New Rules for Company Liquidation and Reorganization Starting from 2026 - FCHAIN

On October 31, 2025, the Acting Minister of Finance of the Republic of Kazakhstan signed Order No. 654, approving new rules for fulfilling tax obligations during the liquidation, reorganization, and termination of business activities of legal entities and individual entrepreneurs.
This document was developed in accordance with paragraph 6 of Article 74 and paragraph 2 of Article 113 of the Tax Code of the Republic of Kazakhstan and will take effect on January 1, 2026.

Key Provisions of the Order

The new rules define in detail:

• the procedure for fulfilling tax obligations during the liquidation of LLPs and other legal entities;
• the procedure for fulfilling tax obligations during reorganization;
• the specifics of termination of individual entrepreneurs;
• a simplified procedure for liquidation and deregistration for certain taxpayers;
• and the forms of tax applications for audits and termination of activities.

 Fulfillment of Tax Obligations During Liquidation

Entities subject to liquidation include:

• resident legal entities that have decided to liquidate an LLP or other organization;
• permanent establishments and branches of non-resident companies ceasing operations in Kazakhstan;
• structural units of resident legal entities closing within the country.

Liquidation tax reporting must be submitted for all types of taxes and social payments for the period from the beginning of the tax year until the date of filing the audit request.
Taxes must be paid within 10 calendar days after submitting the report.

If the company’s assets are insufficient to cover tax debts, the remaining amount is collected from the founders. Overpaid amounts are subject to offset or refund under Articles 122–123 of the Tax Code.
The State Revenue Authorities (SRA) must begin the liquidation tax audit within 10 business days after receiving the application.

For LLPs that have not conducted activities and have no outstanding debts, a simplified liquidation procedure applies — through desk (cameral) control without an on-site audit.

2. Fulfillment of Tax Obligations During Reorganization

Legal entities undergoing merger, accession, division, or separation must notify the SRA within 3 business days after the decision and submit the required documents, including liquidation reports.
For small businesses with no tax debts, a desk control procedure applies instead of a field audit, significantly simplifying LLP reorganization.

After the audit, the SRA transfers account balances, including VAT, to successor entities. The final separation balance sheet serves as confirmation for registration of changes.

3. Fulfillment of Tax Obligations During Termination of Activities

For entities ceasing operations, including individual entrepreneurs, the following requirements apply:

• filing a tax application and liquidation report within one month of the decision;
• paying taxes within 10 calendar days after submission;
• deregistration by the SRA within 3 business days after obligations are fulfilled.

If no business activity was conducted, desk control applies.
Termination of an LLP or IE can also be carried out based on an audit opinion, provided total income does not exceed 300,000 MCI, and the audit is completed no later than 20 days before filing the application.

4. Simplified Termination Procedure for Individual Entrepreneurs

From January 1, 2026, a simplified procedure applies to entrepreneurs who:

• are not registered for VAT;
• have no outstanding debts;
• do not conduct joint activities;
• and have no open bank accounts.

Documents submitted to the SRA include:

1. Application for termination;
2. Liquidation tax report;
3. Application for deregistration of a cash register (if applicable).

Verification is automatic, and if no debt exists, the entrepreneur is automatically deregistered within 10 days. Information is published on the State Revenue Committee (SRC) website.

Conclusion

The new rules aim to:

• improve transparency in LLP liquidation and other business closure procedures;
• reduce the administrative burden on entrepreneurs;
• and simplify tax administration and control.

From January 1, 2026, businesses should prepare for the changes and review internal accounting and compliance procedures.

How FChain Can Help

FChain Kazakhstan provides comprehensive business legal support at all stages — from registration to LLP liquidation. We offer a full range of legal services and tax consulting in Kazakhstan.

Our experts will:

• carry out LLP liquidation under the new procedure;
• prepare and submit all required tax applications and liquidation reports;
• organize legal reviews and audits for simplified termination;
• perform tax risk analysis and reconciliation with the budget;
• ensure professional legal support for business liquidation or reorganization.

We guarantee compliance with Kazakhstani legislation, minimize risks, and save your time.

For professional consultation, contact us at almaty@f-chain.com or WhatsApp: +7 771 214 1820.

 

Prepared by: Moldir Mukhtar
Business Development Specialist

FChain Kazakhstan
November 6, 2025