Annual General Meetings in Kazakhstan: A Practical Guide for Compliance Professionals

Understanding AGM requirements in Kazakhstan is essential for multinational companies operating in Central Asia’s largest economy. Whether your entity is structured as a Limited Liability Partnership (LLP) or Joint Stock Company (JSC), this guide walks you through the key deadlines, procedural requirements, and compliance obligations you need to know.

What Are the Legal Deadlines for Holding an AGM?

The timing depends on your entity type, and getting this wrong can trigger filing penalties.

Limited Liability Partnerships must hold their general meeting at least once a year. While the law does not prescribe a strict calendar deadline, LLPs must approve their annual financial statements within three months after the financial year ends. For entities with a December year-end, this effectively means holding the AGM by 31 March.

Joint Stock Companies have more flexibility. The annual general meeting must take place within five months after the financial year ends, meaning 31 May for calendar-year entities. If the company cannot complete its audit in time, this deadline can extend by up to three additional months, allowing until 31 August in exceptional circumstances.

Can the AGM Be Postponed?

For LLPs, Kazakhstan law does not explicitly address postponement procedures. The three-month financial statement deadline remains a firm constraint, so rescheduling options are limited in practice.

JSCs enjoy greater flexibility. If the audit cannot be completed on time, the board of directors may postpone the AGM. Shareholders must be informed of the new date, and the revised deadline extends the original five-month window by up to three months.

What Are the Consequences of Missing the Deadline?

Failing to hold the AGM on time leads to late filing of financial statements and potential penalties. Late payment interest accrues daily based on the National Bank base rate. Understating tax liabilities can result in significant fines, while concealed taxable income may attract even steeper penalties. These consequences make timely AGM compliance a priority for any entity operating in Kazakhstan.

Who Can Call the AGM?

For LLPs, the partnership agreement typically designates who convenes the meeting. This may be the executive body or another authorised person specified in the founding documents.

For JSCs, the board of directors convenes the AGM. An extraordinary general meeting can also be called by principal shareholders or the liquidation commission if the company is winding up.

What Notice Must Be Given to Participants?

Both entity types require advance written notice to participants.

LLPs must provide at least 30 days’ notice before the meeting. The notice must include the time, place, date, proposed agenda, meeting type, and voting procedures. Larger partnerships with 100 or more participants must also publish the notice in a designated publication.

JSCs must notify shareholders at least 30 calendar days in advance for standard meetings, or 45 calendar days for absentee or mixed voting. The notice must cover the company’s details, meeting logistics, agenda, and procedures for reviewing materials.

How Can the AGM Be Conducted?

Kazakhstan law offers flexible meeting formats for both entity types.

Physical meetings remain the traditional approach, with participants registering, confirming quorum, and voting on agenda items in person.

Written resolutions are available for single-participant LLPs and, under certain conditions, for JSCs where all shareholders agree.

Virtual or electronic meetings may be permitted if the entity’s charter or internal regulations provide for them. This offers practical advantages for multinational groups with participants across different time zones.

What Quorum Is Required?

LLP quorum requires participants holding more than 50% of total votes to be present or represented. Certain significant decisions require a 75% qualified majority, including charter amendments, reorganisation, liquidation, or pledging all partnership property. If quorum is not met, a reconvened meeting must occur within 45 days.

JSC quorum similarly requires shareholders or representatives holding 50% or more of voting shares. For adjourned meetings, this threshold drops to 40%, and companies with very large shareholder bases may proceed with even lower attendance at reconvened meetings.

How Do Voting Rights Work?

For LLPs, each participant’s voting rights are proportional to their share in the partnership. Decisions are made by open voting unless participants holding at least one-fifth of total votes request a secret ballot.

For JSCs, voting follows the “one share, one vote” principle, with cumulative voting applying to board elections. Secret voting must be used if shareholders holding at least one-fifth of total votes request it.

Can Shareholders Appoint Proxies?

Yes, both LLPs and JSCs allow participation through representatives.

LLP participants may appoint a representative through a power of attorney that complies with Civil Code requirements or is notarised. Members of the executive body and supervisory bodies generally cannot act as representatives.

JSC shareholders may likewise participate through representatives with a compliant power of attorney. Larger shareholders holding 10% or more of voting shares must provide written voting instructions on each agenda item, while smaller shareholders may appoint representatives without detailed instructions.

What Items Must the AGM Address?

Both entity types have mandatory agenda items defined by law.

LLP general meetings typically address charter amendments, formation of the executive body, election of supervisory bodies, approval of financial statements, distribution of net income, and decisions on reorganisation or liquidation.

JSC general meetings cover similar ground, including charter amendments, reorganisation or liquidation, share alterations, board elections, auditor appointments, financial statement approval, and dividend decisions.

Can Participants Propose Additional Agenda Items?

Yes, subject to certain thresholds and deadlines.

For LLPs, participants holding 5% or more of total votes may propose additional items at least 10 days before the meeting. The convening body must consider these proposals and inform participants of accepted amendments or provide reasons for refusal.

For JSCs, the board of directors forms the agenda, and principal shareholders may add items provided shareholders receive notice at least 15 days in advance. Changes to the agenda require majority approval at the meeting.

What Financial Statement Requirements Apply?

Both entity types must prepare and approve annual financial statements at their AGM.

LLPs must prepare statements according to approved forms and rules. An audit commission or external auditor must review the statements before the general meeting can approve them.

JSCs must have their financial statements audited annually. The board of directors must give prior approval at least 30 days before the AGM, and JSCs must publish their consolidated annual financial statements in mass media.

Large and public companies in Kazakhstan follow International Financial Reporting Standards (IFRS), while smaller entities may use national standards.

Which Entities Require a Statutory Audit?

Mandatory audits apply to several categories of entities in Kazakhstan, including Joint Stock Companies, insurance and reinsurance companies, subsoil users, banks, natural monopolies, and entities with government investment contracts. Other legal entities may voluntarily elect to be audited.

When Do Corporate Changes Take Effect?

Decisions requiring state registration, such as charter amendments or reorganisation, become effective only upon registration with the relevant authorities. Other decisions, like financial statement approval, typically take effect immediately upon AGM resolution.

How Are Dividend Decisions Made?

LLP dividends are decided by the general meeting and become effective upon resolution.

JSC dividends require approval by a simple majority of voting shares. The decision must be published in mass media within 10 business days, including details such as the company’s name, dividend amount per share, payment start date, and payment procedure. Dividends cannot be paid if the company’s equity is negative or if the company is insolvent.

What Document Signing Requirements Apply?

Kazakhstan recognises handwritten signatures for corporate documentation. E-signature platforms are not yet officially accepted for corporate filings.

Documents requiring state registration must be signed, apostilled, and submitted in Kazakhstan. Internal documents that do not require filing may be signed with a wet signature and company stamp without apostille or notarisation.

How Must AGM Minutes Be Archived?

LLPs must maintain a minute book kept by the executive body. Partners may request certified extracts at any time.

JSCs must retain extensive documentation throughout the company’s existence, including the charter, foundation meeting minutes, state registration certificates, shareholder lists, AGM minutes, voting protocols, and board meeting minutes. Financial statements must be kept according to the terms established by Kazakhstan legislation.

What Filing Deadlines Apply After the AGM?

Annual CIT declarations are due by 31 March of the following year, with a possible 30-day extension available upon request.

Entities that are not JSCs, not listed, and not companies of public interest have no obligation to file financial statements with public authorities. However, internal preparation and approval remain required for all entities.

What’s Next?

Managing an AGM in Kazakhstan requires detailed planning and full legal awareness. For more insights into AGM processes in other jurisdictions, explore our articles Officer Change in Japan: Key Legal and Compliance Insights.

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