15 March 2022
1. Who can be a founder(-s) of a legal entity?
2. What documents are required for registration of a legal entity?
3. What are the formal requirements for the registration documents?
4. Which public authorities are responsible for registration of legal entities?
5. How long does it take to register a legal entity?
6. How to obtain a seal of a legal entity?
7. What is the procedure for opening bank account of a legal entity?
8. What are the requirement for authorized capital?
There are various types of legal structure for businesses in the Kyrgyz Republic (KR). However, since the most common legal structures having a number of advantages are a limited liability company (LLC) and a joint stock company (JSC), we will refer to them in answering the questions below.
1. Who can be a founder(-s) of a legal entity?
LLCs/JSCs can be founded by one or more entities, which might be both individuals and legal entities. JSCs can be also founded by the KR Cabinet of Ministers and local self-government authorities.
LLCs/JSCs cannot have another business entity as its sole founder/shareholder (participant), if this legal entity consists of only one person. LLCs must not have more than 30 and closed JSCs more than 50 participants, while open JSCs may have an unlimited number of participants.
If the number of participants of an LLC/closed JSC exceeds the established threshold, this legal entity must, within one year, change its legal structure to suit the legal requirement. However, if the respective change has not occurred, and one year later, the number of its members still exceeds the limit established for this business legal structure, such legal entity will be liquidated through judicial process.
2. What documents are required for registration of a legal entity?
For registration of a legal entity, the following documents must be submitted to the registration authority:
• Established form of application for registration;
• Participant’s resolution to establish a legal entity;
• Copy of the participant’s passport (if the participant is an individual);
• Copy of the certificate of state registration (if the participant is a local legal entity);
• Copy of the passport of CEO of a legal entity;
• Other data provided by KR law.
A foreign legal entity being the participant of a KR legal entity must additionally submit a legalized/apostilled extract from the state register or other certificate of good standing in accordance with the legislation of its country. The filing period for the extract from the state register or other certificate of good standing in accordance with the legislation of its country must not exceed 6 months from the date of issuing the said documents.
The Bylaws/Charter and foundation agreement are not required to be submitted to the registration authority except for the founding documents of financial/lending and other institutions licensed and/or regulated by the National Bank of KR.
3. What are the formal requirements for the registration documents?
The participant’s decision to establish a legal entity must be signed by each participant and contain the following data:
• Name of the to-be-registered legal entity in Kyrgyz and Russian;
• Legal address of the newly established legal entity;
• Data about each participant including the last name, first name and patronymic, place of residence (for natural persons), or full name, place of location (for legal entities);
• Amount of the charter capital and amount of each participant’s share in the charter capital of a legal entity;
• Last name, first name and patronymic of the chief executive officer.
The signature of the authorized representative of the legal entity on the decision establishing the legal entity must be attested by its seal or certified by the notary. The signature of the participant being a natural person must be certified by the notary.
The registration documents must be submitted to the registration authority either in Kyrgyz or in Russian. The documents prepared in a foreign language must be submitted to the registration authority together with the notarized translation into Russian or Kyrgyz.
4. Which public authorities are responsible for registration of legal entities?
The KR Ministry of Justice and its territorial units are responsible for state registration of legal entities in KR.
State registration of legal entities is carried out by the registration authority according to the principle of a single window, which means that the state registration of legal entities is performed in the registering, tax, statistics and KR Social Fund at the same time. In practice, after state registration with the KR Ministry of Justice or its respective territorial unit (at the place of location of the legal entity) the legal entity must submit necessary documents to the tax authority and social fund at the place of its location for recording purposes.
In case of state registration of financial and lending institutions, it is required to submit the written consent of the KR National Bank or its territorial unit. Also, in the cases established by law, the preliminary written consent of the KR state antimonopoly authority is required.
In case of establishing a legal entity in the form of a JSC, you must register it with the State Service for Regulation and Supervision of Financial Market under the KR Ministry of Economy and Commerce within not later than 1 month from the date of state registration of the initial share issue.
5. How long does it take to register a legal entity?
State registration of legal entities by the justice bodies is performed within 3 business days from the date of submission to the respective justice body of all necessary documents required by the legislation.
Financial and lending institutions are registered by the justice bodies within 10 calendar days.
Registration with the tax and social fund authorities is performed within 5 working days from the date of submission of the necessary documents, but after completion of registration with the justice authorities.
6. How to obtain a seal of the legal entity?
After receiving from the justice body the certificate of state registration indicating a taxpayer’s identification number (TIN) a legal entity can order a seal to be made by a private company making seals.
7. What is the procedure for opening bank account of a legal entity?
Having completed registration with the justice, tax and social fund authorities, a legal entity has the right to open a bank account in any bank of the Kyrgyz Republic.
To open a bank account, it is necessary to provide, in addition to the registration and constituent documents of the legal entity itself, documents that allow to identify the ultimate beneficiary of banking services.
At the link below you can find a list of all commercial banks in KR:
https://www.nbkr.kg/index1.jsp?item=69&lang=ENG
8. What are the requirements for authorized capital?
Pursuant to KR law, the authorized capital defines the amount of the property of a legal entity guaranteeing interests of its creditors. The amount of the authorized capital of the legal entity is defined by its participants in its constitutive documents. It should be noted that in JSCs the authorized capital must not be less than KGS 100,000, whereas in LLCs the authorized capital may be minimal, even KGS 1.
In JSCs, the authorized charter capital must be fully paid up at the moment of its establishment. As regards LLCs, their authorized capital must be paid up by its participants in full within 1 year from the moment of state registration of LLC with the justice body. If the authorized capital is not fully paid up within 1 year, LLC must either announce a decrease in the authorized capital and register its decrease as required or cease operation through liquidation.
Participants of LLC or shareholders of JSC who fail to fully pay up their contributions to a LLC or the value of shares in a JSC bear joint liability for obligations of the legal entity to the extent of the value of the unpaid contribution or value of shares.
Contribution to the authorized capital of the legal entity may include money, securities, movable or immovable property or proprietary rights, having monetary value. Monetary evaluation of the contribution of the participant is made by the agreement of the participants of the legal entity, and in cases provided by law is subject to independent expert appraisal.
As of March 2022
10 November 2021
Personal scholarship named after Gulnara A. Kalikova
We are thrilled to announce the establishment of the special scholarship for the AUCA IBL students initiated by Kalikova & Associates, one of the largest and leading law firms in the Kyrgyz Republic.
The scholarship is established by the current shareholders and team members of Kalikova & Associates law firm in recognition of its founder, Ms. Gulnara A. Kalikova, an eminent and respected lawyer in the Kyrgyz Republic. Ms. Gulnara A. Kalikova holds a PhD in Jurisprudence, is the first-ever Kyrgyz citizen to receive an academic degree from Harvard Law School, author of many articles and analytical notes in the field of law, state governance, economics and education. Ms. Gulnara A. Kalikova is a prominent example of a self-made woman leader, who has achieved personal and professional success. In addition to a flawless career in the legal profession, Ms. Gulnara A. Kalikova is known for her philanthropy, social and environmental activism, mentorship and comprehensive support to the growing generation of young professionals.
Scholarship amount: $100 a month
Payout period: 9 academic months (5 months for 2021-2022 Scholarship starting January 2022) without the right for further renewal and is paid on a monthly basis until the tenth of each month from September to May inclusive.
Selection criteria: Applicants for the Scholarship should be citizens of the Kyrgyz Republic who are 2–4-year students of the AUCA IBL department and meet the following selection criteria:
· High academic performance (especially in legal subjects), cumulative average grade (GPA) should be not less than 3.0
· Active participation in the public life of IBL department and/or university (volunteering experience will be an advantage)
· Participation in academic/student conferences, publications, as well as work in legal clinics, courts game and/or internships in the field of jurisprudence are encouraged
* Applications from students from regions and/or low-income families are encouraged.
Selection stages: The Scholarship Competition is held once a year from April 1 to April 30. The competition consists of the following stages:
· Acceptance of applications and necessary documents from applicants for the Scholarship
· Interview with shortlisted Scholarship applicants.
The Scholarship Committee will consist of the following:
· a dean/deputy dean of the AUCA IBL department
· a representative of Kalikova & Associates
· Gulnara A. Kalikova or a member of her family
The Scholarship Committee will collect and verify documents, interview candidates, and make a decision on the award of Scholarship. The Scholarship will be awarded annually to one IBL student.
Scholarship for the 2021-2022 academic year: The Scholarship Competition for the 2021-2022 academic year will be held from November 10 to December 15, 2021. To participate in the competition for the Scholarship please send the following documents in PDF format to office@ka.legal by November 30, 2021 (cc: law@auca.kg) indicating in the subject line “Personal scholarship named after Gulnara A. Kalikova”:
· Free form motivation letter
· CV
· Copy of the transcript
· One recommendation letter from a professor
· Other additional documents are optional (e.g. articles, conference presentations, etc.)
Important dates:
· November 10 - start of accepting applications for the Scholarship
· November 30 - deadline for submission of the application for the Scholarship
· December 1-12 - screening applications, compiling a short list of applicants, interviewing short-listed applicants
· December 15 - announcement of the results of the competition for the Scholarship on the websites and/or pages in social networks of the AUCA (www.auca.kg) and/or Kalikova & Associates (www.k-a.kg)
** The scholarship for the 2021-2022 academic year will be awarded for a period of 5 academic months without the right to further renewal and will be paid on a monthly basis until the tenth day of each month, from January to May 2022, inclusive.
05 October 2021
Magomed Saaduev, partner at K&A Legal, prepared an article dedicated to practical implications of the new PPP Law adopted on August 11, 2021. The article contains analysis of implementation practices of the new PPP Law with a description of the most critical issues faced in practice while working on certain PPP projects in Kyrgyzstan.
27 August 2021
On August 11, 2021, the President Japarov signed a new Public-Private Partnership Law (the "New PPP Law "), effective from August 22, 2021. The main changes to PPP regulations are:
1. The large-scale PPP projects attracting over KGS 1 billion investment can be awarded by direct negotiation, do not require tender, and a private partner can be directly selected by a public partner;
2. The PPP projects attracting over KGS 100 million investment can be awarded through tender by the Ministry of Investment, while the projects attracting under KGS 100 million investment can be awarded through tender by the central government or local self-government authorities, or state-owned or municipal enterprises or institutions in the relevant industry;
3. The PPP projects attracting over KGS 100 million investment require 2 public partners who jointly execute a PPP agreement with a private partner: in all projects, the first public partner must be the designated PPP authority, currently, the Ministry of Investment of the Kyrgyz Republic, and the second public partner must be a public authority in the relevant industry, or local self-government authority, or state-owned or municipal enterprises or institutions, or joint- stock companies having 50 or more government ownership;
4. The term of the PPP agreement is unlimited (previously it was limited to 30 years with the possibility of extension), however, the New PPP Law stipulates that contributions to a PPP project can be made for a term of up to 49 years; and
5. Finally, the New PPP Law protects private partners in PPP projects by prohibiting compliance and regulatory audits, except tax audits, during 3 years after signing a PPP agreement.
Please see the text of the New PPP Law using the following link
15 July 2021
Marina Lim, partner and Jyldyz Tagaeva, junior partner at Kalikova & Associates co-authored the aviation chapter on Kyrgyzstan, part of the Thomson Reuters' Aviation Finance Guide covering more than 50 jurisdictions worldwide.
Marina Lim and Jyldyz Tagaeva prepared an overview of the aviation legislation and rules in the Kyrgyz Republic, describing the requirements applicable to aircraft registration, aircraft leasing and mortgage registration, aircraft foreclosure and related taxation.
K&A Aviation Team has an extensive experience providing services to aviation clients in the following areas: mergers and acquisitions, corporate governance, safety standards, aircraft financing and leasing, competition, licensing, jet fuel supply, certification, personnel certification, ground maintenance and legal regulation of airports. We also advise on commercial procurements, use of information and communication technologies by air companies. Among K&A strength is experience in law drafting. K&A Aviation Team has been involved in drafting of the Air/Aviation Code and actively participates in investment, licensing, taxation law drafting processes representing business interests. Such specialized expertise is supplemented by K&A’s knowledge in other business areas, such as labor, tax and customs matters, insurance, environmental protection and personal data protection. For more information about our firm, please visit our website http://www.k-a.kg/eng or contact us at lawyer@k-a.kg
11 February 2021
The K&A team has prepared a newsletter covering past and upcoming 2021 elections and referendum, the first decrees of the newly elected President Sadyr Japarov (in particular the decree on reforming the mining industry) and the temporary moratorium on issuing new gold licenses.
03 April 2020
Under the emergency conditions, the commandant of the city of Bishkek adopted a number of orders regulating the activities of the commandant’s office and aimed at maintenance of public order and preventing the spread of coronavirus infection. The text of the commandant’s orders below:
Disclaimer: The translation of the Commandant’s orders from Russian into English is unofficial and provided for reference only, therefore K&A and its lawyers cannot be held responsible for any erroneous translations and content of the orders.
31 March 2020
Due to the spread of COVID-19 in the Kyrgyz Republic and around the world, K&A lawyers have prepared a list of normative legal acts, which have been adopted in the country due to the pandemic. The acts are aimed to regulate the interaction between government authorities, local self-government bodies, legal entities and natural persons in the time of the state of emergency as well as they are aimed to virus spread control and mitigation of its consequences. In addition to that, we have prepared a list of legislative changes introduced in the Kyrgyz Republic in response to the COVID-19 pandemic sorted by industries and in chronological order.
13 December 2019
K&A practice in the field of labor relations includes not only advising clients on the issues of labor law, but also active participation in the development of effective solutions to improve the regulatory framework. On December 11, 2019, K&A partner Magomed Saaduev has taken part in a panel discussion of the IBC Human Resources Committee and presented on the issue of introducing additions to the Labor Code of the Kyrgyz Republic regarding the regulation of distance labor relations. Global trends in the labor market, as well as the experience of neighboring countries, indicate the growing importance of the issue of regulating the labor relations of employees working remotely, i.e. outside the employer's office. The introduction of these amendments to the Labor Code will facilitate the involvement of persons with disabilities, retired persons, women with many children, etc. in the economy. As a result of the discussion, the committee members supported the proposals and agreed on further steps.
10 September 2019
Dear colleagues,
We are pleased to invite you to participate at the international IBA Europe - Caucasus - Asia Forum (IBA ECA Forum), which will be held from October 31 to November 2, 2019 in Tbilisi, Georgia.
Managing partners, leaders of practice, legal advisers and other senior-level professionals representing the ECA region or interested in it will take part in the IBA ECA Forum. In addition to discussing current issues in the legal services market and legal practice, an excellent cultural program will be offered as part of the IBA ECA Forum.
Key topics of the Forum:
• Legal issues in investing in the countries of the Caucasus and Central Asia
• A “journey” on investment risks in times of uncertainty in Russia, Ukraine and Belarus
• Services for international clients: what does it mean to work with clients operating all over the world?
• The environment of the legal profession: “non-recruitment” of employees, agreements establishing the level of salaries, as agreed by employers at the same industry level, exchange of confidential information, and other practices of unfair competition in the field of human resources management
• How can we promote equality, diversity and inclusiveness in legal profession?
• “Burnout” of lawyers: an inevitable phenomenon?
• M&A deals in the ECA region
• Taxation in the countries of the region: CIS and other countries
• Settlement of disputes in the region.
(!) Register before September 20, 2019 to receive a discount on early registration:
https://www.int-bar.org/Conferences/conf980/binary/980%20Tbilisi%202019%20programme.pdf
You can obtain more detailed information about the program and conditions for participation in the IBA ECA Forum at the following email addresses: lpruidze@fsgeorgia.ge or iba@int-bar.org.
IBA ECA Forum is the largest regional forum and the place where we meet our colleagues, share knowledge and experience.
Respectfully,
K&A team
Location map