Legal services for businesses in Kazakhstan: results where every detail matters

Brief answer. The law protects the director's personal property, but only as long as they act honestly and within the law. If the company went bankrupt due to their fault, debts to creditors may be transferred to them personally — this is called subsidiary liability. Additionally, the director is personally liable for tax and administrative violations, and to the founders — for losses the company incurred due to their unreasonable decisions.

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Many managers live with the illusion that an LLC is a magical shield that protects their apartments and cars from any claims. But in recent years, Kazakhstani courts and tax authorities have learned to lift this "corporate veil." In 2026, director liability is no longer a theory, but a harsh reality with thousands of cases and billion-tenge recoveries.

Let us examine four main scenarios where a director faces personal liability.

1. Subsidiary Liability in Bankruptcy: The Most Dangerous Scenario
If a company collapses and it turns out that the director not merely made mistakes but acted to the detriment (withdrew assets, entered into "friendly" transactions at reduced prices, failed to pay taxes while knowing about debts), their personal property comes under threat.
The numbers speak for themselves: by mid-2025, 2,245 managers and founders in Kazakhstan had been held subsidiarily liable for a total of 1.3 trillion tenge. These are not just fines — this is the actual seizure of personal property to satisfy the debts of the bankrupt company.

When a director is penalized financially:

• They did not file a bankruptcy application even though the company was already deeply in debt and unable to pay its bills.
• They "helped" friends or relatives by selling company assets to them at a reduced price.
• They destroyed or hid accounting documents, making it impossible to understand where the money went.
  

Real-life example: In Pavlodar, an LLC director calmly watched as tax debt accumulated but did not file a bankruptcy application. In the end, the court recovered the entire amount of debt from them personally because they failed to fulfill their obligation in a timely manner. In Kostanay, a director resigned, but the founders "forgot" to re-register the change. Three years later, they were forced to answer for the company's debts because they were still listed as the manager in the documents.

2. Administrative Liability: Small Mistakes = Large Fines
This is the most common type of punishment. Directors are personally fined for failing to submit reports on time, "forgetting" to pay wages, or violating employees' labor rights.

• What for? Late tax declarations, statistical errors, "gray" wages.
• What are the consequences? Fines, and for systematic violations — disqualification (prohibition from holding managerial positions).
  

3. Criminal Liability: When It Stinks of Prison
A criminal case is initiated when violations cease to be "mistakes" and become crimes. This is no longer a fine, but a matter of freedom.

• Large-scale tax evasion: if the director used "illegitimate" document flow to avoid paying the budget.
• Intentional bankruptcy: if the company was deliberately "sunk" to avoid paying debts.
• Fraud: for example, when a director takes prepayment from clients and disappears.
  

4. Liability to One's Own Company (and Founders)
Even if the company is not bankrupt and taxes are paid, the director may face a lawsuit from their own founders. By law, they must act reasonably and in good faith in the interests of the LLC.

• When does this apply? If the director "out of friendship" signed a loss-making contract with a relative's company, awarded themselves an excessive bonus to the detriment of the company, or leaked the customer database to competitors.
• Consequences: Any participant of the LLC can sue the director and recover those losses from them personally.
  

How a Director Can Protect Themselves: 7 Safety Rules

1. Act strictly in accordance with the law and the charter. If the charter requires founder approval for a major transaction — obtain it. And keep the minutes. If you act within the charter, it is almost impossible to hold you liable.
2. Maintain transparent accounting. Everything that happens to the company's money must be documented. If assets are disposed of, it must be clear why and on what terms. Chaos in documents is the first step to subsidiary liability.
3. Avoid conflicts of interest. Do not enter into transactions with companies where your relatives work or where you have a stake, unless approved by the founders. Courts quickly see through such schemes.
4. Watch for "red flags." If the company stops paying taxes or starts missing loan payments — these are not just problems, they are signals to act.
5.  Respond to crises in a timely manner. If you realize that the company cannot be saved, do not delay. File a bankruptcy application yourself. This will remove the risk of being accused of intentional bankruptcy.
6.  Formalize all decisions officially. Founder decisions, meeting minutes, transaction approvals — everything must be on paper or in secure electronic form. This is your alibi in court.
7. Resign properly. If you leave the position of director, ensure that the data with the Ministry of Justice is changed. Otherwise, as in the case of the oil plant in Kostanay, you may be "appointed" responsible years later.
   
   

Conclusion
The institution of subsidiary liability in Kazakhstan is operating at full capacity. The state and creditors have learned to reach the personal assets of dishonest managers. The only real protection for a director is not "schemes," but transparent management, discipline, and timely decision-making.

Business fragmentation is the artificial division of a single entrepreneurial activity among several interdependent persons (LLCs or sole proprietors) in order to retain the right to a special tax regime (simplified regime) and avoid the VAT threshold of 10,000 MCI (approximately 43 million tenge of annual turnover). In 2026, this practice has become extremely dangerous: although there is no direct prohibition in the Tax Code, tax authorities have gained powerful digital tools (AIS  (Automated Information System)"Smart Data Finance," IP address traceability, cash register geolocation) that automatically identify related companies. If inspectors prove the artificial nature of the division, all income will be consolidated, taxes will be reassessed under the general system (CIT 20%, VAT 16%), and a fine of up to 40-50% of the amount will be imposed. In 2026, businesses have a unique chance to start with a "clean slate" thanks to a tax amnesty, but ignoring the signs of fragmentation can lead to bankruptcy.

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What Is Business Fragmentation and Why Is It Being Discussed in 2026?
Kazakhstani legislation still does not have an official definition of the term "business fragmentation." This creates a legal paradox: deputies and experts call the situation a "legal nonsense" where the fight against the phenomenon is conducted without clear rules of the game. Nevertheless, in practice, tax authorities have long used indirect signs to identify schemes.

The main motivation for entrepreneurs to fragment is simple: to remain on the simplified regime and not pay VAT. With an annual turnover exceeding 10,000 MCI (the 2026 threshold), a company is required to register for VAT, which means an increased tax burden and more complex reporting. Instead, business owners register several legal entities in the names of relatives or employees, distributing revenue among them.

However, since 2026, the tax authority has intensified monitoring. Mandatory transfer of cash register geolocation data has been introduced, IP addresses for filing reports are analyzed, and the Smart Data Finance analytical platform, which consolidates large volumes of data, is operational.

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How the Tax Authority Finds "Fragmentation": 8 Main Indicators
Based on an analysis of open sources, SRC clarifications, and consultant reports, the following criteria can be identified that automatically fall into the "red zone":

1. Unified infrastructure
Companies use the same actual address, office, warehouse, point of sale, website, contact phone number, and IP address for filing reports.

2. Shared employees and resources
Personnel work simultaneously for several LLCs/sole proprietors, accounting is shared, and fixed assets (equipment, vehicles) are used gratuitously or formally.

3. Homogeneous activity
All companies are registered with identical or related OKED codes, perform the same functions, and serve the same clients.

4. Interdependence of founders
The founders and directors are the same persons, relatives (spouses, children, parents), or trusted employees.

5. Shared counterparties and financial flows
Money and goods move in a closed circle between the "fragmented" companies, suppliers and buyers overlap, and prices deviate from market levels.

6. Systematic use of preferential regimes
All parts of the business universally apply the simplified regime or patent, even though the total turnover has long exceeded the threshold.

7. Formal distribution of revenue
Revenue is deliberately "spread out" so that no single company exceeds 10,000 MCI.

8. Absence of a business purpose
Each company has no independent role — they do not conduct independent activities, do not have their own resources or clients, and exist only as "pockets" for money.

Important: One indicator alone (for example, the relationship of founders) is not proof of fragmentation. The tax authority assesses the totality of factors.

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What Has Changed in 2026: Digitalization and Amnesty

Digital Tools of the Tax Authority
In 2026, the Smart Data Finance analytical platform was put into commercial operation, which consolidates and analyzes data from all sources: cash registers (with geolocation), bank accounts, tax reports, IP addresses. The system automatically "links" related companies, highlighting them to the inspector.

Additionally, requirements for cash registers have been tightened: all receipts are transmitted to the tax authority within one hour, indicating the exact location. If two sole proprietors with the same assortment operate at the same location, this is a reason for an inspection.

Tax Amnesty for SMEs
In December 2025, the State Revenue Committee announced large-scale support for micro and small businesses. From January 1, 2026, relief measures are being introduced for periods prior to 2026:

1. Reduction of inspections: Desk and on-site audits for previous years will not be conducted.
2. Cessation of litigation: Tax authorities will not file lawsuits to declare transactions concluded before 2026 invalid, nor to declare business registration invalid.
3. Simplified liquidation without desk audit.
4. Write-off of penalties and fines: If an entrepreneur fully repays the principal amount of debt as of January 1, 2026, by March 31, 2026, all penalties and fines will be written off.
5. Exemption from administrative liability for violation of VAT registration deadlines and failure to file reports for periods prior to 2026.
   
   

What does this mean for business? The state is giving a chance to "come out of the shadows" and legalize the structure without consequences for past mistakes. But from 2026, the tax authority will begin applying new rules and digital tools in full force.

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Liability: What Threatens When Fragmentation Is Detected
If tax authorities prove the fact of artificial fragmentation (based on a set of indicators), severe sanctions will follow:

Type of Sanction	Consequences
Additional tax assessment	All income will be consolidated, taxes will be recalculated under the general system: CIT 20% + VAT 16% (with possible penalties for non-payment).
Fine	From 40% to 50% of the amount of additional taxes assessed (depending on intent).
Penalties	Accrued for each day of delay (National Bank base rate × 1.5).
Account blocking	Operational activities may be paralyzed during the audit and court proceedings.
Criminal liability	For particularly large amounts of non-payment (exceeding 20,000 MCI), a criminal case may be initiated under Article 245 of the Criminal Code of the Republic of Kazakhstan (tax evasion).
Reputational losses	Loss of counterparties, inclusion in bank "blacklists."

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Legal Alternatives: How to Avoid Falling Under Suspicion
It is recommended not to artificially fragment a business, but to use methods of optimization permitted by law:

1. Transition to the general tax regime
If turnover is approaching 10,000 MCI, it is better to register for VAT in advance and work transparently. Yes, the tax burden will increase, but you will avoid the risks of blocking and fines, and you will also be able to claim input VAT.

2. Separation into independent business units
If separation is objectively necessary (for example, different types of activities: wholesale and retail, production and services), it is important to ensure real independence:

• Different addresses, warehouses, personnel.
• Independent contracts with counterparties.
• Separate accounting, no cross-financing.
• Presence of a business purpose (each company solves its own task).
  

3. Use of civil law contracts and outsourcing
Engaging external specialists for specific tasks is not fragmentation if they are truly independent and not controlled by you.

4. Business consolidation
If you have already fragmented but fear the consequences, consider reverse consolidation. In 2026, this can be done with minimal risks thanks to the amnesty.

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What to Do Now: Step-by-Step Instructions
Step 1. Conduct an audit of your structure.
Make a list of all related companies and sole proprietors. Answer honestly: do they have independence? Are shared resources being used? Are clients and money flowing in a circle?

Step 2. Check the signs from the list.
If you find 3-4 matches with the fragmentation indicators, you are in the risk zone.

Step 3. Take advantage of the amnesty.
By March 31, 2026, repay any principal debts (if any) to have penalties and fines written off. If you decide to legalize the structure (consolidate companies or, conversely, give them real independence), do it now, while the tax authority is not applying sanctions for past periods.

Step 4. Make a strategic decision.

• Option A: Consolidate the business and transition to the general regime. Pros: full transparency, no risks. Cons: higher taxes.
• Option B: Truly separate the businesses. Pros: retention of the simplified regime. Cons: costs of creating independent infrastructure.
  

Step 5. Document the business purpose.
Prepare documents justifying why you have multiple companies (different markets, different products, territorial distance, specialization).

Step 6. Consult with specialists.
Tax legislation is changing, and judicial practice is still being formed. It is better to spend a budget on a lawyer than on fines.

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Summary for Entrepreneurs

1. Business fragmentation is not officially defined in the law, but tax authorities successfully prove it through a set of indirect indicators.
2. In 2026, the tax authority has gained digital tools that automatically identify related companies: Smart Data Finance, IP address tracking, cash register geolocation.
3. The risks are colossal: additional tax assessments under the general system, fines up to 50%, penalties, account blocking, criminal cases.
4. At the same time, the state has provided an amnesty: until March 31, 2026, penalties and fines for past periods can be written off if the principal debt is repaid.
5. The only safe path is a transparent structure with a real business purpose. Either consolidation and transition to the general regime, or the creation of completely independent businesses.
   

Do not wait for an audit — conduct an audit today. In 2026, playing the "fragmentation" game has become deadly dangerous, but you have a unique chance to start with a clean slate.

Brief answer. Formally, the law does not prohibit hiring people under a civil law contract (CLC). However, since 2026, critical changes have come into force in Kazakhstan: now, if the relationship with a contractor even slightly resembles an employment relationship (regular payments, adherence to a schedule, work in a staff position), the tax and labor inspectorate has the right to reclassify such a contract as an employment contract. The consequences — additional assessment of all taxes, penalties, and fines — will completely "eat up" your savings.

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Many entrepreneurs view a CLC contract (contracting or service provision) as an ideal way to save money: no need to pay certain social contributions, provide vacation, pay sick leave, or deal with personnel paperwork. But in 2026, the stakes have been raised. The state has declared war on "gray" schemes, and now the risk of reclassification has become the main headache for companies using such hiring practices.

What Has Changed in 2026?
Previously, one could navigate around the rules. Now the rules have become stricter. Legislation has introduced clear criteria: if the relationship with a contractor has at least one of three signs, the CLC contract is automatically considered to be disguising an employment relationship.

1. Qualification (alignment with staffing table). The person performs work in a position or specialty that exists in your staffing table. For example, you hired a "copywriter" under a CLC, but you have a copywriter vacancy in your staff.
2.  Subordination. The contractor personally performs the work, follows internal work rules, attends planning meetings, and receives instructions from a direct supervisor.
3.  Regularity of payments. You pay them not for a specific result (stage of work), but regularly, in a fixed amount — that is, essentially, a salary.
   
   

If an inspector sees at least one item from this list, sanctions will follow.

When a CLC Contract Is a Time Bomb: Risk Criteria
To understand how much you are in the risk zone, ask yourself five questions. If you answer "yes" to at least three, change the scheme urgently.

Criterion 1. Regularity of payments.
Do you pay the contractor a fixed amount every month that does not depend on the volume of work performed? This is a salary.

• How it should be: payment for a specific stage, based on an acceptance certificate.
  

Criterion 2. Control and subordination.
Do you require the person to come to the office from 9 to 6, follow internal orders, and wear a badge? This is an employment relationship.

• How it should be: only the result matters. Where, when, and how the person works is their own problem.
  

Criterion 3. Personal performance of work.
Can the contractor send another person in their place without your separate consent? If not (and in employment relationships this is prohibited), this is a red flag.

• How it should be: a CLC contract should include the right to engage third parties or substitute oneself.
  

Criterion 4. Absence of a specific result.
Does the contract state: "provides accounting services" (i.e., just a function), rather than "develops an accounting policy" (a specific result)?

• How it should be: the subject of the contract is not the process, but a tangible result.
  

Criterion 5. Provision of workplace and tools.
Do you provide the person with a laptop, chair, pay for communication, and give them an email on the corporate domain? These are signs of integration into the company.

• How it should be: the contractor works with their own equipment and materials.
  

Figures and Facts: What Will Reclassification Cost You?
Fines are not just "pay the difference." This is a financial catastrophe for a business. What will happen if an inspector proves that your CLC contract was actually an employment contract:

1. Additional assessment of all taxes and social payments. You will be billed for everything you underpaid for the entire duration of the contract:
   
   • Individual Income Tax (IIT) — 10%.
   • Mandatory Pension Contributions (MPC) — 10%.
   • CSHI contributions and payments.
   • Social Contributions (SC).
   • Employer contributions (which you did not pay).
     
   • Total: additional expenses will amount to 30-40% of the payroll fund.
     
2. Penalties. For each day of delay over the entire period. This can be an amount comparable to the debt itself.
3. Fines. Administrative fine on the official and on the company for violation of labor legislation.
4. Lawsuits from the employee. The contractor themselves can file a lawsuit to have their work experience restored and receive compensation for unused vacation and sick leave. The court will side with them.
   

How to Legally Use CLC and Not Fall Under Sanctions?
A CLC contract is a completely legal tool if used as intended. Here are the safety rules:

Rule 1. Only for one-time projects.
Hire a contractor strictly for a specific task: "create a design layout," "write texts for a website," "conduct an audit." The contract ends — the relationship ends.

Rule 2. Payment for results.
No advances or fixed monthly amounts. Payment — only upon a signed work acceptance certificate. If there is no work — there is no money.

Rule 3. The contractor is their own boss.
Do not control their work schedule. Do not issue them a pass if they do not come to the office. Do not include them in the corporate chat for discussing work processes. Communicate in the format: "I need X done by the 20th."

Rule 4. Clearly formulate the subject of the contract.
Bad: "provision of accounting services" (process).
Good: "preparation and submission of quarterly reports for Q1" (specific result).

Rule 5. Use outstaffing as an alternative.
If you need a person for permanent work but do not want to deal with paperwork, there is a legal way — outstaffing (provision of personnel). You conclude a contract with a provider company, they officially hire the employee under an employment contract, and you simply use their services and pay the provider a fee. This is completely legal and removes all risks from you.

Conclusion
Using a CLC contract to save on taxes by hiring a person for permanent office work is no longer a "gray" scheme, but a "black" one. In 2026, the tax and labor inspectorates have closely focused on this issue and have digital tools to track such violations.

A CLC contract is a legal tool for one-time projects and specific tasks. If you need a "permanent employee," the only safe path is either a full-fledged employment contract (with payment of all taxes) or outstaffing through a specialized company. Saving on taxes in this case is playing Russian roulette, with the financial well-being of the business at stake.

Since January 1, 2026, new rules for blocking accounts for tax debt have been in effect in Kazakhstan. Now the severity of measures depends on the amount of debt: up to 20 MCI (86,500 tenge) — only a warning; from 20 to 45 MCI — blocking of debit transactions; over 45 MCI — complete blocking and inventory of property. In addition to the tax authority, an account may be blocked under the anti-money laundering law (AML) or for technical reasons. The main rule: do not panic and do not try to cash out funds through "gray" schemes — this will worsen the situation. It is necessary to accurately determine the cause and follow an algorithm.

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A situation where a company's settlement account is blocked is always stressful for a business. However, in 2026, the legislation has become more predictable: the state has introduced a clear gradation of enforcement measures. Let us consider the three main reasons for blocking and a detailed action plan for each.

Step 1. Express Diagnostics: Find the Cause of the Blocking
First, check notifications in the bank's mobile application or log into internet banking — often the cause is already indicated there. If there is no information, contact the call center or visit a branch. The bank is obliged to inform on what basis operations have been restricted.

Three Main Causes of Blocking
Cause 1. Tax Debt (New 2026 Rules)

This is the most common cause. Since 2026, Order of the Minister of Finance No. 701 has come into force, which changes the approach to collection. Now everything depends on the amount of debt:

Debt Amount (MCI 2026)	Debt Amount (tenge)	Measures
Up to 20 MCI	Up to 86,500 tenge	Only a notice of debt and accrual of penalties. Accounts are NOT blocked.
From 20 to 45 MCI	86,500 – 194,625 tenge	Suspension of debit transactions on accounts and cash, issuance of collection orders.
Over 45 MCI	More than 194,625 tenge	Complete account blocking + inventory of property + ban on director's travel abroad (for debt > 27,000 MCI).

Important to know: even during blocking, you can conduct certain operations. Payments for tax payment, social contributions, salary payments, alimony, as well as execution of court decisions for compensation of harm are not blocked.

Cause 2. AML Blocking (Under the Anti-Money Laundering Law)
As of April 1, 2026, new, stricter financial monitoring rules come into force. The list of suspicious transactions has been expanded. The bank may block an account if:

• Payments do not correspond to the scale and income of the business.
• There are transactions with companies from offshore zones.
• Fragmentation of amounts (below thresholds) is carried out to avoid control.
• Transactions with cryptocurrency are conducted that appear suspicious.
• There are attempts to cash out large amounts, especially abroad.
  

Cause 3. Technical Blocking
This is the most harmless cause, which can be resolved quickly. It arises due to:

• Expiration of the director's EDS.
• Untimely updating of the signature card.
• Changes in the manager's passport data.
• An error in the bank's system.
  

Step 2. Action Plan for Blocking
Scenario A: If It Is a Tax Blocking
What to do:

1. Check the debt. Log in to the "Taxpayer Cabinet" or the eGov Mobile application. Verify the exact amount of the debt.
2. Pay off the debt. Pay the amount of the debt, penalties, and fines. A payment order can be processed even from a blocked account, since tax payment is considered a protected transaction.
3. Wait for the blocking to be lifted. After the money is received in the budget, the tax authority issues a decision to lift the restrictions. This usually takes 1-2 business days.
   

Scenario B: If It Is an AML Blocking (Suspicion of "Money Laundering")
This is the most complex scenario, requiring the preparation of a convincing evidentiary base.

What to do:

1. Receive the request. The bank is obliged to send an official request asking for an explanation of the transactions.
2. Gather a "dossier" on the transaction. You will need:
   
   • A complete package of documents for the suspicious transaction: contract, invoice, certificates, goods waybills (GAW), confirming the reality of the supply of goods or provision of services.
   • Declarations on the origin of funds (if cash was deposited).
   • Information on beneficiaries and ultimate owners.
   • An explanatory note disclosing the economic purpose of the transaction.
     
3. Provide a clear and logical response. Any inconsistencies or lack of documents will heighten suspicion. If the package is in order, the bank will unblock the account within 1-2 weeks.
   

Scenario C: Technical Blocking
What to do:

• Update the signature card at the bank.
• Reissue the EDS.
• Notify the bank of the new data.
  This is usually resolved on the day of the request.
  

Step 3. If the Bank Does Not Respond or Refuses
If you have provided all the documents but the bank does not lift the blocking, or you believe the blocking is unjustified, you can appeal their actions.

1. Send an official complaint to the bank. Demand a written reasoned response.
2. Contact ARDFM (Agency for Regulation and Development of the Financial Market). The agency supervises banks. A complaint can be submitted through the online reception on the agency's website, by phone, or by scheduling an in-person meeting.
3. Go to court. This is an extreme measure, but if your rights have been violated, the court will side with you.
   

How to Avoid Being Blocked: Prevention for Businesses
Tax security:

• Regularly check the status of settlements with the budget through the "Taxpayer Cabinet."
• Pay taxes on time, avoiding debt accumulation. The new 2026 rules provide a small "grace" threshold of 20 MCI, but exceeding it leads to severe sanctions.
  

Compliance and AML security:

• Check counterparties. Gather a complete dossier on partners: constituent documents, confirmation of reliability.
• Avoid "technical" and suspicious companies. Transactions with shell companies are a red flag for the bank.
• Prepare justifications. If you are conducting a transaction that is non-standard for your business (for example, a large payment to a new partner), be prepared to explain its economic purpose to the bank.
• Do not use personal accounts for business. This is a direct path to blocking under anti-money laundering laws.
  

Since 2026, electronic document management has ceased to be an option – for most companies it has become a mandatory condition for doing business. The Tax Code requires the issuance of electronic invoices for all VAT payers and simplified regime taxpayers, and the goods traceability system requires electronic recording of every transaction with imported goods. Public procurement has long been digital. For the rest, EDM is a voluntary but economically beneficial tool: it reduces costs, speeds up settlements, and eliminates the risk of document loss.

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2026: A Turning Point in the Digitalization of Business Transactions
Kazakhstan is confidently moving toward a model where paper documents become the exception rather than the rule. Recent legislative changes have affected not only tax reporting but also the daily exchange of documents between companies.

What Has Changed Since January 1, 2026:

• First, the circle of entities required to issue electronic invoices has expanded. Now added to them are non-VAT payers working under the simplified declaration, suppliers of medical services and medicines, as well as companies purchasing services from non-residents. This means that a significant portion of small businesses that previously had not encountered EIs must now learn to work with the information system.
• Second, a mechanism for mandatory confirmation of corrected and revoked invoices has been introduced. Previously, a seller could issue a corrected document and it would automatically become valid. Now, if the buyer is a VAT payer, they must actively confirm receipt of the corrected EI. Without confirmation, the document has no legal force. This eliminates situations where one party accounts for corrections while the other continues to work with the old document.
• Third, to enhance security, biometric identification has been introduced when registering in the EI IS and when issuing invoices that raise suspicion. After three successful confirmations, biometrics are no longer requested for that user.
• Fourth, the goods traceability system has been fully migrated to the EI IS. The concept of a "virtual warehouse" has been introduced, allowing the tracking of imported goods from the moment of import to final sale. All transactions are recorded only electronically, and the traceability period is limited to five years after the last transaction.
  
  

Finally, cross-border electronic document management is actively developing. Kazakhstani operators have signed agreements with Russian platforms (Kontur.Diadoc, Saby), which allows the exchange of legally significant documents with partners from EAEU countries without duplication on paper. A document signed with a Kazakhstani EDS is recognized in Russia, and vice versa.

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Who Is Required to Work with Electronic Documents, and for Whom Is It Simply Beneficial?
Let us divide all companies into three groups.

Group 1. Mandatory EDM Without Alternatives
This includes:

• All value added tax payers. For them, issuing electronic invoices for all taxable turnover is a direct obligation enshrined in the Tax Code.
• Non-VAT payers applying the special tax regime based on the simplified declaration. Since 2026, they are required to issue EIs for each sale of goods, works, or services.
• Participants in the goods traceability system. If you import, store, or sell goods from the list approved by the EEC, all transactions with them are recorded only through the EI IS. Paper documents do not work here.
• Suppliers under public procurement. All document flow with government agencies is electronic, including contracts, certificates, and invoices.
• Medical organizations and pharmacies selling medicines and medical services.
• Companies purchasing works or services from non-residents – they are required to issue EIs "for the non-resident."
  

Group 2. Voluntary but Highly Recommended EDM
For all other cases – contracts, certificates, waybills, invoices – there is no direct obligation. However, the market dictates its own conditions. Large companies and holdings are increasingly refusing paper and requiring partners to switch to electronic exchange. Banks, when lending, may request extracts from the EDM system to confirm the reality of transactions. In addition, electronic document management provides significant savings: the average cost of processing one paper document is 3-5 times higher than an electronic one.
Group 3. Situations Where Paper Is Still Permissible
These are rare cases: interaction with individuals without the status of sole proprietor, internal documents that do not require exchange with counterparties, as well as work with micro-businesses that are technically not ready for digital. But even here, the state is gradually encouraging the transition – for example, through the mandatory use of electronic employment contracts on the Enbek.kz portal.

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Advantages of Electronic Document Management: From Speed to Tax Security
Switching to EDM provides businesses not only with legal compliance but also with specific operational benefits.

• Speed of processing. A paper document takes from one to three days to reach a counterparty by courier or mail. An electronic document is delivered in seconds. This is critically important for urgent transactions or closing a reporting period.
• Status transparency. In the EDM system, you always see whether the document has been delivered, read, signed, or rejected. No uncertainty as with paper, which could get lost in transit.
• Cost reduction. Expenses for paper, toner, envelopes, courier services, and physical archives disappear. According to expert estimates, one electronic document costs 20-50 tenge compared to 150-500 tenge for a paper document.
• Integration with accounting systems. Modern EDM operators allow you to set up automatic document export from 1C or other programs. This eliminates manual entry, reduces the risk of errors, and speeds up period closing.
• Security and preservation. Electronic documents are stored in the operator's secure archive; they cannot be lost or damaged. During a tax audit, you can download the entire array of documents upon request within minutes.
• Counterparty trust. Working with EDM is a marker of transparency and modernity. Large partners are more willing to interact with companies that are already digital.
• Environmental friendliness. Reducing paper consumption positively affects the company's ESG rating, which is becoming important for international investors and large customers.
  

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How to Choose an EDM Operator: Overview of Players and Selection Criteria
Several mature platforms are present on the Kazakhstani market. The choice depends on your accounting system, partner geography, and budget.

• State Information System for Electronic Invoices (EI IS) – a mandatory tool for everyone who issues EIs. Basic functionality is free, access is via web interface or API. The goods traceability system is also implemented here.
• Documentolog – the largest commercial operator with more than 130,000 clients. Offers integration with 1C, SAP, as well as cross-border exchange with Russia through partnership with Kontur.Diadoc. The platform includes AI services for counterparty verification and data entry automation.
• 1C-EDM – a solution for those who maintain accounting in 1C programs. Maximum automation: documents are created directly in the accounting system and sent to the counterparty without switching between windows.
• Idocs – a Kazakhstani operator with strong integration with 1C and the Enbek.kz portal. Allows you to configure flexible approval routes and exchange documents with partners from Russia through Saby.
• Saby (Tensor) – a Russian platform available in Kazakhstan through a partnership with idocs. Convenient for companies actively working with Russian counterparties.
• Kontur.Diadoc – another Russian player integrated with Documentolog. Suitable for cross-border exchange.
• Sandyq and Docrobot – specialized platforms for personnel electronic document management (HR EDM). Allow you to maintain employment contracts, applications, and orders digitally.
  

When choosing an operator, it is important to consider:

• compatibility with your accounting system;
• pricing policy (monthly packages or pay-per-document);
• availability of roaming with other operators (to exchange documents with counterparties connected to other platforms);
• cross-border exchange capabilities if you have foreign partners;
• quality of technical support.
  

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Step-by-Step Plan for Implementing EDM in a Company
To ensure a smooth and trouble-free transition, we recommend following the algorithm below.

• Step One – Audit of current document flow. Calculate how many documents per month you exchange with counterparties, what types of documents predominate (invoices, certificates, waybills, contracts). Find out whether any of your partners are already working with EDM and through which operators.
• Step Two – Selection of operator(s). Based on the audit and taking into account your accounting system, select a platform. For mandatory EIs, be sure to register in the EI IS (this is free). For commercial document flow, choose one of the providers, taking into account tariffs and the availability of roaming.
• Step Three – Registration and technical setup. Obtain or renew your electronic digital signature. Register in the operator's personal account. Set up integration with your accounting system – for 1C, this is done through special modules that automatically create documents in the EDM system. If necessary, undergo biometric identification in the EI IS.
• Step Four – Notification and onboarding of counterparties. Make a list of key partners and send them invitations to connect through the EDM system. Most operators allow mass mailings. If a counterparty does not want to connect, explain the benefits to them or offer help with setup. As a last resort, some operators support asymmetric exchange – you can send a document, and the counterparty will receive a notification and be able to download a PDF, but for full signing, they will still need to register.
• Step Five – Employee training. Conduct training for accountants, managers, and directors. Explain how to create documents, track statuses, and respond to requests for confirmation of corrected EIs. It is good if the operator provides training materials or demo access.
• Step Six – Parallel period (optional). During the first month, you can duplicate documents on paper to be safe. But the goal is to switch completely to electronic format as quickly as possible.
• Step Seven – Monitoring and optimization. Keep track of new features of the operator, such as the appearance of roaming with other platforms or the expansion of cross-border exchange. Adjust settings as necessary.

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What to Do If a Counterparty Resists Switching to EDM
This situation occurs, especially with small suppliers or contractors. Options for action:

• Conduct an explanatory conversation, show calculations of savings, mention that large customers already require EDM.
• Offer help – pay for their tariff for the first few months or help with setup.
• Use asymmetric exchange if the operator supports it. The counterparty will be able to receive documents in PDF, but for signing, they will still need to register.
• If the counterparty is strategically important and persists, you may have to temporarily keep paper, but such cases should be the exception, not the rule.
  

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Liability for Violations in the Sphere of Electronic Document Management
Ignoring the obligation to issue EIs or violating the procedure for working with traceable goods entails administrative and tax sanctions.

• For failure to issue an electronic invoice, if you are required to do so, a fine is provided for officials in the amount of 15 to 30 MCI, for legal entities – from 30 to 100 MCI, depending on whether the violation is repeated.
• Issuing an EI in violation of the deadline (for example, later than the established limit) deprives the buyer of the right to claim VAT credit and exposes the seller to penalties for each day of delay.
• Violation of goods traceability rules – for example, failure to record the movement of goods in the EI IS – is punishable by a fine of up to 200 MCI for a legal entity. In addition, transactions with such goods may be blocked until the violation is corrected.
• Lack of confirmation of a corrected EI by the buyer (if they are a VAT payer) results in the document being considered not received. This can cause discrepancies during a desk audit and a denial of deductions.

It is important to understand that the tax authority actively uses EI IS data for automatic control. The system itself identifies inconsistencies and passes them on to inspectors.

If you have at least one client or employee whose data is stored in a phone, CRM, or on paper (full name + phone number = already personal data), you are required to register as an operator. This must be done not when an inspection arrives, but before you start collecting this data. The register is maintained by the Committee for Information Security of the Ministry of Digital Development, Innovations and Aerospace Industry of the Republic of Kazakhstan (MDDIAI RK).
Ignoring registration hits your wallet (a fine of up to 100 MCI). But for a leak or poor protection, the consequences are much more serious: from fines of 2000 MCI to criminal liability (up to 5 years of imprisonment under Article 147 of the Criminal Code of the Republic of Kazakhstan). Since 2026, the practice of prosecuting for database "dumping" has become stricter.

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What Are Personal Data in Practice?
Do not think that these are only passport details. From a legal perspective, personal data is any information by which a person can be identified.

• For business, this includes: Phone number in a mailing list, email, IIN, delivery address, purchase history, bank card data, photo in a KYC form, geolocation.
• For HR, this includes: Any data about employees and even about job applicants whose resumes you store.
  

Operator Obligations: 4 Steps to Avoid Being Fined
Being an operator means not just submitting a notification, but building a protection system. Here is what you are required to do by the Law of the Republic of Kazakhstan "On Personal Data and Their Protection":

1. Notification registration (eGov). Before starting data collection, go to the eGov.kz portal and submit a notification to the authorized body. In the notification, you must honestly indicate: why you are collecting the data (purpose), what exactly you are collecting, and how you are protecting it. After this, you will be entered into an open register – this adds to customer trust.
2. Ensuring security (Technical part). You are required to protect information. This means:
   
   • Appoint a person responsible for personal data protection.
   • Adopt internal documents (Personal Data Processing Policy, Instructions).
   • Use antivirus software, passwords, and access segregation to databases (so that a manager does not see the accountant's personal data, and vice versa).
     
3. Consent of the subject. You cannot simply "buy a database" and start calling. Consent must be specific, informed, and conscious. An "I agree" checkbox on the website must link to the text of the offer/consent, which states what you will do with the data. Exception – performance of a contract (for example, transferring data to a courier service for delivery of goods).
4. Control over cross-border transfer. If you use a foreign cloud service (Google Drive, foreign CRM) whose servers are located outside Kazakhstan, this is a cross-border transfer. It is permitted either to "safe" countries or with separate consent of the client.
   

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Liability in 2026: Administrative and Criminal
Many entrepreneurs think that fines are the maximum. But the law has become stricter.

1. Administrative (Code of Administrative Offenses of the Republic of Kazakhstan):

• Processing without registration (did not submit notification) — Fine up to 100 MCI (approximately 432,500 tenge for 2026)
  
• Violation of personal data protection legislation (e.g., leak or transfer to third parties without consent) — For officials: from 500 to 1000 MCI; for legal entities: from 1000 to 2000 MCI
  
• Extreme measures: Suspension of activities or liquidation of the company by court decision
  

2. Criminal (Criminal Code of the Republic of Kazakhstan, Article 147):
This is no longer just a fine, but real risks for the head of the company.

• Illegal collection and distribution (for selfish purposes or using official position) is punishable by a fine of up to 3000 MCI, or corrective labor, or restriction of freedom.
• Qualified offense (especially large damage or creation of a terrorist threat) — imprisonment for up to 5 years.
  
• Important: Since 2026, law enforcement agencies have been more actively initiating criminal cases regarding the sale of databases by mobile operators and online stores.
  

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What to Do Right Now?
So that you can sleep peacefully and not fear inspections, we recommend conducting a "Privacy Security Upgrade":

1. Data mapping. Create a map: what data, where it flows, who has access to it, and where it is stored (on a laptop, in 1C, in the cloud).
2. Paperwork. You cannot protect what is not documented. Develop:

• Privacy Policy (for clients).
• Personal Data Protection Policy (internal order).
• Up-to-date consent forms for processing.
  

3. Registration. Submit a notification using an EDS on eGov. This will take 15 minutes if you know what to write.
4. Contracts with partners. If you transfer data to contractors (call centers, cloud accountants, courier services), be sure to include clauses on confidentiality and liability for leaks in the contract.
5. Personnel training. Conduct training: why you cannot download the customer database to a USB drive or forward work contacts via messenger.

Under the current tax legislation of the Republic of Kazakhstan, the fiscal burden on business entities is determined not only by final financial results but also by the legal impeccability of the execution of internal and incoming documentation. Defects in primary accounting forms, such as work completion certificates or invoices, entail the loss of the taxpayer's right to apply tax deductions when calculating corporate income tax (hereinafter – CIT).

In order to minimize tax risks and prevent unjustified outflow of working capital to the budget, we have implemented a regulation for comprehensive legal and documentary control of incoming primary accounting documents. The procedure is not limited to nominal systematization of documentation but represents a preventive legal due diligence at the stage preceding acceptance and signing.

Within the framework of the conducted review, we verify the following material aspects:
1. Compliance of the form and requisite composition with legislative requirements. Verification is carried out for the presence of all mandatory requisites provided for by the Law of the Republic of Kazakhstan "On Accounting and Financial Reporting" and other regulatory legal acts. The absence of a seal (if required), the date of preparation, or a proper reference to the contract is qualified as a material violation requiring replacement of the document before it is accepted for accounting.
2. Verification of legal content and arithmetic accuracy. Analysis is applied not only to the fact of the existence of a signature but also to the correctness of the description of the fact of economic activity. The validity of attributing costs to deductions is verified, namely: confirmation that the expenses incurred are directly related to activities aimed at generating income. Identifying incorrect or questionable costs at the input stage allows us to eliminate claims from state revenue authorities in the future.
3. Verification for compliance with the terms of contractual obligations. During the analysis, discrepancies between the terms of the concluded contract and the executed closing documents are identified. Typical violations include indicating a price in conventional units when the contract contains a tenge equivalent, as well as non-compliance with the deadlines for signing certificates. Such discrepancies create risks for tax accounting and can be exploited by unscrupulous counterparties. Our task is to bring the documentation into compliance with the agreements to eliminate ambiguous interpretation.

Legal Effect and Impact on CIT Calculation
In accordance with the tax legislation of the Republic of Kazakhstan, the right to include expenses in CIT deductions arises for the taxpayer only if there are properly executed supporting documents.
Preventive identification and elimination of errors at the stage of document receipt guarantees that all actually incurred and economically justified costs will be legitimately taken into account when forming the tax base. This approach eliminates the situation of additional tax assessments due to non-recognition of expenses because of formal defects in primary documentation. Thus, high-quality processing of "primary documents" is transformed from an area of potential criminal or administrative liability into a tool for legitimate tax optimization.

Summary
The client receives not just a formal verification of document flow, but a comprehensive guarantee that each confirmed expense meets the criteria established by the Tax Code of the Republic of Kazakhstan and legitimately reduces total annual income, thereby contributing to a reduction in final tax liabilities.

In the context of the increasing intensity of tax and financial investigations on the territory of the Republic of Kazakhstan, issues of physical preservation and legal accessibility of primary accounting documentation are acquiring the status of a critical factor in the economic security of an enterprise. The loss of documents confirming the facts of economic activity (waybills, work completion certificates, invoices) creates prerequisites for the recognition of transactions as invalid in tax accounting and entails risks of administrative sanctions and additional assessments by authorized bodies.
We offer a comprehensive solution for converting the client's documentary fund into electronic digital form. This is not about simple scanning, but about creating a structured database that meets the requirements of the Law of the Republic of Kazakhstan "On Electronic Document and Electronic Digital Signature" and other regulatory acts governing document flow.

Results of System Implementation:
1. Inventory and conversion. A complete audit of the accumulated archive fund is carried out, followed by the conversion of paper media into a machine-readable format suitable for long-term storage and operational use.
2. Formation of structured records. The electronic archive is systematized according to a hierarchical principle: breakdowns by organizational and legal form of counterparties (LLC, sole proprietor), reporting periods, and types of documents. This ensures compliance with internal accounting regulations and audit standards.
3. Ensuring operational access to primary documents. The implementation of a digital system eliminates the need for manual retrieval of information in physical storage facilities. The provision of a relevant reconciliation report or invoice is carried out within a minimal time interval. This factor is critically important for complying with deadlines for submitting documentation in response to requests from tax authorities, thereby allowing the taxpayer to timely confirm the validity of their objections or claims.

The procedure for dismissing an employee is traditionally considered one of the most conflict-prone personnel processes, requiring strict compliance with the norms of the Labor Code of the Republic of Kazakhstan (hereinafter – Labor Code of the Republic of Kazakhstan). Any deviation from the established procedure – an incorrect wording of the grounds for termination of the contract, violation of deadlines for final settlement, or defects in the execution of local acts – creates a direct threat of judicial challenge, administrative intervention, and the imposition of financial sanctions on the employer.

We offer comprehensive legal support for the procedure of terminating employment relations, guaranteeing full compliance of each stage with the requirements of the Labor Code of the Republic of Kazakhstan and established law enforcement practice.

Scope of Legal Support Includes:
1. Examination of grounds and selection of the legal model of dismissal. Our specialists conduct a detailed analysis of facts and circumstances to determine the legal and least risky basis for termination of the employment contract (employee's own wish, agreement of the parties, employer's initiative, expiration of the term, etc.). We exclude wording that may be recognized as discriminatory or unmotivated in court.
2. Full documentary support. We develop and verify the entire set of personnel documentation, including:

• Notifications of upcoming termination of the contract (if necessary);
• Orders on termination of the employment contract (in the form that meets the requirements);
• Acts of refusal to review or receive documents;
• Pay slips with detailed accruals.

3. Audit of final payments and guarantees. Control is exercised over the correctness of calculation of all amounts due to the employee upon termination of employment relations, in strict accordance with Articles 109-114, 130 of the Labor Code of the Republic of Kazakhstan:

• Wages for time actually worked;
• Compensation for unused days of paid annual leave;
• Severance pay (in cases provided for by the Labor Code of the Republic of Kazakhstan or the employment contract);
• Other compensation payments.

4. Registration of personnel transition and issuance of documents. Legally correct entry in the work record book (if a paper document exists) or the formation and signing of an electronic employment contract in the state database. Preparation and issuance of certificates of employment, as well as certified copies of documents on the employee's last working day to avoid claims of information concealment.

Legal Result:
The employer receives a guarantee of a civilized and conflict-free completion of employment relations. The risks of reinstatement of the employee at work by court decision are reduced to zero, along with the exclusion of orders from state labor inspectors and protection from unplanned financial losses (compensation for moral damage, payment for forced absence, administrative fines under Article 93 of the Code of Administrative Offenses of the Republic of Kazakhstan).

The adoption of key corporate decisions requires strict compliance with the procedure established by the Law of the Republic of Kazakhstan "On Limited and Additional Liability Partnerships" (and for JSCs – the Entrepreneurial Code). The absence of a written resolution or minutes, or errors in their execution (incorrect wording, violation of quorum, omission of mandatory items) may entail the invalidation of transactions and legal challenges to decisions.
We offer professional preparation of corporate documents recording the will of participants (founders, shareholders), with a guarantee of full compliance with the legislation of the Republic of Kazakhstan and the charter of your company.

• Which Procedures We Support:
  Approval of the charter and amendments thereto;
• Appointment and early termination of powers of the executive body (director);
• Distribution of net income and approval of dividend amounts;
• Approval of major transactions and transactions in which there is an interest;
• Increase or decrease of the authorized capital;
• Withdrawal of a participant from the LLC;
• Reorganization or liquidation of the company;
• Other issues within the exclusive competence of the supreme body.

What Is Included in the Service:
1. Selection of the appropriate form of document. We determine whether a Sole Participant Resolution or Minutes of the General Meeting of Participants is required, based on the corporate structure of your business.
2. Legal elaboration of the agenda. We help correctly formulate agenda items to avoid ambiguity and subsequent disputes. We record the exact wording of the decisions adopted.
3. Ensuring the legitimacy of the procedure. We verify the presence of the necessary quorum, the validity of the meeting, and compliance with the procedure for notifying participants (if required for a specific type of decision).
4. Preparation of a complete set of documents:

• Draft Sole Participant Resolution or General Meeting Minutes indicating all necessary details (date, venue, composition of those present, voting results);
• If necessary – accompanying documents (voting ballots, notifications).
  

5. Notarization and legalization (if necessary). We advise on issues of notarization of adopted decisions, if required by law or the charter.

Result:
You receive a legally clean corporate document that:

• Is an unconditional basis for registration actions (at the PSC, justice authorities);
• Eliminates risks of challenge of transactions by counterparties or tax authorities;
• Confirms the legality of dividend payments or the completion of a major transaction.
  

In accordance with the norms of the Tax Code of the Republic of Kazakhstan and established law enforcement practice, a taxpayer bears potential financial consequences not only for their own violations but also in connection with the unreliability of their business partners. The State Revenue Authorities actively use mechanisms to declare transactions invalid (sham transactions) and to exclude amounts from such transactions from VAT credit and CIT deductions if the counterparty turns out to be a "shell company," an inactive entity, or a fictitious enterprise.

According to Article 9 of the Civil Code of the Republic of Kazakhstan and clarifications of the Supreme Court, the protection of the rights of a bona fide taxpayer is impossible without confirming the fact of exercising due diligence when choosing a partner. Since 2024, enhanced requirements have been in effect in Kazakhstan: businesses are required to verify counterparties through unified state registers before concluding a transaction.

We offer a professional audit of a counterparty for tax risks, which will allow you to protect your business from additional assessments and legal disputes.

Objects of Verification and Analyzed Risks:
1. Legitimacy of state registration. Verification of the fact of existence of a legal entity or sole proprietor, absence of signs of invalidity of registration, which the tax authority may challenge in court.
2. Taxpayer status (reliability). Analysis for the presence of the counterparty in the lists of unreliable, inactive, or fictitious enterprises published by the State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan.
3. Presence of tax debt. Identification of outstanding debts to the budget exceeding threshold values (more than 10 MCI for sole proprietors, more than 150 MCI for legal entities), which is a marker of high risk.
4. Court disputes and debtor register. Verification of the counterparty's participation in court proceedings (through the Judicial Cabinet) and the presence of seized accounts.
5. Signs of a "transit" or "technical" company. Analysis for the presence of a minimum number of employees, absence of fixed assets (property, vehicles, warehouse premises), which may indicate the impossibility of actual performance of the transaction.

Methodology for Conducting the Verification:

• Official sources. Sending requests and cross-referencing data through the services of the SRC of the Republic of Kazakhstan, the Egov portal, and the Unified Debtor Register.
• Analysis of the good faith index. Use of commercial resources and banking data to obtain a summary report on tax payment and financial statements of a potential partner. 
• Legal expertise of constituent documents. Verification of compliance of the charter, certificate of state registration, and authority of the person signing the contract.
  

Legal Consequences for the Client:
Obtaining an evidentiary base confirming the fact of exercising due diligence when concluding a transaction. The existence of such a dossier is a strong argument during cross-tax audits and allows one to defend the right to CIT deductions and VAT credits, even if it subsequently turns out that the counterparty did not fulfill its tax obligations.