AIFC & AFSA Law — Practical FAQ & Guide
A plain-language reference to the law of the Astana International Financial Centre (AIFC) and the rules of its regulator, the Astana Financial Services Authority (AFSA). Each answer points to the primary source so you can verify the rule in force.
About the AIFC & AFSA
What is the Astana International Financial Centre (AIFC)?
The AIFC is a financial free zone based in Astana, Kazakhstan, operating under its own legal framework built on the principles of English common law. It has an independent regulator (AFSA), an independent court (the AIFC Court), an international arbitration centre (IAC), and its own exchange (AIX). English is the official language of the AIFC.
Primary source: aifc.kz — AIFC Constitutional Statute and Regulations.
Who is AFSA and what does it regulate?
The Astana Financial Services Authority (AFSA) is the independent regulator of the AIFC. It authorises and supervises firms conducting regulated financial services and market activities, administers the companies register (Registrar of Companies), and enforces the AIFC financial-services framework, including prudential, conduct and anti-money-laundering requirements.
Primary source: afsa.aifc.kz; AIFC Financial Services and Markets Regulations (FSMR).
How is the AIFC different from the DIFC or ADGM?
Like the DIFC (Dubai) and ADGM (Abu Dhabi), the AIFC is an English-common-law financial free zone with an independent court and regulator. Many AIFC acts are modelled on DIFC/ADGM and UK precedents, which makes the frameworks broadly comparable. The differences lie in the specific thresholds, fees, tax regime and the surrounding law of the Republic of Kazakhstan, which continues to apply outside the AIFC's regulated perimeter (for example to certain cross-border tax matters).
Primary source: compare the acts at orderly.myafsa.com.
Does AIFC law or Kazakhstan law apply to my company?
Within its defined scope, the AIFC applies its own acts (company law, financial services, employment, insolvency). The law of the Republic of Kazakhstan continues to apply to matters outside that scope — notably criminal law, certain tax questions involving Kazakhstan-source income, and dealings with Kazakhstan state bodies. Identifying which regime governs a specific question is often the decisive issue.
Primary source: AIFC Constitutional Statute; aifc.kz.
Company registration
What types of company can I register in the AIFC?
Common vehicles include the Private Company (Ltd), the Public Company (Plc), the Recognised Company (branch of a foreign company), the Special Purpose Company (SPC) used in structured finance and holding structures, and the AIFC Foundation. The right vehicle depends on whether you are trading, holding assets, raising capital or ring-fencing risk.
Primary source: AIFC Companies Regulations and Rules — orderly.myafsa.com.
Is there a minimum share capital for an AIFC Private Company?
An AIFC Private Company has no mandatory minimum share capital by default. Minimum capital requirements arise separately where the company seeks an AFSA licence to conduct a regulated activity — those are prudential (regulatory capital) requirements, not company-law share capital.
Primary source: AIFC Companies Rules; for regulated firms see PRU(INV) at orderly.myafsa.com.
Do I need a physical office in the AIFC?
AIFC companies must maintain a registered office address in the AIFC. The extent of real physical presence and staff you need is driven less by company law and more by (a) the nature of any regulated activity and (b) tax substance requirements if you rely on AIFC tax incentives. See the substance section below.
Primary source: AIFC Companies Rules; AIFC substance guidance — aifc.kz.
What is an AIFC Special Purpose Company (SPC)?
An SPC is a lightweight vehicle designed for a specific transaction or structure — securitisation, holding, financing or fund structuring. It has simplified administration but is restricted to its stated special purpose and to a defined class of permitted activities.
Primary source: AIFC Special Purpose Company Rules — orderly.myafsa.com.
What is an AIFC Foundation?
An AIFC Foundation is an orphan legal person with no shareholders, used for wealth structuring, succession planning and holding assets for a purpose or beneficiaries. It combines features of a trust and a company and is governed by its charter and by-laws.
Primary source: AIFC Foundations Regulations — orderly.myafsa.com.
How do I notify the Registrar of changes (directors, charter, UBO)?
Changes such as amendments to the charter, directors, registered office or ultimate beneficial ownership must be filed with the AIFC Registrar within the period set by the Companies Regulations/Rules. Confirm the exact number of days against the edition in force rather than assuming a standard figure.
Primary source: AIFC Companies Regulations/Rules — orderly.myafsa.com.
Licensing & regulated activities
Which activities require an AFSA licence?
Financial services such as Dealing in Investments, Managing Investments, Advising on Investments, Arranging deals, Managing a Collective Investment Scheme, Providing Custody, and Banking are regulated activities that require authorisation from AFSA. General commercial consulting that is not a financial service is typically not regulated.
Primary source: FSMR, Schedule 1 (Regulated Activities) — orderly.myafsa.com.
What is a Permission Schedule and why does it matter?
An authorised firm's Permission Schedule lists exactly which regulated activities it may perform. Carrying on an activity not listed is a breach — for example, a firm licensed for Managing a Collective Investment Scheme is not automatically permitted to act as Fund Administrator; that is a separate regulated activity that must appear on the schedule.
Check any firm's permissions at publicreg.myafsa.com; FSMR Schedule 1.
What is the difference between Managing Investments and Managing a CIS?
Managing Investments means managing a client's portfolio on a discretionary basis. Managing a Collective Investment Scheme means operating a fund (a pooled vehicle) as its Fund Manager. They are distinct regulated activities with different rulebooks and capital requirements; holding one does not grant the other.
Primary source: FSMR; AIFC Collective Investment Scheme Rules — orderly.myafsa.com.
Do I need AFSA approval before a change of control?
Yes. Acquiring control of an authorised firm generally requires prior AFSA approval of the new Controller. Closing without approval is a breach and can expose the transaction to regulatory action. A change of control also triggers a fresh Fit & Proper assessment of approved individuals and may prompt a review of prudential requirements.
Primary source: FSMR; AIFC GEN rules — orderly.myafsa.com.
What are the AFSA fees for authorisation and annual supervision?
AFSA and Registrar fees are set out in the AIFC FEES rules and depend on the activity and firm category. Because the schedule is periodically updated, verify the current amounts in the FEES edition in force rather than relying on older figures.
Primary source: AIFC FEES Rules — orderly.myafsa.com.
What penalties can AFSA impose?
AFSA's financial penalties are largely discretionary — there is generally no fixed maximum sum stated in USD. The sanction is determined by AFSA in light of the circumstances, alongside other measures (directions, restrictions, withdrawal of authorisation). Do not assume a fixed penalty ceiling.
Primary source: FSMR (Enforcement); AIFC Enforcement framework — orderly.myafsa.com.
Funds & collective investment schemes
What fund types exist in the AIFC?
The AIFC recognises, broadly, Exempt Funds (offered to professional/qualified investors on a private-placement basis), Non-Exempt (retail) Funds, and specialist categories. Exempt Funds have lighter obligations reflecting their sophisticated investor base; retail funds carry fuller disclosure, governance and oversight requirements.
Primary source: AIFC Collective Investment Scheme Rules (CIS Rules) — orderly.myafsa.com.
Does a fund need an Eligible Custodian?
As a general rule a Fund must appoint an Eligible Custodian and a Fund Administrator acceptable to AFSA. There are exceptions: the Fund Manager need not appoint an Eligible Custodian where, given the nature of the Fund and the type of assets, it is neither practical nor proportionate (subject to conditions on how title is held), and AFSA may grant a case-by-case exemption. Whether a custodian is required directly affects the base-capital figure.
Primary source: CIS Rules, Rule 8.2; AIFC Guidance for Fund Management — orderly.myafsa.com.
What must a fund's offering document contain?
A fund's information memorandum / prospectus must contain all information material to an informed investment decision. Misstatements or omissions attract liability; a due-diligence defence is available only to those who can show a documented verification process. Marketing of funds is restricted under the CIS Rules.
Primary source: CIS Rules (offering & marketing); AIFC Market Rules — orderly.myafsa.com.
Can a Fund Manager also act as Fund Administrator?
Only if its Permission Schedule expressly includes "Administering a Collective Investment Scheme". Administering a CIS is a separate regulated activity; performing it without the permission is a breach even for a licensed Fund Manager.
Primary source: FSMR, Schedule 1; verify permissions at publicreg.myafsa.com.
Regulatory capital
What is the Base Capital Requirement for an investment firm?
The AIFC Prudential Rules for Investment Firms — PRU(INV) — set a Base Capital Requirement by licence category. Indicative orientations are: Advising / Arranging / Dealing as agent (matched principal) around USD 50,000; Managing Investments around USD 150,000; Dealing as Principal around USD 500,000. Actual regulatory capital is the higher of the base figure and an expenditure-based or risk-based requirement, so it can exceed the base. Verify the exact figure in the edition in force.
Primary source: PRU(INV), Base Capital table — orderly.myafsa.com.
What base capital does a Fund Manager need?
For a Fund Manager the base figure depends on the fund type and on whether an Eligible Custodian is required. As an orientation, an Exempt-Fund manager sits at the lower end and a retail (Non-Exempt) manager higher; where an Eligible Custodian is required but not appointed, the base figure can rise materially (up to the order of USD 500,000). Confirm the applicable figure against the fund type and custody arrangement.
Primary source: PRU(INV); CIS Rules Rule 8.2 — orderly.myafsa.com.
Is regulatory capital just the base figure?
No. Regulatory capital equals the greater of the Base Capital Requirement and the applicable Expenditure-Based or Risk-Based requirement. A firm with high fixed costs or a higher risk profile may need to hold more than the base figure suggests.
Primary source: PRU(INV) — orderly.myafsa.com.
Tax & incentives
What tax incentives does the AIFC offer?
AIFC participants carrying on qualifying activities benefit from an exemption from Kazakhstan corporate income tax (and certain other taxes) on qualifying income. The incentive regime is currently legislated to run until 1 January 2066. The exemption is tied to qualifying activities and to meeting substance requirements — it is not automatic.
Primary source: Constitutional Statute on the AIFC; Tax Code of the Republic of Kazakhstan — aifc.kz, adilet.zan.kz.
What is the standard corporate income tax rate in Kazakhstan outside the incentive?
The standard corporate income tax (CIT) rate in Kazakhstan is 20%. AIFC qualifying activities can benefit from a 0% rate on qualifying income within the incentive period, but income falling outside the qualifying scope is taxed under the ordinary regime.
Primary source: Tax Code of the Republic of Kazakhstan — adilet.zan.kz.
How is withholding tax on dividends and interest to non-residents treated?
Under the Kazakhstan Tax Code, the general withholding tax rate on income of a non-resident such as dividends is commonly 15%, and interest on loans is commonly 10% — subject to the specific article and to any applicable double-tax treaty. Payments between two Kazakhstan residents follow the resident regime instead, so the non-resident rate does not automatically apply. Always confirm the rate for the exact payment and counterparty.
Primary source: Tax Code of the Republic of Kazakhstan — adilet.zan.kz.
What is the VAT rate in Kazakhstan?
The standard VAT rate in Kazakhstan is 16%. Specific supplies may be exempt or zero-rated; verify the treatment of your particular supply.
Primary source: Tax Code of the Republic of Kazakhstan — adilet.zan.kz.
What is the AIFC Investment Resident Programme?
The AIFC Investment Resident Programme (ITRP) offers a residence pathway to foreign nationals who make a qualifying investment (from the order of USD 60,000, with the exact threshold set by the programme rules in force). It is distinct from the tax incentives available to AIFC companies.
Primary source: AIFC Investment Residence rules — aifc.kz.
Substance requirements
What are substance requirements and why do they matter?
To rely on AIFC tax incentives, a company must have genuine economic substance in the AIFC — real activity, adequate qualified staff, premises and expenditure proportionate to its income, and its core income-generating activities (CIGA) actually carried out in the AIFC. Substance is what separates a legitimate structure from one exposed to challenge.
Primary source: AIFC substance guidance; Tax Code — aifc.kz.
What is "mind and management" and why is it central?
"Mind and management" refers to where real managerial and strategic decisions are actually taken. If decision-making is split or sits outside the AIFC, both the Kazakhstan tax incentive (no genuine substance) and any defence against foreign controlled-foreign-company or principal-purpose challenges are undermined. Split mind and management is typically the single biggest vulnerability in a structure.
Primary source: AIFC substance guidance; OECD BEPS principles — aifc.kz.
What happens if a company fails substance requirements?
Consequences include loss of tax incentives and re-assessment of tax, penalties, and in extreme cases removal from the register (strike-off). In practice AFSA and the tax authorities often allow a remediation period before applying the harshest measures, but reliefs are materially weaker without genuine substance. Requirements are lighter for a pure equity-holding company.
Primary source: AIFC substance guidance; Tax Code — adilet.zan.kz.
Digital assets & fintech
How are digital assets regulated in the AIFC?
Digital asset activities in the AIFC are governed by the AIFC Rules on Digital Asset Activities (DAA), with dedicated requirements for Digital Asset Service Providers (DASPs), trading facilities and custody. The rulebook is updated periodically; check the current version for the latest amendments.
Primary source: AIFC Rules on Digital Asset Activities (DAA) — orderly.myafsa.com.
Do I need a licence to run a crypto exchange or custody service in the AIFC?
Yes. Operating a digital asset trading facility or providing custody of digital assets are regulated activities requiring AFSA authorisation, with associated conduct, disclosure (including white-paper requirements for token issuance) and prudential obligations.
Primary source: DAA Rules — orderly.myafsa.com.
How does the Digital Code of Kazakhstan interact with an AIFC fintech?
An AIFC fintech can face two layers at once: AIFC/AFSA rules for its regulated activity, and the law of the Republic of Kazakhstan — including the Digital Code and the Law on Artificial Intelligence — for matters such as data, AI systems and cross-border processing that fall outside the AIFC perimeter. Mapping which layer governs each obligation is essential.
Primary source: DAA Rules; Digital Code of the Republic of Kazakhstan — adilet.zan.kz.
Disputes & the AIFC Court
What is the AIFC Court and what does it hear?
The AIFC Court is an independent common-law court with exclusive jurisdiction over civil and commercial disputes arising in the AIFC or relating to AIFC operations, and disputes the parties have agreed to submit to it. It applies AIFC law and operates in English, separately from the courts of the Republic of Kazakhstan.
Primary source: AIFC Court Regulations and Rules — aifc.kz.
Can I challenge an AFSA decision, and where?
Decisions of AFSA can be subject to internal review by the Regulatory Committee and then to judicial review by the AIFC Court under the Financial Services Framework Regulations. The Court examines legality and procedural fairness. Note that tax assessments by the Kazakhstan revenue authority are challenged through the Kazakhstan procedure, not the AIFC Court.
Primary source: Financial Services Framework Regulations (FSFR), s.11 — aifc.kz.
What is the IAC (International Arbitration Centre)?
The AIFC International Arbitration Centre offers arbitration and mediation for commercial disputes as an alternative to litigation, with its own rules and panel of arbitrators. Parties can choose the IAC by agreement, including in cross-border contracts.
Primary source: AIFC IAC Rules — aifc.kz.
Employment
Does AIFC employment law or Kazakhstan labour law apply to my staff?
Employees of AIFC bodies and participants are generally covered by the AIFC Employment Regulations, which set out contracts, working time, leave, termination and end-of-service entitlements under a common-law-style regime. Confirm coverage for your specific role and entity, as some situations interact with Kazakhstan law.
Primary source: AIFC Employment Regulations — orderly.myafsa.com.
What are the key obligations when hiring in the AIFC?
Employers must provide a written contract, observe minimum leave and working-time standards, operate lawful termination and notice processes, and meet visa and work-permit requirements for foreign staff. Regulated firms additionally face Fit & Proper and approved-individual requirements for controlled functions.
Primary source: AIFC Employment Regulations; AFSA GEN — orderly.myafsa.com.
Using AIFCLex
What is AIFCLex?
AIFCLex is an AI legal research assistant focused on AIFC and AFSA law. For each question it retrieves the relevant passages of official AIFC acts and AIFC Court judgments and answers from them, citing the source. It is built by practitioners at an AFSA-licensed asset-management firm as the compliance tool they use themselves. The operator of the service is Sole Proprietor "Vibe MKK".
Try it: aifclex.ai.
Does AIFCLex give legal or investment advice?
No. AIFCLex provides legal information, not legal, tax or investment advice, and does not make personal investment recommendations. It is designed to help you find and understand the applicable rules quickly, with links to the primary source — not to replace a licensed adviser.
See the disclaimer at the top of this page.
How current is the information?
The knowledge base is maintained against official AIFC sources and is refreshed as acts and judgments change, but editions and thresholds move over time. Always verify a specific figure, rule number or deadline against the edition in force at orderly.myafsa.com and aifc.kz.
Primary sources: orderly.myafsa.com, aifc.kz.
In which languages is AIFCLex available?
The interface and answers are available in English (default), Russian and Chinese. The underlying AIFC acts are in English; questions can be asked in any of the supported languages.
Open aifclex.ai and use the language switch.