1. Who can be a participant(s) of the 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 Government and local self-government authorities.

LLCs/JSCs cannot have another business entity as its sole founder/shareholder (hereinafter – "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 a closed JSC/LLC 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:

- Application for registration;
- Participant's decision 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 legal entity);
- Copy of the CEO's passport;
- 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 articles of association and the memorandum of association 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 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. The single-window principle 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.

It should be noted that in cases provided by law the registration of a legal entity requires prior written consent of the state antimonopoly authority.

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.

If you register a JSC, you must register it with the State Service for Regulation and Supervision of Financial Market under the KR Government 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.


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. At present, to have a seal made, a legal entity is not required to receive any permission from state authorities of KR.


7. What is the procedure for opening bank account?
After receiving the certificate of state registration and the seal, a legal entity may open account in any bank of KR.

After opening a settlement account, the bank must within 5 business days notify the tax authority at the place of location of a legal entity to this effect.


8. What is the minimum authorized capital required?
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, which is up to 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.


FREQUENTLY ASKED QUESTIONS: REGISTRATION OF LEGAL ENTITIES
IN THE KYRGYZ REPUBLIC (KR)

1. Who can act as the founder(s) of a legal entity?
2. What documents are required to register a legal entity?
3. What are the requirements for the form of documents required for registration of a legal entity?
4. Which state authorities should be contacted to register a legal entity?
5. When is the registration of legal entities carried out?
6. How to get a seal of a legal entity?
7. What is the procedure for opening a bank account for a legal entity?
8. What are the requirements for the authorized capital of a legal entity?
There are various organizational and legal forms of doing business in the Kyrgyz Republic. However, since the most common forms of legal entities that have a number of advantages are a limited liability company (LLC) and an open and closed joint stock company (JSC), when answering the questions below, we proceeded from the registration rules of LLC and JSC.
1. Who can be the founder(s) of a legal entity?
An LLC/JSC may be established by one or more individuals and/or legal entities.
The founders of the JSC may also be the Cabinet of Ministers of the Kyrgyz Republic and local governments.
An LLC/JSC cannot have as its sole founder/shareholder (participant) another economic company consisting of only one person. The number of participants in an LLC should not exceed thirty, and in a closed joint-stock company - fifty. The number of participants in an open JSC is not limited.
If the number of participants in an LLC/closed joint-stock company exceeds the established limit, the specified legal entity must, within one year, be transformed into another organizational and legal form in which such a number of participants is allowed. However, if the corresponding transformation has not taken place and after one year the number of its participants exceeds the limit established for this organizational and legal form, such a legal entity is subject to liquidation in a judicial proceeding.
2. What documents are required to register a legal entity?
To register a legal entity, the following documents are submitted to the registration authority:
• registration application of the established form;
• decision of the participant(s) to establish a legal entity;
• a copy of the passport of the participant(s) (if the participant is an individual);
• a copy of the certificate of state registration (if the participant is a legal entity of the Kyrgyz Republic);
• a copy of the passport of the head of the legal entity;
• other information in accordance with the legislation of the Kyrgyz Republic.
A foreign legal entity acting as a member of a legal entity in the Kyrgyz Republic additionally submits a legalized/apostilled extract from the state register or other document certifying that it is an active legal entity under the laws of its country. The deadline for submitting an extract from the state register or other document certifying that the legal entity is acting under the laws of its country should not exceed 6 months from the date of issuance of these documents. The charter and constituent agreement are not subject to submission to the registering authority, with the exception of constituent documents of financial and credit institutions and other institutions licensed and / or regulated by the National Bank of the Kyrgyz Republic.
3. What are the requirements for the form of documents required for registration of a legal entity?
The decision of the participant(s) to create a legal entity is signed by each participant and must contain:
• name of the registered legal entity in the Kyrgyz and Russian languages;
• legal address of the created legal entity;
• information about each participant indicating the last name, first name, patronymic, place of residence (for individuals) or full name, location (for legal entities);
• the size of the authorized capital and the size of the shares of each participant in the authorized capital of the legal entity;
• last name, first name, patronymic of the head of the executive body.
The signature of an authorized representative of a legal entity on the decision to establish a legal entity must be sealed by the legal entity or certified by a notary. The signature of an individual participant must also be notarized.
When registering, all documents of a legal entity are submitted to the registering authority in Kyrgyz or Russian. If the documents are drawn up in a foreign language, they are submitted to the registration authority with a notarized translation into Russian or Kyrgyz.
4. Which state authorities should be contacted to register a legal entity?
State registration of legal entities in the Kyrgyz Republic is carried out by the Ministry of Justice of the Kyrgyz Republic and its territorial divisions.
State registration of legal entities is carried out by the registering authority on the principle of "single window", according to which the state registration of legal entities is carried out by the registering authority with simultaneous registration and registration with the tax authority, the statistics authority and the Social Fund of the Kyrgyz Republic. In practice, after passing the state registration in the Ministry of Justice of the Kyrgyz Republic or in its respective territorial division (at the location of the legal entity), the legal entity submits the necessary documents to the tax authority and the social fund at the location for registration.
When state registration of financial and credit institutions requires the written consent of the National Bank of the Kyrgyz Republic or its territorial division. Also, in cases established by law, the prior written consent of the state antimonopoly body of the Kyrgyz Republic is required.
If you register a legal entity in the form of a JSC, then in this case the JSC is obliged, no later than 1 month from the date of state registration as a legal entity, to register a constituent issue of shares with the State Service for Regulation and Supervision of the Financial Market under the Ministry of Economy and Commerce of the Kyrgyz Republic .
5. When is the registration of legal entities carried out?
State registration of legal entities by justice bodies is carried out within 3 working days from the date of submission to the relevant justice body of all necessary documents required by law.
Financial and credit institutions are registered by the justice authorities within 10 calendar days.
Registration with the tax and social fund authorities is carried out 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 get a seal of a legal entity?
After receiving a certificate of state registration from the justice authority indicating an identification tax number (TIN), a legal entity can receive a seal. The order and production of a seal is carried out at the request of a legal entity by private companies engaged in the manufacture of seals.
7. What is the procedure for opening a bank account for a legal entity?
Having completed registration with the justice, tax and social fund authorities, a legal entity has the right to open a current 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 identifying the ultimate beneficiary of banking services.
At the link below you can find a list of all commercial banks in the Kyrgyz Republic:
https://www.nbkr.kg/index1.jsp?item=69&lang=RUS
8. What are the requirements for the authorized capital of a legal entity?
In accordance with the legislation of the Kyrgyz Republic, the authorized capital determines the amount of property of a legal entity that guarantees the interests of its creditors. The size of the authorized capital of a legal entity is determined by the participants in its constituent documents. At the same time, it should be noted that the authorized capital of a JSC cannot be less than 100,000 soms, while the authorized capital of an LLC can be minimal - up to 1 som.
The authorized capital of a joint-stock company must be fully paid up at the time of the establishment of the joint-stock company. As for the LLC, its authorized capital is paid by its participants in full within 1 year from the date of state registration of the LLC with the justice authority. If the authorized capital is not fully paid up within the 1st year, then the LLC must either declare a decrease in its authorized capital and register its decrease in the prescribed manner, or terminate its activities through liquidation.
Participants of an LLC or shareholders of a JSC who have not fully contributed to the LLC or who have not fully paid the value of their shares in the JSC shall be jointly and severally liable for the obligations of the legal entity within the value of the unpaid part of their contribution or the unpaid value of their shares.
A contribution to the authorized capital of a legal entity may be money, securities, movable and immovable property or property rights having a monetary value. Monetary valuation of the participant's contribution is made by agreement between the participants of the legal entity, and in cases provided for by law, is subject to an independent expert assessment.
As of March 2022, source Kalikova & Associates (K&A)