Establishment and Regulation of Certain Legal Entities in the Jurisdiction of the Astana International Financial Centre in Accordance with Its Rules and Regulations

We continue our series of articles addressing the most frequently asked and relevant questions from our clients. In particular, many are currently interested in the requirements related to the establishment and regulation of certain legal entities within the jurisdiction of the Astana International Financial Centre (the “AIFC”) in accordance with its rules and regulations.

In view of the above, we will examine the process of registering a Non-Profit Incorporated Organisation, as we increasingly receive requests for the establishment of legal entities of this category.

The activities of a non-profit incorporated organisation (the “Non-Profit Organisation” or the “Organisation”) are regulated by the AIFC Non-Profit Incorporated Organisations Rules (the “Rules”). Below, we outline the key requirements and restrictions set out in the Rules for this type of legal entity.

Key Requirements for a Non-Profit Organisation

General Provisions

• A Non-Profit Organisation must be registered in the AIFC.
• The Organisation has legal entity status and may engage in activities within the permitted scope.
• The Organisation must not operate for commercial or financial gain for its members.

Permitted Activities

Permitted activities include:

• Professional and financial services (unless prohibited by the rules).
• Activities aimed at developing financial services.
• Other activities authorized by the Registrar of Companies.

Financing and Accounting

Funding sources may include:

• Membership fees.
• Grants and donations.
• Other approved sources of income.

Accounting records must:

• Provide an accurate representation of the Organisation’s financial position.
• Be retained for at least six years after their creation.
• Be accessible for review by the Organisation’s members.

If annual income exceeds USD 500,000, an audit is required.

Membership and Governance

To register a Non-Profit Organisation, the following must be submitted:

• An application specifying the name and types of activities.
• The Organisation’s Charter.

The Organisation must have a registered office and an electronic address in the AIFC.

The name must include the words “Non-profit Organisation” (if not already in the name).

The Charter of a Non-Profit Organisation must, among other requirements:

• Be in English and contain consecutively numbered paragraphs.
• Conform to the Organization’s authorized activities and include the provisions required by the Rules.

Reporting and Amendments

Any changes (e.g., change of founders, name, or activities) must be reported to the Registrar within 30 days.

All financial documentation must be submitted within the prescribed deadlines.

Liquidation of the Organisation

Voluntary dissolution is possible by decision of the founders, provided no outstanding debts exist.

The Registrar may liquidate an organisation in cases of:

• Violations of AIFC legislation.
• Activities detrimental to the interests of the AIFC.

Remaining assets cannot be distributed among members and must be transferred to another non-profit organisation or to government authorities.

Anti-Money Laundering (AML) Measures and Transparency

The Organisation must:

• Report suspicious transactions to the AFSA.
• Maintain records of all financial operations for at least six years.
• Use financial intermediaries registered in the AIFC or FATF member jurisdictions.

Ultimate Beneficial Ownership Requirements

The Organisation must disclose information on its ultimate beneficial owners in accordance with AIFC regulations.

Whistleblowing Protection

The Organisation must comply with rules protecting employees or third parties who report violations.

If you have any questions regarding the matters outlined above, please feel free to contact us. We will be happy to assist you.