Liquidating an LLP in Kazakhstan in 2026: the Rules in Force, the Deadlines and the "Clean Slate" Mechanism

Liquidating a limited liability partnership in Kazakhstan runs on two parallel tracks: a corporate one, handled by the justice authorities and ending with the removal of the entry from the National Register of Business Identification Numbers, and a tax one, handled by the state revenue authorities and determining how long the whole exercise actually takes. The second track was rewritten in full with effect from 1 January 2026.

The rules in force sit in Paragraph 3 of Chapter 5 of the Tax Code of the Republic of Kazakhstan (Law No. 214-VIII of 18 July 2025): Article 74 on the general provisions for discharging tax obligations on liquidation, reorganisation and cessation of activity; Article 75 on the specifics of discharging the tax obligation on liquidation; Article 77 on reorganisation of a legal entity; and Article 79 on the grounds for termination of a tax obligation.

What follows sets out the map of the articles in force against the old numbering, the documents required by paragraph 36 of the Ministry of Finance Rules, the deadline for the tax audit to begin, the new "clean slate" mechanism for micro and small business, the tax consequence of distributing property to participants, and the grounds on which the tax authority may seek compulsory liquidation.

1. The Legal Framework: Three Layers

•     The Tax Code of the Republic of Kazakhstan — Law No. 214-VIII of 18 July 2025. Signed on 18 July 2025, published on 24 July 2025, in force from 1 January 2026, and applying as amended by Law of the Republic of Kazakhstan No. 308-VIII of 11 June 2026. The tax side of liquidation is Paragraph 3 of Chapter 5.

•     The Ministry of Finance Rules. "On certain matters of discharging the tax obligation on liquidation, reorganisation and cessation of activity by taxpayers (tax agents)". They were made under paragraph 6 of Article 74 and paragraph 2 of Article 113 of the Tax Code — so Article 74 is their enabling provision, while Article 113 governs the tax application through which the procedure is started.

•     Order of the Minister of Finance No. 117 of 20 February 2026. Amended those Rules, including by adding a new paragraph 35-1. It took effect on 7 March 2026 and applies to relations arising from 1 January 2026.

•     Civil legislation. The Civil Code of the Republic of Kazakhstan for the general provisions on liquidating a legal entity, including the grounds for compulsory liquidation in Article 49(2), together with the Law "On Limited and Additional Liability Partnerships".

The retrospective effect of Order No. 117 works in the taxpayer’s favour. The Order took effect on 7 March 2026 but applies to relations arising from 1 January 2026. A company that filed for liquidation in January or February 2026 falls under the updated rules rather than those in force on the filing date.

2. Where to Look Now: the Renumbering Map

The renumbering touched every key provision. The table below translates a citation from any review written under the former Code into the provision in force.

Subject matter	Former Code No. 120-VI (repealed)	Code in force No. 214-VIII
General provisions on liquidation, reorganisation and cessation of activity	Article 57	Article 74
Discharge of the tax obligation of a legal entity in liquidation	Article 58	Article 75
Specifics for particular categories of legal entities in liquidation	Article 59	No separate article; the subject is covered by Article 75
Cessation of activity by an individual entrepreneur or a person in private practice	Articles 65 to 67	Article 76
Reorganisation of a legal entity	Articles 61 to 64	Article 77
Grounds for termination of a tax obligation	No separate article	Article 79
Deregistration of a cash register	Article 169	Article 111(4) — Chapter 8, "Use of cash registers"
Tax forms	Article 204 onwards	Article 112
Tax application	No separate article	Article 113
Tax reporting and its types, including liquidation reporting	Article 205 onwards	Article 114
Register of dormant taxpayers	Article 91	Article 108
Compulsory cessation of a taxpayer’s activity	No separate article	Article 109

In the Code now in force Article 59 is headed "Tax base", Article 60 "Tax rate" and Article 61 "Tax period". None of them has anything to do with liquidation.

3. Four Documents Filed at the Same Time

Paragraph 36 of the Rules: a resident legal entity in liquidation must, on taking the decision to liquidate, file simultaneously with the state revenue authority at its place of location a tax application for cessation, the interim liquidation balance sheet, the liquidation tax reporting, and a tax application to deregister the cash register in the manner set out in Article 111(4) of the Tax Code. The last of these is filed where the cash register was registered with the authority.

"Simultaneously" is not a turn of phrase here. The set is filed as a single package. A missing item means the procedure has not started, not that it has started with a gap. The interim liquidation balance sheet must therefore already be drawn up and approved by that point — the inventory of assets and liabilities happens before the approach to the tax authority, not after.

The liquidation tax reporting

Liquidation tax reporting is prepared for every type of tax, budget payment and social payment for which the entity in liquidation is a payer and/or tax agent, for the period from the start of the tax period in which the tax application is filed to the date of that filing.

The practical consequence: the reporting closes a stub period rather than a calendar year. For a company on the general regime that means filing corporate income tax, VAT and social payment forms for a part-period, with the recalculation that entails.

4. What Has to Be Done Before Filing

The tax track starts with a complete package. Three things must be settled before the resolution to liquidate turns into a filing.

Checking the debt

Article 5(4) of the Code defines the threshold amount of tax debt as an amount set by the authorised body but not less than 20 times the monthly calculation index in force as at 1 January of the relevant financial year, applied separately for each security measure and each enforced collection measure. On the 2026 index of KZT 4,325 that is KZT 86,000.

Article 21(5) of the Code defines the document that evidences the presence or absence of debt — the statement of absence (presence) of debt recorded by the tax authority. Its form is set by the personal account maintenance rules issued by the authorised body. Obtaining that statement is the first practical step, not the last.

Computing the participants’ income

The figure D = Sp − Su is computed before the resolution is passed, because it determines whether the company will have anything left once the budget has been settled. The book value of the property is taken as at the date of transfer, disregarding revaluation and impairment.

Settling the tax regime before filing

The special tax regimes that applied before 2026 were changed by the new Code: the retail tax was abolished from 1 January 2026 and the set of regimes was revised. State revenue authority guidance states that, absent a timely notification of the tax regime applied, the tax application for cessation of activity is not accepted. In practice that means the regime question is closed before the liquidation filing, not alongside it.

The order of operations decides the outcome. Obtain the debt statement, compute the participants’ income, settle the applicable regime — and only then pass the resolution at the general meeting. Doing it the other way round leaves the resolution passed and published while the document package cannot be assembled.

One further practical check before starting: whether a cash register is registered. The application to deregister it forms part of the mandatory package under paragraph 36 of the Rules and is filed under Article 111(4) of the Code — not Article 169, as reviews using the old numbering state. Citing the wrong article means the package comes back and time is lost reassembling it.

5. The Tax Audit: When It Starts

Under the Rules, the tax audit begins no later than 10 working days after the state revenue authority receives the tax application for an audit of the entity in liquidation.

Ten working days is the start, not the finish. The provision fixes the point from which the authority must begin and says nothing about how long the audit may run. It is the audit, not the corporate track, that determines how long liquidation actually takes: months where the history is clean, considerably longer where it is not.

6. The "Clean Slate" Mechanism for Micro and Small Business

Order of the Minister of Finance No. 117 of 20 February 2026 introduced a simplified procedure for cessation of activity for a defined category of taxpayers. Where the conditions are met, desk control is not carried out on tax reporting filed before 17 December 2025 in respect of tax obligations for tax periods before 1 January 2026.

For micro and small business entities, the on-site tax audit on cessation of activity is replaced by desk control: the authority reviews the reporting remotely against the data in its own information systems.

The two dates in the rule are not a duplication, and they must not be confused. 17 December 2025 is the filing date before which reporting escapes desk control. 1 January 2026 is the boundary of the tax periods whose obligations are covered by the relief. Reporting filed after 17 December 2025 falls outside the relief even where it relates to periods before 2026.

The mechanism does not remove the obligation to pay whatever the liquidation reporting shows. It removes the control procedure for past periods, not the liability.

It is worth stating plainly that the "clean slate" mechanism is a procedural relief, not an amnesty. It removes desk control over past periods but cancels neither the amounts assessed, nor the duty to file liquidation reporting, nor liability for its inaccuracy. A company with unrecorded turnover gains speed from the mechanism, not forgiveness.

The category of micro or small business entity is defined by the entrepreneurship legislation by reference to headcount and average annual income. Compliance with those criteria should be confirmed before the timetable is built on the simplified procedure: a company that exceeded the thresholds in even one preceding period plans its liquidation under the general rule, with an on-site audit.

7. The Corporate Track

The corporate procedure runs alongside the tax one. Its sequence is not set out in the Rules — it follows from civil legislation and general practice.

1.  The general meeting of participants resolves to liquidate and appoints a liquidation commission or liquidator; the resolution is recorded in minutes.

2.  Notice is given to the justice authorities and to the state revenue authority.

3.  A liquidation notice is published in the official press, stating the address and the period for creditors to submit claims.

4.  Once the claims period closes, an inventory is taken and the interim liquidation balance sheet is drawn up.

5.  Creditors’ claims are satisfied in the statutory order of priority.

6.  The final liquidation balance sheet is drawn up and the remaining property is distributed among the participants.

7.  The filing to remove the entry is made; confirmation that no tax debt is outstanding is passed to the registering authority by the tax authority.

The corporate timings come from practitioner sources, not from the text as read. The three-day notification period and the minimum two-month creditor claims period are widely quoted in industry publications. Neither could be confirmed in the accessible extracts of the Rules or the Code, so both should be checked against the Civil Code and the Law on Limited and Additional Liability Partnerships before filing.

8. Distributing Property to Participants Is a Dividend

Article 13(2)(5) of the Tax Code expressly treats income from the distribution of property on liquidation of a legal entity as a dividend, alongside a reduction of charter capital, the buy-back by the entity of a participation interest or part of it, and the buy-back by an issuer of its own shares.

Article 13(4) sets the formula: D = Sp − Su, where D is the income from the distribution; Sp is the book value of the property received by the participant on distribution, as at the date of transfer, as recorded in the transferor’s accounts, disregarding revaluation and impairment; and Su is the paid-up charter capital attributable to the participation interest, taking account of the participant’s additional contributions to the entity’s property and any increase of charter capital out of the entity’s own capital, but not exceeding the original cost of that participation interest.

This is the most frequently missed tax effect of a liquidation. An owner taking the remaining property receives not a "return of what was put in" but taxable income in the form of a dividend, to the extent the book value of the property exceeds the paid-up charter capital attributable to their interest. Planning a liquidation without computing that difference means meeting a tax liability at the final step, when the company no longer holds the cash.

9. Suspending Activity as a Temporary Alternative

Not every situation calls for liquidation. Where the company is not needed now but may be needed later, suspension of tax reporting is available.

Article 43(2)(4) of the Code lists the start and end dates of a suspension of the tax reporting period among the details that do not constitute tax secrecy. The suspension mechanism is therefore preserved by the Code in force.

Suspension defers the obligations; it does not remove them. The legal entity continues to exist, keeps its business identification number, stays on the registers, and on expiry of the suspension must resume reporting or extend the period. Liquidation ends the obligations for good. The choice between the two turns on whether there is a realistic prospect of resuming activity within a foreseeable horizon.

There is a separate risk in doing nothing: the register of dormant taxpayers itself is governed by Article 108 of the Code, and Article 43(3)(3) provides for publication of details of a taxpayer included in it. A company that neither suspends its reporting nor liquidates ends up precisely there.

Selling the participation interest

A third route is to change the owner rather than close the company. The entity survives with its history, contracts, licences and banking relationships intact, no liquidation tax audit is triggered, and the question of distributing property does not arise at all.

The sale of a participation interest carries its own tax consequences for the seller — income from the increase in the value of a participation interest is governed by separate provisions of the Code, which should be checked against the specific transaction.

10. The Deadlines in One Table

Deadline	Event	Level of verification
With the resolution	File four documents with the state revenue authority: the tax application for cessation, the interim liquidation balance sheet, the liquidation tax reporting and the application to deregister the cash register	Paragraph 36 of the Rules
No later than 10 working days	The tax audit begins, running from the authority’s receipt of the tax application for an audit of the entity in liquidation	The Rules
3 working days	On reorganisation — from approval of the transfer act or separation balance sheet, file the liquidation reporting, the tax applications for cessation and for an audit, and copies of the transfer act and interim separation balance sheet	The Rules
Before 17 December 2025	The filing date before which reporting escapes desk control under the "clean slate" mechanism	Order No. 117
Before 1 January 2026	The boundary of the tax periods whose obligations the "clean slate" mechanism covers	Order No. 117
10 calendar days	Payment of the taxes, budget payments and social payments shown in the liquidation reporting under the simplified procedure, running from its filing	State revenue authority guidance; the figure is given for cessation by an individual entrepreneur and should be verified for a legal entity
3 working days	Deregistration by the authority, running from discharge of the tax obligation under the simplified procedure	State revenue authority guidance

A practical note on timing: the corporate track takes a predictable amount of time — from the resolution through publication to the expiry of the creditor claims period. The tax track is predictable only at its lower bound: the audit must begin within 10 working days, but how long it runs depends on the volume of transactions, the number of counterparties and the quality of the records. That is why estimates of "three months" and "a year" both appear in practice: they describe the company’s history, not the procedure.

For companies within the "clean slate" mechanism the spread narrows: desk control is carried out remotely against the data in the authority’s information systems and requires no on-site work. Testing whether the mechanism applies is therefore the first thing to do when planning the timetable.

11. What Happens Where the Assets Fall Short

The Rules address the case where the assets of the entity in liquidation do not cover the tax debt: the remaining part of the debt is settled in the manner prescribed by legislation. Order No. 117 of 20 February 2026 refined that mechanism.

Matters do not always reach that stage: the security and enforcement tools bite earlier, once the threshold amount of debt is exceeded.

•     Suspension of debit operations — Article 86 of the Code. The fastest and most painful measure: the accounts are frozen and the liquidation stalls, because there is nothing left to settle the liquidation reporting with.

•     Restriction on disposing of the taxpayer’s property — Article 87. The property earmarked for distribution to participants is taken out of free disposal.

•     Late payment interest under Article 85. Accrued as a multiple of the National Bank base rate for each day of delay; the multiple is 1.25 for ordinary taxpayers and 0.65 for a participant in horizontal monitoring.

The order of operations has to be the reverse of the instinctive one. The common instinct is to distribute the assets to the participants first and close the company afterwards. On a liquidation that is destructive: property taken out before the budget and the creditors are settled creates a tax debt at the company and dividend income at the participants at the same time. Settle first, distribute the remainder second.

12. The Procedure Is Public

Article 43(3)(9) of the Code requires the tax authority to publish on the authorised body’s website details of any taxpayer that has filed liquidation tax reporting in connection with liquidation or cessation of activity. The start of the procedure becomes a matter of public record.

The same paragraph covers publication of details of a taxpayer with tax debt, one included in the register of dormant taxpayers, one whose electronic invoicing has been suspended, one whose registration has been declared invalid by a court act, and one whose absence from its place of location has been established by a tax survey report.

Publicity works against simply "stopping filing". A company abandoned without liquidation lands in the register of dormant taxpayers, has electronic invoicing suspended, and has all of that published. For an owner running another business or planning a new registration, that leaves a reputational and compliance trail that a managed liquidation does not.

Article 43(4) adds quarterly publication in the media of details of legal entities whose tax debt exceeds the threshold amount.

13. What Happens to an Abandoned Company: Articles 108 and 109

The Code in force gives this its own Paragraph 6 of Chapter 7: Article 108 on the register of dormant taxpayers and Article 109 on compulsory cessation of a taxpayer’s activity. Under the former Code the register sat in Article 91 and there was no dedicated provision on compulsory cessation.

Article 109 changes the price of doing nothing. An abandoned company used to sit on the registers indefinitely, and an owner could reasonably expect the matter to fade away. The Code in force provides a standalone mechanism for compulsory cessation of a taxpayer’s activity — the state closes the company on its own initiative, on its own terms, and leaves a public trail through inclusion in the register of dormant taxpayers.

The difference for the owner is material. A managed liquidation under Articles 74 and 75 ends with removal of the entry once the absence of debt is confirmed. Compulsory cessation under Article 109 follows inclusion in the register of dormant taxpayers, suspension of electronic invoicing and publication on the authorised body’s website — with every unsettled liability still outstanding.

14. Reorganisation as an Alternative

Article 77 of the Code in force governs the specifics of discharging the tax obligation on reorganisation of a legal entity. The Rules provide that, within three working days of approval of the transfer act or separation balance sheet, the entity files the liquidation tax reporting — except in cases of spin-off — the tax applications for cessation of activity and for a tax audit, copies of the transfer act and the interim separation balance sheet, and an application to deregister the cash register where one is held.

For particular categories of reorganising legal entities a simplified procedure applies, with desk control instead of an on-site audit.

Spin-off is the one case with no liquidation reporting. The Rules expressly exclude spin-offs from the liquidation reporting requirement: on a spin-off the original legal entity continues to exist. That makes a spin-off a materially lighter procedure than a split or a merger.

15. Compulsory Liquidation on the Tax Authority’s Claim

Article 43(1)(7) of the Tax Code empowers the tax authority to bring court claims for the liquidation of a legal entity on the grounds set out in Article 49(2), sub-paragraphs 1 to 4, of the Civil Code of the Republic of Kazakhstan, as well as claims to have transactions declared invalid.

Article 43(1)(8) adds the power to apply to court to have the taxpayer declared bankrupt under the legislation on rehabilitation and bankruptcy.

A voluntary liquidation with outstanding debt turns into a compulsory one. Article 5(4) of the Code defines the threshold amount of tax debt as not less than 20 times the monthly calculation index as at 1 January of the relevant financial year, above which the authority applies security measures and enforced collection — including suspension of debit operations under Article 86. On the 2026 index of KZT 4,325 that is KZT 86,000. A company that starts liquidating without the funds to pay what is assessed risks frozen accounts and a stalled procedure.

Article 43(3)(9) requires the tax authority to publish on its website details of any taxpayer that has filed liquidation tax reporting in connection with liquidation or cessation of activity. The start of a liquidation becomes public.

16. Common Mistakes

Mistake 1. Citing Article 59 of the Tax Code

Article 59 of the Code in force is headed "Tax base". The liquidation provisions sit in Articles 74 to 79. The cost: a filing built from a review using the old numbering rests on a provision that does not exist, and an adviser still citing Article 59 in 2026 is working from a repealed Code.

Mistake 2. Filing the documents separately

Paragraph 36 of the Rules requires four documents to be filed at the same time. The cost: without the interim liquidation balance sheet or the cash register application the package is incomplete and the procedure does not start — even though the liquidation has already been resolved on and published.

Mistake 3. Starting a liquidation without the cash to pay what is assessed

Taxes, penalties and fines identified in the liquidation reporting and on control are payable. Above the threshold amount of debt, suspension of debit operations and other enforced collection measures apply. The cost: accounts frozen, the procedure stalled, and bankruptcy rather than liquidation ahead.

Mistake 4. Not computing the participants’ income from the distribution

Article 13(2)(5) treats distribution of property on liquidation as a dividend, and Article 13(4) sets the formula D = Sp − Su. The cost: the liability lands on the participants at the last step, once the assets have already left and the company has nothing left to pay with.

Mistake 5. Relying on the "clean slate" mechanism without checking the dates

The relief from desk control covers reporting filed before 17 December 2025 in respect of obligations for periods before 1 January 2026. The cost: reporting filed in late December 2025 or later falls outside it, and the timetable is built on a false assumption.

Mistake 6. Choosing liquidation where a spin-off would do

The Rules exclude spin-offs from the liquidation reporting requirement. The cost: the company goes through a full closure with an audit where the actual task is to separate part of the business — which is achieved without terminating the original entity.

17. Which Route Fits

Full liquidation makes sense

•     For companies with no liabilities and a closed history. Micro and small business falling within the "clean slate" mechanism goes through desk control without an on-site audit.

•     Where the entity is no longer needed in any form. Liquidation ends the reporting obligations for good, whereas suspending activity only defers them.

Consider an alternative

•     Where there are live contracts and licences. Selling the participation interest preserves the entity and its history; liquidation destroys both.

•     Where the task is to separate part of the business. A spin-off needs no liquidation tax reporting and does not terminate the original partnership.

•     Where substantial assets sit on the balance sheet. Distributing property to participants produces dividend income; compute it before resolving to liquidate.

•     Where debt is unresolved. Liquidating with a debt leads to enforcement; settle first, then start the procedure.

18. Step-by-Step

8.  Check for tax debt and measure it against the threshold of 20 MCI — KZT 86,000 on the 2026 index.

9.  Assess whether the company falls within the "clean slate" mechanism: test the filing dates against 17 December 2025 and the periods against 1 January 2026.

10.     Compute the participants’ income from the distribution of property under the Article 13(4) formula D = Sp − Su before resolving to liquidate.

11.     Consider the alternatives — sale of the participation interest, spin-off, reorganisation — and only then decide on liquidation.

12.     Pass the resolution at the general meeting, appoint the liquidation commission or liquidator, and record it in minutes.

13.     Notify the justice authorities and the state revenue authority, and publish the liquidation notice in the official press.

14.     Wait out the creditor claims period, take the inventory, and draw up and approve the interim liquidation balance sheet.

15.     Prepare the liquidation tax reporting for the period from the start of the tax period to the date of the application.

16.     File the four documents under paragraph 36 of the Rules as a single package, including the cash register application under Article 111(4).

17.     Have the funds ready to pay what is assessed: the audit begins no later than 10 working days after the application is received.

18.     Settle the liabilities, pay the creditors, draw up the final liquidation balance sheet and distribute the remainder among the participants.

19.     File to remove the entry; the tax authority passes confirmation of no outstanding debt to the registering authority.

19. Frequently Asked Questions

Which article of the Tax Code governs LLP liquidation in Kazakhstan in 2026?

Paragraph 3 of Chapter 5 of Tax Code No. 214-VIII: Article 74 on the general provisions, Article 75 on the specifics of discharging the tax obligation on liquidation, Article 77 on reorganisation and Article 79 on the grounds for termination of a tax obligation. The former Articles 57 to 60 of Code No. 120-VI ceased to apply on 1 January 2026.

What documents are filed with the state revenue authority on liquidation?

Under paragraph 36 of the Ministry of Finance Rules, four documents at the same time: the tax application for cessation, the interim liquidation balance sheet, the liquidation tax reporting, and the tax application to deregister the cash register under Article 111(4) of the Code where one was registered.

Can an LLP be closed in Kazakhstan without a tax audit?

For micro and small business entities the on-site audit is replaced by desk control. Order of the Minister of Finance No. 117 of 20 February 2026 introduced a mechanism under which desk control is not carried out on reporting filed before 17 December 2025 in respect of obligations for periods before 1 January 2026.

When does the tax audit begin on liquidation?

No later than 10 working days after the state revenue authority receives the tax application for an audit of the entity in liquidation. That is the deadline for the audit to start; its duration is not limited by that provision.

Is the property participants receive on liquidation taxable?

Yes. Article 13(2)(5) of the Code treats income from the distribution of property on liquidation as a dividend. The amount is determined under the Article 13(4) formula: the book value of the property received less the paid-up charter capital attributable to the participation interest.

What period does the liquidation tax reporting cover?

The period from the start of the tax period in which the tax application is filed to the date of that filing, across every type of tax, budget payment and social payment for which the entity in liquidation is a payer or tax agent.

What happens if a liquidation starts with unpaid tax debt?

Above the threshold amount of tax debt — not less than 20 MCI as at 1 January of the financial year, that is KZT 86,000 in 2026 — security measures and enforced collection apply, including suspension of debit operations. The tax authority may also apply to court to have the taxpayer declared bankrupt.

20. Key Takeaways

•     The provisions in force are Paragraph 3 of Chapter 5 of Tax Code No. 214-VIII: Articles 74, 75, 76, 77, 78 and 79.

•     Article 59 of the Code in force is headed "Tax base"; citations to it on liquidation belong to the repealed Code No. 120-VI.

•     Cash register deregistration is now governed by Article 111(4) — Chapter 8, "Use of cash registers" — not Article 169.

•     The register of dormant taxpayers is Article 108 and compulsory cessation of activity is Article 109; both sit in a dedicated paragraph of the Code in force.

•     The Ministry of Finance Rules were made under paragraph 6 of Article 74 and paragraph 2 of Article 113 of the Code.

•     Order No. 117 of 20 February 2026 took effect on 7 March 2026 and applies to relations from 1 January 2026.

•     Four documents are filed at the same time: the cessation application, the interim liquidation balance sheet, the liquidation reporting and the cash register application.

•     Liquidation reporting covers the period from the start of the tax period to the date of the application.

•     The tax audit begins no later than 10 working days after the application for an audit is received.

•     The "clean slate" mechanism: no desk control on reporting filed before 17 December 2025 for periods before 1 January 2026.

•     Distribution of property to participants on liquidation is a dividend under Article 13(2)(5), computed as D = Sp − Su.

•     The threshold amount of tax debt is not less than 20 MCI — KZT 86,000 on the 2026 index of KZT 4,325.

•     On reorganisation the filing deadline is 3 working days from approval of the transfer act; spin-offs are exempt from liquidation reporting.

•     Suspending reporting defers the obligations while preserving the entity; selling the participation interest preserves both the entity and its history without a liquidation tax audit.

21. Summary

Liquidation of a limited liability partnership in Kazakhstan in 2026 is governed by Paragraph 3 of Chapter 5 of the Tax Code of the Republic of Kazakhstan (Law No. 214-VIII of 18 July 2025, in force from 1 January 2026 and applying as amended by Law No. 308-VIII of 11 June 2026): Article 74 on the general provisions for discharging the tax obligation on liquidation, reorganisation and cessation of activity; Article 75 on the specifics on liquidation; Article 76 on cessation by an individual entrepreneur or person in private practice; Article 77 on reorganisation of a legal entity; and Article 79 on the grounds for termination of a tax obligation. The former Articles 57 to 60 of Chapter 7 of Tax Code No. 120-VI of 25 December 2017 ceased to apply on 1 January 2026, and Article 59 of the Code in force is headed "Tax base". The procedure is detailed in the Ministry of Finance Rules "On certain matters of discharging the tax obligation on liquidation, reorganisation and cessation of activity by taxpayers (tax agents)", made under paragraph 6 of Article 74 and paragraph 2 of Article 113 of the Code and amended by Order of the Minister of Finance No. 117 of 20 February 2026, which took effect on 7 March 2026 and applies to relations from 1 January 2026. Under paragraph 36 of the Rules, a resident legal entity in liquidation files simultaneously with the state revenue authority at its place of location a tax application for cessation, the interim liquidation balance sheet, the liquidation tax reporting and a tax application to deregister the cash register under Article 111(4). Liquidation tax reporting is prepared for every type of tax, budget payment and social payment for the period from the start of the tax period in which the application is filed to the date of filing. The tax audit begins no later than 10 working days after the authority receives the application for an audit. For micro and small business entities the on-site audit is replaced by desk control, and desk control is not carried out on reporting filed before 17 December 2025 in respect of obligations for tax periods before 1 January 2026. On reorganisation the documents are filed within three working days of approval of the transfer act or separation balance sheet, and spin-offs are exempt from liquidation reporting. Income of participants from the distribution of property on liquidation is a dividend under Article 13(2)(5) and is computed as D = Sp − Su, where Sp is the book value of the property received and Su the paid-up charter capital attributable to the participation interest. Under Article 43(1)(7) the tax authority may bring a claim for liquidation on the grounds in Article 49(2)(1) to (4) of the Civil Code and under Article 43(1)(8) may apply to have the taxpayer declared bankrupt; the threshold amount of tax debt under Article 5(4) is not less than 20 times the monthly calculation index, that is KZT 86,000 on the 2026 index of KZT 4,325.

22. Sources

Tier 1 — primary sources

•     Tax Code of the Republic of Kazakhstan (Law No. 214-VIII of 18 July 2025) — Adilet legal information system

•     Tax Code of the Republic of Kazakhstan — table of contents: Paragraph 3 of Chapter 5, Articles 74 to 79

•     Rules "On certain matters of discharging the tax obligation on liquidation, reorganisation and cessation of activity by taxpayers (tax agents)" — Adilet

•     Tax Code of the Republic of Kazakhstan — full text with version markers on the Alta-Soft portal

Tier 2 — professional commentary

•     Uchet.kz — Order of the Minister of Finance No. 117 of 20 February 2026 on discharging tax obligations on liquidation and reorganisation

•     Uchet.kz — Tax obligations on liquidation, reorganisation and cessation of activity: the new rules from 2026

•     Mybuh.kz — Cessation of activity by micro and small business without desk control

•     CDB.kz — On the procedure for cessation of activity by taxpayers that applied particular special tax regimes

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Disclaimer

This material is provided for informational purposes only and does not constitute legal, tax, financial, investment or consulting advice. Certain procedural parameters are drawn from state revenue authority guidance and professional sources and are flagged as such in the text; the full text of Articles 74 to 79 and of the Rules should be verified on adilet.zan.kz. Obtain individual professional advice before acting. Information is current as of August 2026.