AFSA

30 December 2024 14:10:21

The Astana Financial Services Authority (AFSA) has introduced enhancements to the AIFC Legal Entities Framework to address the challenges faced by the AIFC Participants.

The amendments simplify certain corporate processes and overall ease of doing business by the AIFC Participants, including the following improvements:

• Transfer and registration of Shares and Debt Securities[1]: requirement on having a written instrument of transfer has been cancelled for Public Companies in respect of their Shares and Debt Securities, where such securities are admitted to trading on investment exchanges recognized by the AFSA and settled pursuant to the rules of such exchange;

• Non-cash consideration for Shares in Public Companies[2]: allotment of new Shares paid in-kind (non-cash consideration) is now exempt from the requirement to obtain an independent valuation, if the number of the allotted Shares does not exceed 5% of the total share capital;

• Public debt offering regime for Private Companies[3]: AIFC-incorporated Private Companies are released from obligation to obtain the Registrar of Companies’ approval in respect of public offering of their Debt Securities, if the Debt Securities are placed via the investment exchanges licensed by AFSA;

• Annual accounts distribution[4]: Companies may send annual accounts to its Shareholders by any means, including email address, and not only to each Shareholders’ postal address, as it was prescribed previously;

• Place of register and branch register[5]: AIFC-incorporated companies are required to keep their Register of Shareholders within the AIFC, including cases where the Register is maintained by an agent. Public Companies are permitted to establish branch register, which can be maintained by an overseas agent outside the AIFC;

• Voluntary strike off[6]: non-operating AIFC company may apply for simplified striking its name off the register of companies without appointing a liquidator and application of the voluntary winding up procedures under the AIFC Insolvency Regulations;

• Registered email address[7]: for enhancement of the communication each registered legal entity is required to maintain an up-to-date registered email address and notify the Registrar of Companies of any changes thereof;

• Register of Directors[8]: it is clarified that the AIFC Companies must notify the Registrar of Companies on any change in the Register of Directors, including a director’s residential address and email address. A resigning director must notify the Registrar of Companies of its resignation along with their written notice to the Company;

• Power of the Registrar of Companies[9]: the Registrar of Companies may require the Company to resolve inconsistencies in the documents delivered by the Company and kept by the Registrar of Companies.

The commencement date for the amendments is 1 January 2025.

The relevant amendments to the AIFC Companies Regulations, AIFC Companies Rules, AIFC General Partnership Regulations, AIFC General Partnership Rules, AIFC Limited Partnership Regulations, AIFC Limited Partnership Rules, AIFC Limited Liability Partnership Regulations, AIFC Limited Liability Partnership Rules, AIFC Non-Profit Incorporated Organisations Regulations, AIFC Non-Profit Incorporated Organisations Rules, AIFC Foundations Regulations are published on the AIFC website.

Reference: 

The Astana Financial Services Authority (AFSA) is the independent regulator of the Astana International Financial Centre (AIFC), which is established in accordance with the Constitutional Law of the Republic of Kazakhstan “On the Astana International Financial Centre” for the purposes of regulating financial services and related activities in the AIFC. AFSA administers the AIFC Regulations and Rules and is responsible for the authorisation, registration, recognition and supervision of financial firms and market institutions in the AIFC.

Over 3,500 firms from over 80 countries are registered in the AIFC. These firms provide banking, insurance, investment, professional and other services. The range of financial services offered at the AIFC is comparable to the list of services available in long-established financial centers of the world, such as London, Hong Kong, Singapore, Dubai and others. www.afsa.kz

The Astana International Financial Centre (AIFC) is an independent jurisdiction with a favourable legal and regulatory environment and a developed infrastructure for starting and doing business, attracting investment, creating jobs and developing Kazakhstan's economy. https://aifc.kz/ 

Contact information:

Public Relations and Communications Division of AFSA: +7 (717) 264 73 43; +7 7172 61-37-45 email: [email protected]

[1] Transfer and registration of securities are the processes, when a Person is involved in a sale and purchase transaction with a Company’s securities and transfer of title to such securities must be reflected in the Company’s Register of Shareholders or Debt Security Holders. This definition is provided for general understanding, for further details please refer to clause 54 (Transfer and registration of Shares and Debt Securities) of the AIFC Companies Regulations.

[2] Non-cash consideration for Shares in Public Companies is allotment of Shares as Paid-up (in part or in full) for consideration other than cash, subject to certain conditions as set out in the AIFC Companies Regulations. This definition is provided for general understanding, for further details please refer to clause 46 (Non-cash consideration for Shares in Public Company) of the AIFC Companies Regulations.

[3] Public offering regime is applicable to Debt Securities offerings made by Private Companies. For further details please refer to clause 50 (Prohibition of public offers by Private Companies) of the AIFC Companies Regulations.

[4] Please refer to clause 131 (Accounts) of the AIFC Companies Regulations.

[5] Please refer to clause 55 (Place where registers must be kept) and 55-1 (Branch register) of the AIFC Companies Regulations.

[6] Voluntary strike off is the process when a Company may, subject to certain conditions prescribed by the AIFC Companies Regulations, make an application to the Registrar of Companies to strike its name off the register of companies. Please refer to section 167 (Powers to strike off names of Regulated Entities from the Register) of the AIFC Companies Regulations.

[7] Registered email address is the main communication channel of a legal entity to which all communications and notices may be addressed. Please refer to clause 24-1 (Registered email address) of the AIFC Companies Regulations.

[8] Please refer to Chapter 9 (Directors and Secretaries) of the AIFC Companies Regulations.

[9] Please refer to clause 200-1 (Registrar’s notice to resolve inconsistency in Documents) of the AIFC Companies Regulations.