms);
• ensuring the right of the owner to receive a share in the remaining property of the LLP after repayment of all obligations upon liquidation of the organization, or, with the consent of all participants, the right to receive a part of the property in kind.

Authorized capital as the first tank of fuel
By law, the authorized capital is the amount of contributions of the founders, which helps the company to start its activities. It serves as a guarantee that you have the means to pay your bills, purchase equipment and not “hang” at the start.
 
 When you're just starting out, equity is your starting pillow. It pays for:
 

• Renting or purchasing of premises.
• Purchase of machinery and equipment.
• Purchase of materials
• First advertising expenses.
• Other start-up costs.

 If you have nothing, it's like trying to start the engine without gasoline — like everything is ready, and does not start.
 
 The authorized capital is not only money, but also votes
 When you contribute money to the authorized capital, you do not just perform a legal formality and fill the first can of gasoline — you also become a participant and get the right to vote in the management of the company. This is not a family life where all investments and votes are distributed, in the end, equally. Although, this is the upper class to turn the business into a kind of strong family.
 By default, each participant receives votes in proportion to their share (Article 42 of the Law of the Republic of Kazakhstan "On Limited and Additional Liability Partnerships"). That is, if you invested 50%, you get 50% of the votes. It's like in a democracy: whoever has invested more has more influence.
 
 But! If you want the distribution to be different — for example, one participant votes more than his share — you can enshrine this in the constituent documents. The main thing is to agree in advance on such a democracy and fix it in the charter, and possibly additionally in the founding agreement.
 
 It is possible to sell or pledge a share only in the part in which the contribution has already been paid. That is, if you have contributed 50%, you can only sell 50%. A member may assign, sell or transfer his or her interest to one or more members. The consent of other participants or the LLP is not required, unless other conditions are established in the constituent documents. The share transfer agreement is subject to notarization if one of the parties is an individual. It's like a contract for the sale of an apartment — you can't do without a notary.
 
 The Participant of the LLP may sell or pledge the share to third parties, if the constituent documents do not establish restrictions. 
 
 Restrictions do not apply to cases of sale of shares owned by the state or state-owned companies, if the sale takes place at auction and complies with the Law of the Republic of Kazakhstan "On State Property".
 
 Authorized capital — as debt protection
 If the participants have not fully contributed to the authorized capital, the law provides for joint and several liability for them (clause 4 of Article 2 of the Law "On Limited and Additional Liability Partnerships"). This means that creditors can demand repayment of debts both from the LLP itself and from individual participants – but only within the amount that they have not paid extra. If, for example, you fictitiously overestimated the capital (for example, you wrote 100,000,000 tenge, but in fact you contributed 100 tenge), you can incur subsidiary liability for 99,000,000 tenge. That is, your personal property can be seized to pay debts.
 
 In addition, if a business suffers losses, the founders lose only what they invested. We have invested 100,000 tenge in the authorized capital, and you are responsible within this amount. Your personal property is not at risk. It's like insurance: you pay a premium — and get protection.
 However, it is important to keep in mind that if the LLP becomes bankrupt due to deliberate actions of the founders or management (for example, the withdrawal of assets or fictitious transactions), they may be brought to subsidiary liability (paragraph 1 of Article 5 of the Law of the Republic of Kazakhstan "On Bankruptcy"). However, creditors should first try to collect debts from the partnership itself – and only if this is not enough, turn to the personal property of the perpetrators.

The minimum value of the authorized capital in Kazakhstan
When you register a company, it is important to know how much money you need to contribute to the authorized capital. In Kazakhstan, this depends on the type of legal entity and the size of the business. Below, it is brief and clear what the minimum amount is for each legal form.
 
 LLP (small business)

• Minimum authorized capital: 0 tenge (Article 23 of the Law of the Republic of Kazakhstan "On Limited and Additional Liability Partnerships")
• This is an ideal option for aspiring businessmen — you can register a company without depositing funds. However, keep in mind the business function of the authorized capital, not just the paper function. It's great that there is such an option as paying 0 tenge, but to be respected by business gurus, contribute at least the minimum amount, even if it's small.
  
  LLP (medium and large business)
   Minimum authorized capital: 100 MCI (1 MCI 2025 = 3932 tenge, therefore 100 MCI = 393,200 tenge)
• If you are planning a large business, the authorized capital must be at least 100 MCI (Article 23 of the Law of the Republic of Kazakhstan "On Limited and Additional Liability Partnerships")
• This is serious—we're playing for high stakes.

Joint Stock Company JSC

• Minimum authorized capital: 50,000 MCI (Article 10 of the Law of the Republic of Kazakhstan "On Joint Stock Companies"). As of 2025 = 196,600,000 tenge for 2025
• This structure is for business sharks. A little patience, work and you will become like that.

General Partnership (GP)

• Minimum authorized capital: 25 MCI
• Suitable for joint business ventures where all participants have unlimited liability (Article 13 of the Law of the Republic of Kazakhstan "On Business Partnerships").

Limited partnership (LP)

• Minimum authorized capital: 50 MCI
• This is a mixed format: some participants manage the business, others contribute money, but are not responsible (Article 28 of the Law of the Republic of Kazakhstan "On Business Partnerships").

 1 MCI for 2026 is 4325 tenge, but it may change annually.
 
 Many businessmen wonder: if I registered a company with a minimum authorized capital, and now the MCI has increased, do I need to increase the capital? Or, if I want to make changes to the charter — do I need to check whether the capital meets the new requirements?
 Answer: No, you don't.
 

• The authorized capital should correspond to the minimum amount only at the time of registration.
• If later it became less than the established size due to an increase in the MCI, this is not a violation of the law.
• Participants decide for themselves whether they want to increase the capital — this is not a mandatory procedure.

The contribution to the authorized capital of the LLP can be made:

• Money (the most common option).
• Property (e.g. office furniture, office equipment, machinery).
• Property rights (e.g. lease rights).
• Land use right.
• Rights to the results of intellectual activity (patents, copyrights, etc.).

If the contribution is made in kind, its value is determined by:

• The Members' Agreement, or
• by the decision of the general meeting of shareholders of

Important: if the value of the deposit exceeds 20,000 MCI, an independent assessment is required.

All participants of the LLP are obliged to make their contributions to the authorized capital in full — that is, to pay for their shares. The deadline for this is set by the general meeting of participants, but there is an important point: this deadline cannot be more than a year from the moment when the company was officially registered.
 
 In general, if you decide to become a participant in the LLP, you should not postpone depositing money for later — a year is your "guaranteed grace period", then the rules may become stricter.
 
 If we talk about JSC, the shareholders are obliged to pay for the shares, and this amount should not be less than the established minimum authorized capital. Everything must be paid in full — without delay — within 30 days from the moment when the Joint Stock Company officially acquires the status of a legal entity.
 
 In simple words: once your company is "registered in life", you have a month to "refuel" with the right amount — otherwise it will not go.
 
 If the participant fails to fulfill the obligation to contribute its share within the established period, the partnership shall have the right to:

• Make the missing amount at the expense of own funds (net assets);
• Or reduce the authorized capital to the actually contributed part.

 The Participant who has not paid his share in due time is obliged to compensate for the losses caused by the LLP, as well as, unless the constituent documents provide otherwise, to pay a penalty in accordance with Article 353 of the Civil Code of the Republic of Kazakhstan.
 
 By decision of the general meeting of participants, the unpaid share may be:

• Redistributed among other participants in the manner prescribed by the constituent documents or paragraph 1 of Article 31 of the Law on LLP;
• Offered for purchase to third parties.

 If the sale of the unpaid part does not take place within the established period, the authorized capital of the LLP shall be reduced by the amount of this part, and the shares of the other participants shall be adjusted proportionally. The details are regulated by the regulatory resolution of the Supreme Court of the Republic of Kazakhstan dated July 10, 2008 No. 2 and the Answer of the Minister of National Economy of the Republic of Kazakhstan dated November 18, 2020 to the question dated November 4, 2020 No. 650553.
 
 If the participant's contribution is property that can be used only after a certain period, such contribution can be recognized as made from the date of provision of a notarized debt obligation, which indicates:

• nature of contribution:
• its monetary value;
• timing

The specified period may not exceed three years. The participant of the LLP, who has fully fulfilled the obligations to make a contribution, has the right to receive a certificate from the partnership confirming his participation in the LLP.
 
 To ensure the timely formation of the authorized capital of the LLP before its state registration, the founders may indicate in the constituent agreement one of them, who is obliged to open a savings account in the bank for temporary storage of funds intended for payment of the authorized capital.
 
 After the state registration of the LLP and the opening of its own bank account, the founder, in whose name the savings account was opened, is obliged to transfer funds to the account of the LLP within five working days. In case of late transfer, he is obliged to pay a penalty in accordance with Article 353 of the Civil Code of the Republic of Kazakhstan, unless the constituent agreement provides for other consequences.
 
 If the charter of the LLP provides for contributions to the authorized capital in the form of property other than cash, the founders may indicate in the constituent agreement:

• one of the founders;
• or a third party to whom this property must be transferred to trust management* for the period before and after the state registration of the LLP.

The trust agreement shall contain the following provisions:

• the trustee is obliged to manage the property in the interests of all founders, and after the state registration of the LLP — in the interests of the partnership itself;
• From the moment of its state registration, the LLP is vested with the rights of the owner of the property transferred to trust management, and this property is considered to belong to the LLP.