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2026-08-13 05:45

Company Registration in the AIFC - Non-Licensed, Fast and Fully Managed

Metida Group has prepared an overview of the key provisions of the regulatory framework of the Astana International Financial Centre (AIFC) governing the incorporation, management and operation of non-regulated Private Companies.

This corporate form is well suited to structuring holding activities, international investments and corporate ownership arrangements, including those involving foreign shareholders and directors.

1. Incorporation of a Private Company

The company is registered within the AIFC as a newly incorporated legal entity in accordance with the AIFC Companies Regulations.

The registration application includes:

  • the company name and the designation of its legal form;
  • a description of the intended activities;
  • the share capital structure and the shareholdings of the participants;
  • the nominal value of the shares;
  • the registered address;
  • details of the founders.

Upon review of the application, the Registrar assigns the company a registration number and enters it into the official AIFC register.

2. Key Features of a Non-Regulated Private Company

Private Companies carrying on activities outside the scope of regulated financial and market services may operate without a licence from the regulator, the AFSA.

Key advantages:

  • no minimum share capital requirement;
  • 100% foreign ownership permitted;
  • limited liability of shareholders;
  • flexible corporate structure.

The legislation nonetheless imposes certain restrictions:

  • a minimum of one shareholder is mandatory;
  • public offering of securities is prohibited.

3. Corporate Structure and Governance

The governance structure may comprise:

Shareholders / UBOs

No nationality restrictions apply. Residency status does, however, affect access to banking services within the AIFC.

Board of Directors

Responsible for strategic management, with the ability to delegate authority.

CEO (Chief Executive Officer)

Appointed to manage day-to-day operations. May also serve as a director.

Authorised Signatory

Appointed by resolution of the directors, without stringent regulatory requirements.

Company Secretary (optional)

Appointed to provide administrative support, or the relevant functions may be delegated.

4. Financial Reporting and Audit

Companies are required to maintain accounting records and submit reporting in accordance with AIFC requirements.

Certain concessions are, however, available to Private Companies:

  • exemption from mandatory audit where turnover does not exceed USD 5,000,000;
  • the right of shareholders holding 10% or more to require an audit;
  • application of international auditing standards (ISA, where required).

Reporting formats:

  • Annual Return — for larger companies;
  • Annual Confirmation — for small businesses.

5. Liability and Penalties

Breaches of corporate requirements attract substantial financial penalties.

Directors bear personal responsibility for ensuring compliance.

6. Conclusion

A Private Company in the AIFC is an effective vehicle for international business, offering flexibility of corporate governance, tax efficiency and access to global financial infrastructure.

Metida Group provides comprehensive support at every stage — from incorporation through to full administrative and legal support on an ongoing basis.