Merger control in Kazakhstan in 2026: when you need AZRK clearance, when a notification is enough, and what a mistake costs

Antimonopoly clearance for economic concentration is prior approval by the Agency for the Protection and Development of Competition of the Republic of Kazakhstan (AZRK) of a transaction that changes control over a business and may affect the state of competition. The Kazakh regime sits in Chapter 18 “Protection of Competition” of the Entrepreneurial Code (Code of the Republic of Kazakhstan No. 375‑V of 29 October 2015), and the duty to obtain clearance arises only above a single financial threshold — ten-million times the monthly calculation index, which is KZT 43,250,000,000 in 2026.

In practice the fork looks like this: some transactions need prior clearance before closing, some need only a notification within forty-five calendar days after the transaction is concluded, and the overwhelming majority of deals fall outside the regime entirely because they do not reach the threshold. Getting that fork wrong costs up to 1,600 MCI in fines for a large business and — far more painfully — exposes the deal to being set aside by a court on AZRK’s claim.

The principal risk in 2026. The Entrepreneurial Code contradicts itself. Article 200(1) and Article 201(3) still say clearance is required for sub-paragraphs 1), 2) and 3) of Article 201(1). Article 201(8) and Article 206 — as amended by Law of the Republic of Kazakhstan No. 71‑VIII of 6 April 2024 — say clearance is required only for sub-paragraphs 1) and 2), while sub-paragraph 3) has been moved to post-closing notification. In its own state-service rules the regulator has sided with the second reading. Unpacking that divergence is the core of this article.

This article is written from the versions of the primary instruments in force in September 2026: the Entrepreneurial Code as amended to 25 August 2026, the Code of the Republic of Kazakhstan on Administrative Offences as amended to 20 August 2026, Order of the Minister of National Economy of the Republic of Kazakhstan No. 29 of 21 April 2020 as amended by Order of the Chairman of AZRK No. 5 of 25 June 2024, the Methodology for Assessing Economic Concentration on Commodity Markets, and the Treaty on the Eurasian Economic Union together with its Annex No. 19. A separate block covers the supranational layer: the Eurasian Economic Commission has no merger-control powers at all, and that changes the logic of cross-border deals.

The legal framework: what is in force in September 2026

Economic concentration in Kazakhstan is governed by one chapter of the Entrepreneurial Code and several subordinate instruments; the country has no standalone competition statute in force. The economic concentration regime proper sits in Articles 200–210‑1 of Chapter 18 “Protection of Competition”, but it cannot be worked in isolation from the neighbouring chapters: the group of persons is defined in Article 165 (Chapter 14), and dominance and conglomerates in Articles 172 and 172‑1 (Chapter 15). Material referring to Article 50 of the 2008 Law of the Republic of Kazakhstan “On Competition” describes the previous regime and does not apply to transactions today.

Three levels of regulation must be kept apart rather than blended into a single sentence. Level one is the Entrepreneurial Code: it defines what counts as economic concentration and sets the threshold, the deadlines and the consequences. Level two is the body of AZRK and Ministry of National Economy instruments: they set the form of the petition, the filing channel, the document list and the assessment methodology. Level three is supranational (EAEU) law: it does not apply to economic concentration at all, but it does govern conduct-based infringements on cross-border markets.

Article 211 of the Entrepreneurial Code, which used to govern notifications about the activity of natural monopolies, was excluded by Law of the Republic of Kazakhstan No. 243‑VI of 3 April 2019 and is not part of the picture.

What economic concentration means under Kazakh law

Economic concentration is a closed list of five types of transaction and action named expressly in Article 201(1) of the Entrepreneurial Code; anything outside that list is not economic concentration, however large it may be.Kazakh law does not use a broad functional definition of a “merger” — it enumerates the qualifying grounds and requires the deal to be matched against them literally.

The purpose of the regime is set out in Article 200(1) of the Code: preventing the emergence of a monopoly position and/or the restriction of competition. That wording explains why AZRK’s test is built around market shares and concentration rather than around deal size as such.

The central figure in the regime is the market entity, and that is the Code’s own term rather than a colloquial word for a company. For the purposes of the competition section a group of persons is equated with a market entity, and that equation matters. Article 165(2) of the Code states expressly: “A group of persons shall be treated as a single market entity. The provisions of this section relating to market entities shall extend to a group of persons.” In practice that means assets and revenue are counted across the acquirer’s whole group, not for the acquiring company alone.

To establish whether a filing is needed, two questions must always be answered in sequence, and in this order.

1.        Does the transaction fall within one of the five sub-paragraphs of Article 201(1)? If not, the regime does not apply at all, whatever the value.

2.        Is the financial threshold in Article 201(3) exceeded? If not, neither clearance nor notification is required.

Only where both answers are affirmative does a third question arise — which regime applies: prior clearance or post-closing notification. In 2026 that third question is the hard one, because the text of the Code answers it differently in different articles.

It is worth noting separately that the Kazakh regime is indifferent to the acquirer’s corporate form and residence. A foreign company acquiring control over a Kazakh limited liability partnership is in precisely the same position as a Kazakh buyer. A detailed treatment of the LLP form itself and how it is registered is in a separate UPPERSETUP article on an LLP in Kazakhstan for foreign owners.

The five qualifying grounds: which transactions count as economic concentration

Article 201(1) of the Entrepreneurial Code names five grounds, and each carries its own filing route. Throughout, “accession” renders the Kazakh concept of one company being absorbed into another, with the absorbed company ceasing to exist and the absorbing one continuing. The first two fall into the prior-clearance regime; the remaining three fall into post-closing notification as restated by Law No. 71‑VIII of 6 April 2024.

Each ground carries its own built-in carve-outs and qualifications, and in practice those decide the outcome more often than the headline wording.

Sub-paragraph 2) does not extend to the founders of a legal entity on its incorporation. The carve-out is written into the Code: taking more than fifty per cent of the interests on registration of a new company is not economic concentration.

Sub-paragraph 3) excludes from the subject matter land plots and buildings, structures and installations of a non-industrial character, their complexes, premises and construction in progress. The twenty per cent test is measured against the balance-sheet assets of the transferring party, not the acquirer — one of the most common errors in self-assessment. The requirement also does not extend to founders’ contributions to the initial charter capital, or to reorganisations in which the newly created entity receives the property under a transfer deed or separation balance sheet.

Sub-paragraph 4) is wider than it looks. The Code extends it expressly to rights that make it possible to take decisions single-handedly, to exert decisive influence, or to control decisions predominantly, including determining priority and principal conditions, business lines and development strategy. It also applies to veto and blocking rights written expressly into constitutional documents, and to the right to nominate candidates single-handedly to management or control bodies — provided no other person holds such rights. Trust management agreements, joint activity agreements and agency agreements are named in the Code expressly.

What does not count as economic concentration

Article 201(2) of the Entrepreneurial Code names three situations expressly taken outside the regime, and Article 201(4) adds a separate carve-out that works differently. The distinction matters: the Article 201(2) carve-outs mean the transaction is not economic concentration at all, so neither clearance nor notification is required. The Article 201(4) carve-out removes only clearance — it does not displace the duty to notify under sub-paragraphs 3), 4) and 5).

The first carve-out covers transactions by financial organisations made for onward resale. The Code takes outside the regime the acquisition of shares, participation interests or units of a market entity by financial organisations where the acquisition is made for the purpose of subsequent resale and the organisation acquires no voting rights in the management bodies. The same carve-out covers the pledge of shares, interests or units in favour of financial organisations as pledgees without voting rights, and the acquisition by financial organisations of property, fixed production assets and intangible assets of a debtor in order to discharge an obligation in whole or in part — provided those financial organisations do not operate the property to generate income for their own account.

The second carve-out covers the appointment of a rehabilitation or bankruptcy manager, or of an interim administration or interim administrator. A change of management within insolvency proceedings does not create economic concentration. The proceedings themselves are covered in a separate UPPERSETUP article on winding up and insolvency in Kazakhstan.

The third carve-out covers transactions within a single group of persons. The Code’s wording is very short: “carrying out the transactions specified in paragraph 1 of this Article, where such a transaction takes place within a single group of persons”. This is the carve-out that matters most in practice: intra-group reorganisations, asset transfers between subsidiaries and reshuffling of interests inside a holding structure fall outside the regime. It is also the most dangerous, because “group of persons” is defined not by intuition but by the nine tests in Article 165 of the Code.

The fourth carve-out sits in Article 201(4) and is narrower than the three before it. In terms: “The consent of the antimonopoly authority to the carrying out of the transactions specified in paragraph 1 of this Article shall not be required where the carrying out of the transactions is expressly provided for by this Code, by laws of the Republic of Kazakhstan, by decrees of the President of the Republic of Kazakhstan and/or by resolutions of the Government of the Republic of Kazakhstan.” It speaks only of consent: the transaction remains economic concentration, and if it falls within sub-paragraphs 3), 4) or 5) the forty-five-day notification must still be filed. In practice the carve-out covers privatisation and other transactions expressly sanctioned by an instrument of the relevant rank.

It is worth recording separately what the carve-out list does not contain. There is no carve-out for transactions between foreign parties executed outside Kazakhstan. If the target market entity operates in Kazakhstan and the aggregate assets or aggregate sales threshold is exceeded, the regime applies — the place of signing and the residence of the parties are irrelevant.

The financial threshold: ten million MCI and what that is in tenge

Clearance or notification is required only where the aggregate balance-sheet value of assets, or the aggregate volume of sales of goods for the last financial year, exceeds ten-million times the monthly calculation index in force on the date the petition or notification is filed. That is the rule in Article 201(3) of the Entrepreneurial Code, and it is the same for all five qualifying grounds.

In 2026 the monthly calculation index is KZT 4,325. It is set by Article 7 of Law of the Republic of Kazakhstan No. 239‑VIII of 8 December 2025 “On the Republican Budget for 2026–2028” and applies from 1 January 2026.

The 2026 threshold is KZT 43,250,000,000. At the official rate of the National Bank of the Republic of Kazakhstan on 17 September 2026 (USD 1 = KZT 444.88) that is approximately USD 97 million.

Three technical features of this rule decide more than the headline figure does.

The threshold is fixed at the filing date, not the transaction date. The Code refers to the MCI “established on the date the petition (notification) is filed”. If a deal is signed in December and the notification is filed in January, the new year’s MCI applies.

The threshold is alternative, not cumulative. It is enough to exceed either the aggregate balance-sheet value of assets or the aggregate volume of sales of goods. There is no need to satisfy both limbs.

The Code defines narrowly whose figures are added together. They are the market entities being reorganised (group of persons) or the acquirer (group of persons), together with the market entity whose voting shares or interests are being acquired. The wording captures the buyer with its group and the target — but not the seller as such, unless the seller participates in the transaction in some other capacity.

How revenue and assets are counted against the threshold

The aggregate volume of sales of goods is determined as income from the sale of goods for the last financial year preceding the filing of the petition or notification, less value added tax and excise duty. That is the literal rule in Article 201(7) of the Entrepreneurial Code, and it settles three recurring arguments.

First, what is taken is income from sales, not total income and not the balance-sheet total. Other income — foreign exchange differences, interest, gains on disposal of assets — is left out.

Second, VAT and excise are deducted. For businesses carrying heavy excise this can pull the figure below the threshold. How VAT itself works after the new Tax Code took effect is covered in a separate UPPERSETUP article on the Kazakh tax system.

Third, a special rule applies to young businesses: “If the market entity has carried on activity for less than one year, the volume of sales of goods shall be determined for the period of the market entity’s activity.” The Code does not require annualisation.

The balance-sheet value of assets is taken from the financial statements, which is why the threshold calculation starts not with the lawyers but with accounting support. It is worth remembering that mandatory audit and the filing of statements in Kazakhstan do not extend to every form of business, and the absence of audited statements does not itself excuse a party from computing the threshold. The reporting requirements are covered in the UPPERSETUP article on mandatory audit and financial reporting.

Two further rules move the threshold for particular situations.

AZRK may raise the threshold for specific markets. Article 201(6) of the Code allows the antimonopoly authority, on the basis of an analysis of the relevant commodity markets, to set higher asset values and sales volumes for those markets. The threshold is therefore a floor rather than an absolute: for a particular market it may turn out to be higher.

Financial organisations have a threshold of their own. Article 201(5) ties the need for clearance to the asset value or the own-capital figure of a financial organisation exceeding the levels set by the antimonopoly authority jointly with the authority responsible for the regulation, control and supervision of the financial market and financial organisations. The Code resolves the mixed case itself: where the economic concentration is carried out by a market entity that is simultaneously a financial organisation and dominant or in a monopoly position on the relevant commodity market, that entity applies the general threshold in Article 201(3).

Clearance or notification: where the Code contradicts itself

As of September 2026 the Entrepreneurial Code answers the question about the route for sub-paragraph 3) of Article 201(1) in two different ways, and this is not a typographical slip but an unfinished amendment. Some provisions of Chapter 18 require prior clearance on that ground; others require post-closing notification within forty-five calendar days.

The table reveals a pattern that removes most of the uncertainty. Every provision that speaks of clearance for sub-paragraph 3) is unamended since 2019 or earlier. Every provision that speaks of notification for sub-paragraph 3) was enacted by Law No. 71‑VIII of 6 April 2024. This is the classic case of a legislature changing the mechanism in one set of articles and failing to conform the rest.

What is decisive here is less the general-versus-special rule of construction than the procedural impossibility of complying with the older version. Article 204 of the Code, which sets out the documents to be attached to a petition for consent, has since the 2024 amendment contained lists only for sub-paragraphs 1) and 2); paragraphs 3 and 4 of that Article were excluded by the same Law No. 71‑VIII. At the same time, in Article 207, which governs notification documentation, the document list dealing precisely with sub-paragraph 3) sits in paragraph 3 — that is, after the paragraphs dealing with sub-paragraphs 4) and 5). That numbering is itself a marker of later insertion: had a sub-paragraph 3) list existed in Article 207 from the outset, it would have come first. The legislature, in other words, moved the document pack out of the clearance article and into the notification article.

How the regulator itself resolved the contradiction

The Agency for the Protection and Development of Competition brought its own rules into line with Law No. 71‑VIII and, since 2024, has treated prior clearance as mandatory only for sub-paragraphs 1) and 2) of Article 201(1). This is visible in the text of the subordinate instrument, not in guidance or interviews.

The Rules for the state service “Consideration of petitions for consent to economic concentration” were approved by Order of the Minister of National Economy of the Republic of Kazakhstan No. 29 of 21 April 2020 and registered with the Ministry of Justice on 22 April 2020 under number 20455. Paragraph 3 of the Rules, as restated by Order of the Chairman of AZRK No. 5 of 25 June 2024, defines the key term in these words:

“consent to economic concentration means the prior consent of the service provider to the carrying out by market entities of the transactions (actions) specified in sub-paragraphs 1), 2) of paragraph 1 of Article 201 of the Entrepreneurial Code of the Republic of Kazakhstan of 29 October 2015”.

The prohibition is defined symmetrically: “prohibition of economic concentration means the service provider’s prohibition of the carrying out by market entities of the transactions (actions) specified in sub-paragraphs 1), 2) of paragraph 1 of Article 201 of the Code.” Sub-paragraph 3) has been removed from both definitions.

Appendix 1 to the Rules — the “List of principal requirements for the state service” — points the same way. Under “Result of the state service” exactly two forms of order of the antimonopoly authority are named: consent to or prohibition of economic concentration by way of reorganisation of a market entity through merger or accession, and consent to or prohibition of economic concentration by way of acquisition of more than fifty per cent of voting shares, participation interests or units. There is no third option in the list of outcomes. The document list in paragraph 8 of the same appendix is likewise built on those two grounds only.

The chronology leaves no room for coincidence. Law No. 71‑VIII was signed on 6 April 2024 and comes into force sixty calendar days after first official publication. Order of the Chairman of AZRK No. 5, which rewrote the definition, is dated 25 June 2024 — two and a half months after the Law was signed, and with the same sixty-day commencement period.

The practical conclusion for 2026 is short. If a transaction falls within sub-paragraph 3) and the threshold is exceeded, what must be filed is a notification within forty-five calendar days of the date the transaction is concluded, not a petition for prior clearance. The state service “Consideration of petitions for consent to economic concentration” is not designed for that ground, and the Article 204 document list that used to serve it has been repealed — so the familiar route of filing a petition and receiving an order granting consent no longer exists for sub-paragraph 3). A residual way of approaching the antimonopoly authority before the transaction survives in the wording of Article 207 of the Code, and that is the subject of the next section.

The residual risk: registration of rights and the State Corporation

Even under the notification route for sub-paragraph 3), Article 200(5) of the Code survives unamended and ties the state registration of rights to immovable property to the antimonopoly authority’s consent. The provision reads: “State registration and re-registration of market entities and of rights to immovable property in the cases provided for by sub-paragraphs 1) and 3) of paragraph 1 of Article 201 of this Code shall be carried out by the State Corporation ‘Government for Citizens’ with the consent of the antimonopoly authority.”

That provision has not been amended since 2019 and formally remains in force. The practical risk looks like this: a sub-paragraph 3) transaction is correctly treated as a notification, the notification is filed on time, but on registering the transfer of rights to an industrial facility the registrar asks for an act of the antimonopoly authority granting consent — which, under the new architecture, simply does not exist.

Three workable ways to remove that risk in advance.

1.        Check whether there is anything to register at all. Sub-paragraph 3) expressly excludes from the subject matter land plots and buildings, structures and installations of a non-industrial character, their complexes, premises and construction in progress. If only equipment and intangible assets change hands, no registration of rights to immovable property arises and the conflict never bites.

2.        Use the “petition regarding planned economic concentration” route. Article 207 of the Code is headed “Documentation attached to a notification (petition) to the antimonopoly authority regarding a completed (planned) economic concentration”, and its paragraph 3 in the version in force sets out a document list specifically for sub-paragraph 3). The wording admits an approach to the authority before the transaction, and in contentious cases that is a sensible way to obtain a written position in advance.

3.        Request a written position from AZRK before signing. This is not a state service and produces no formal act of consent, but it does produce a document that answers the registrar’s question and evidences the acquirer’s good faith.

Note separately that Article 200(3) grants the right to voluntary prior clearance only for sub-paragraphs 4) and 5): “Market entities intending to carry out the economic concentration specified in sub-paragraphs 4) and 5) of paragraph 1 of Article 201 of this Code shall be entitled to apply to the antimonopoly authority with a petition for prior consent.” Sub-paragraph 3) is not named there — another trace of the unfinished 2024 amendment, since Article 207 in its new wording speaks of “planned” concentration under sub-paragraph 3) as well.

Who files the petition and who gives notice

Article 202 of the Entrepreneurial Code allocates the filing duty by qualifying ground rather than by side of the deal: on a reorganisation it falls on whoever takes the decision, on an acquisition it falls on the acquirer. That article has never been amended since the Code was adopted in 2015.

On a reorganisation by merger or accession (sub-paragraph 1) the petition is filed by the person taking the relevant decision, or by the founders (participants) of the market entity. In practice this is the general meeting of participants or shareholders that formalises the reorganisation decision.

On an acquisition of voting shares, participation interests or units (sub-paragraph 2) the petition is filed by the person acquiring them. The duty sits with the buyer, not with the seller and not with the target itself.

Where several persons are party to the transaction, the Code permits a single person to file on behalf of the other participants. The petition must then identify the person authorised to represent before the antimonopoly authority the interests of everyone who took the decision to carry out the economic concentration. This is a convenient device for consortia and club deals, but it demands that the authority to act be carefully documented: responsibility for the accuracy of the information stays with the signatory.

For the notification grounds the Code fixes the obliged parties directly in Article 206, and they differ from those under the petition route.

•          Under sub-paragraph 5) the notice is given by the individual himself or herself, being a person who sits on the executive bodies, boards of directors, supervisory boards or other management bodies of two or more market entities and who determines the conditions on which those entities conduct business. The duty is personal, not corporate.

•          Under sub-paragraph 4) the notice is given by the market entity acquiring the rights that enable it to give binding instructions to another market entity or to perform the functions of its executive body.

The first of those two positions deserves attention. A director or board member who holds comparable posts in two or more companies and genuinely determines how they do business must notify AZRK personally, and the fine under Article 161 of the Code of the Republic of Kazakhstan on Administrative Offences is then imposed on the individual. For groups with cross-directorships this is the most underestimated duty in the whole of Chapter 18. How employment relations with such managers should be documented is covered in the UPPERSETUP article on employment contracts in Kazakhstan.

How the petition is filed: channel, form, digital signature and cost

A petition for consent to economic concentration is filed exclusively through the e-government web portal www.egov.kz, on the prescribed form, with documents attached electronically in DOCX and PDF formats and signed with an electronic digital signature; no state duty is charged. That is the rule in paragraph 5 of the state-service Rules as restated by Order of the Chairman of AZRK No. 5 of 25 June 2024.

The Rules make no provision for a paper filing: paragraph 5 names the portal as the only channel. Paragraphs 6 and 7 of the Rules were excluded by Order of the Chairman of AZRK No. 6 of 21 June 2023 — the order by which the service was moved to a fully electronic format. Appendix 1 to the Rules describes the form of the service as “electronic (partially automated)”, and under “Other requirements” it says expressly that the applicant receives the service electronically through the portal provided an electronic digital signature is held.

The cost of the service is “free of charge”. That is the literal entry under “Amount of the payment charged to the applicant for the state service” in paragraph 6 of Appendix 1 to the Rules. The Rules provide for no separate charge for considering a petition for consent to economic concentration, so the applicant’s cost is confined to preparing the document pack and, where required, to paying a monitoring trustee during the remedies phase.

The form of the petition appears in Appendix 2 to the Rules and in Appendix 1 to the Methodology for Assessing Economic Concentration. The petition is addressed to the Chairman of the Agency for the Protection and Development of Competition of the Republic of Kazakhstan, states the applicant’s full name (or, for an individual, surname, first name and patronymic) together with its BIN (business identification number) and/or IIN (individual identification number), describes the transaction with its subject matter and parties, and — mandatorily — identifies the specific sub-paragraph of Article 201(1) of the Code on which it is filed.

The content requirements in Article 203 of the Code are worth reading before the pack is assembled.

•          Information and documents must be accurate and complete, submitted as originals or copies of originals; the signatory confirms accuracy and completeness in writing.

•          Documents are numbered by reference to the paragraphs and sub-paragraphs of Article 204 of the Code, and each question receives an exhaustive answer.

•          Where full information cannot be given, estimated or forecast information is permitted — with an express statement of its character, the sources used and the estimation and forecasting methods applied.

•          Information constituting a commercial secret is submitted with the mandatory marking “commercial secret”.

•          Information is given for the financial year preceding the year of filing and for the current period from the start of the year; where no current-period data exists, for the preceding financial year alone.

•          Data on volumes of production, sales, exports and imports is given for two financial years, for the current period, and with a three-year forward forecast.

What documents are attached: two separate packs

The document pack is set by Article 204 of the Code for the petition and by Article 207 for the notification; since the 2024 amendment these are two non-overlapping sets. Article 204 retains lists only for sub-paragraphs 1) and 2); Article 207 covers sub-paragraphs 3), 4) and 5).

Two features of this allocation deserve to be remembered separately.

Article 207(3) is the only provision that calls for a schedule of property with balance-sheet values. That follows directly from the fact that the twenty per cent test under sub-paragraph 3) is measured against the balance-sheet assets of the transferring party: without the schedule the calculation cannot be verified.

Article 204(5) refers back to Article 207 for voluntary prior clearance. Where a market entity exercises the right in Article 200(3) and files a petition under sub-paragraphs 4) or 5) in advance, the document pack is taken from Article 207, not from Article 204.

Review timetable: five plus fifteen working days and a twelve-month ceiling

The antimonopoly authority must, within five working days of receiving the petition, check that the materials are complete and notify the applicant whether the petition is accepted for consideration; the review of an accepted petition must not exceed fifteen working days. That is Article 205(1) and (2) of the Entrepreneurial Code.

The overall review period, including suspensions, must not exceed twelve months — save in the cases specified in Article 205(3). That reservation matters: a suspension pending a decision on a related petition sits outside the twelve-month ceiling, so in that case the procedure can formally run longer. For every other kind of suspension, twelve months is a hard limit.

Suspensions are the main source of divergence between the calendar and the statutory period. The Code names two grounds.

The first is the impossibility of deciding before a related petition is resolved. Where the antimonopoly authority or a court has not yet decided another petition connected with this one, time stops.

The second is the production of additional information and the conduct of a competition analysis. Article 205(5) states expressly when that analysis is mandatory: where the persons party to the transaction (group of persons) sell similar or interchangeable goods, or goods on adjacent commodity markets, and/or where there are signs of a restriction of competition.

Resumption is automatic once the additional information is produced by the applicant or by state bodies; the antimonopoly authority must give written notice within three working days, and time runs again from the date of resumption.

A second divergence is buried in the same place. Paragraph 11 of the Rules says the service provider carries out the competition analysis “within fifteen working days”, while Article 205(5) of the Code suspends the review period for the duration of that analysis. The analysis cannot both fit inside the fifteen working days and stop them running; the Code prevails in rank, and in practice the timetable should be planned on the assumption of suspension.

One further divergence between the Code and the subordinate instrument deserves separate mention. Paragraph 5 of the Methodology for Assessing Economic Concentration allows forty calendar days for the assessment carried out during the review of a petition, with a right of suspension. Article 205(2) of the Code caps the review at fifteen working days. Where they conflict, the Code prevails as the instrument of higher rank; the Methodology’s forty-day period should be read as an internal benchmark of the antimonopoly authority rather than as the service delivery period.

How AZRK assesses a deal: the 35 per cent share, the HHI and the Lerner Index

The substantive test rests on the Methodology for Assessing Economic Concentration on Commodity Markets, approved by Order of the Minister of National Economy of the Republic of Kazakhstan No. 416 of 14 December 2017 (registered under No. 16161), in force from 1 January 2018 as amended to 25 September 2023. The Methodology sets out not abstract principles but a sequence of four decision points.

Decision point one. Where the parties’ products include no similar or interchangeable goods and there are no signs of a restriction of competition, the head of the antimonopoly authority grants consent and it is sent to the applicant within three working days. That is paragraph 8 of the Methodology — the fastest route, typical of conglomerate transactions. It should be said that paragraph 8 is carelessly drafted: it speaks of the absence of similar or interchangeable goods “and/or the presence of signs of a restriction of competition”, and it has to be read purposively — as the absence of both an overlap and any signs of restriction.

Decision point two. Where the parties do sell similar or interchangeable goods, or there are signs of a restriction of competition, a competition analysis is carried out under Article 196 of the Code and paragraph 7 of the Methodology for Analysing the State of Competition on Commodity Markets, approved by Order of the Chairman of AZRK No. 13 of 3 May 2022 (registered under No. 27883).

Decision point three. Where the analysis shows the parties’ combined share at thirty-five per cent or below and there are no signs of a restriction of competition, the antimonopoly authority grants consent (paragraph 10 of the Methodology).

Decision point four. Where the combined share exceeds thirty-five per cent, the restriction-of-competition indicators are calculated. Paragraph 11 of the Methodology states the outcome directly: “The antimonopoly authority shall not permit economic concentration where the economic concentration leads to a restriction of competition.”

Two technical features of the calculation decide outcomes more often than the thresholds themselves.

The Herfindahl-Hirschman Index is calculated as the sum of the squares of the shares of all undertakings operating on the market, measured in fractions or percentages. The formula is set out in paragraph 13 of the Methodology.

For the purposes of measuring market concentration a group of persons is treated as a single market entity. That rule, in the same paragraph 13, changes the arithmetic radically for holding structures: the shares of all group companies are added together before squaring rather than counted separately.

What decisions AZRK takes and what conditional clearance means

On concluding its review the antimonopoly authority takes one of two decisions: consent to the economic concentration, or prohibition of the economic concentration together with a reasoned opinion. That is Article 208(1) of the Entrepreneurial Code; there is no third option.

The decision takes the form of an act of the antimonopoly authority and is sent to the person who filed the petition within three working days of being taken. Where financial organisations are involved, the act is also sent to the authority responsible for the regulation, control and supervision of the financial market and financial organisations.

Internally the decision passes through two stages. Under paragraph 16 of the Methodology the assessment produces an opinion signed by the head of the relevant structural unit of the antimonopoly authority. Under paragraph 17 of the Methodology the head of the antimonopoly authority, or the person acting in that office, then decides on the basis of that opinion whether to grant or prohibit.

Between “yes” and “no” sits a third and practically far more important device — conditional clearance. Article 208(3) of the Code puts it this way: consent “may be made conditional on the performance by the parties to the economic concentration of specified requirements and obligations that eliminate or mitigate the adverse effect of the economic concentration on competition”. The Code states expressly that such conditions and obligations may extend to restrictions on managing, using or disposing of property.

Article 210‑1 of the Code shows which types of obligation are meant in practice, because it lists what the expert review of their performance covers.

•          Division of a market entity or the spin-off of a legal entity from it.

•          Sale or transfer by the market entity of property and of proprietary and other rights to third parties.

•          Separation of management functions between market entities within a group of persons, or between structural units, to avoid conflicts of interest.

•          Production and sale of goods, direction of investment, and compliance with social, economic and other conditions of conduct on the commodity market.

•          Securing non-discriminatory access to the market entity’s goods.

•          Adoption of measures to prevent breaches of competition legislation.

That is the full classical toolkit of remedies: structural (divestiture), quasi-structural (separation of management) and behavioural (non-discriminatory access, pricing and investment commitments). Failure to perform the requirements and obligations on which clearance was conditioned is penalised under Article 161(1) of the Code of the Republic of Kazakhstan on Administrative Offences on the same footing as carrying out a concentration with no clearance at all.

Before an adverse decision is taken the applicant has a procedural guarantee. Under paragraph 18 of the Rules, where grounds for refusal are identified the antimonopoly authority notifies the applicant of the preliminary decision to refuseno later than three working days before it is taken, and the applicant is entitled to state its position.

The monitoring trustee: who verifies that the conditions are met

A monitoring trustee is an independent expert whom a market entity may engage to give an expert assessment of compliance with the requirements and obligations set out in AZRK’s decision granting consent to an economic concentration. The institution was introduced by Article 210‑1 of the Code, added by Law of the Republic of Kazakhstan No. 101‑VII of 3 January 2022.

It is the Kazakh analogue of the monitoring trustee familiar from European Commission practice, and it is drafted in more detail than a provision of this length would suggest.

Engagement is a right, not a duty. The Code says the market entity “shall be entitled to engage a monitoring trustee”. But where structural obligations are complex, an independent opinion materially reduces the risk at a later compliance review.

The contract follows a standard form approved by the antimonopoly authority. The trustee must notify the antimonopoly authority that the contract has been concluded no later than ten calendar days after it takes effect.

Independence is framed through two prohibitions. A person may not act as trustee if that person: is a party to the economic concentration or belongs to the same group of persons as a party; or is a competitor of a party to the economic concentration and/or belongs to the same group of persons as such a competitor, or to the same group as a competitor of a party.

Access to information is wide but conditional. The trustee is entitled to access the market entity’s electronic and paper documents, automated databases and other information media, including confidential information and commercial secrets — subject to a written non-disclosure undertaking.

The trustee may decline. It is entitled not to give an expert opinion on matters beyond its specialist knowledge, or where the materials supplied are insufficient.

Liability is imposed for a knowingly false opinion under the laws of the Republic of Kazakhstan.

The register of trustees is maintained by the antimonopoly authority in the manner it determines, and the register admits candidates proposed by associations of business entities. The trustee’s services are paid for out of the market entity’s own funds under the contract — the cost of compliance monitoring falls on the party to the transaction, not on the state budget.

How long clearance lasts and when a decision can be reopened

The economic concentration must be carried out within one year of the date the antimonopoly authority’s decision granting consent was taken; if it is not, the parties must file a fresh petition. That is Article 208(4) of the Entrepreneurial Code, and it admits no exceptions and no extensions.

The one-year period is a practical trap for deals with a deferred closing. If closing depends on obtaining a sector licence, on clearance in another jurisdiction, or on the satisfaction of conditions precedent, the period can expire before completion, and the whole procedure has to be run again — with a fresh market analysis and a fresh decision that is under no obligation to repeat the earlier one.

A decision may be reopened, and the three-year period attaches only to the first of the three grounds. Article 208(5) allows the antimonopoly authority, on its own initiative or on the application of an interested person, to review a decision granting or prohibiting clearance in three cases.

1.        Where, within three years of the decision, circumstances come to light on the basis of which the decision should have been refused.

2.        Where the decision was taken on the basis of inaccurate information supplied by the person who filed the petition, resulting in an unlawful decision.

3.        Where the parties to the economic concentration have failed to perform the requirements and obligations on which the decision was conditioned.

Note the asymmetry: the three-year period is written into sub-paragraph 1) alone. For ground 2) — a decision taken on inaccurate information supplied by the applicant — and ground 3) — failure to perform the requirements and obligations — the Code sets no period at all. In practice that means exposure for inaccurate information and for non-performance does not fall away after three years.

On reopening, the antimonopoly authority may leave the decision unchanged, vary it, set it aside or take a new decision. The outcome takes the form of an act and is sent to the interested person within three working days.

The consequence of setting clearance aside is severe. Article 208(7) provides that where the review results in a decision to revoke consent, the state registration and re-registration of the market entity and of rights to immovable property are declared unlawful and set aside by a court on the antimonopoly authority’s claim.

The Code deals separately with terminating the review of a petition. Under Article 210 the review is terminated where the applicant withdraws the petition, where information is not produced within the set period and its absence prevents the review, and where inaccurate information is supplied that affects an objective review. The termination decision takes the form of an act and is sent within three working days; after termination the applicant is entitled to file a fresh application.

The architecture closes with Article 208(10), the provision to which the whole substantive test reduces: “Economic concentration shall be prohibited where it leads to a restriction of competition.”

Notifying a completed transaction: forty-five days and the thirty-day rule

For sub-paragraphs 3), 4) and 5) of Article 201(1), the antimonopoly authority must be notified no later than forty-five calendar days after the date the transaction is concluded. That is the second part of Article 201(8) of the Code, to which Article 206 refers expressly.

The filing channel for a notification differs from that for a petition. Article 206 of the Code allows a notification to be delivered either directly to the antimonopoly authority or through postal institutions. Unlike the petition for consent, the electronic portal is not the only channel.

A word on terminology: what the Code calls a “prescription” is a binding written direction of the antimonopoly authority, enforceable through the courts if it is not complied with.

The defining feature of the notification route is its tacit-clearance mechanism. Article 209(1) of the Code: “Where, on the expiry of thirty calendar days after the notification of a completed economic concentration has been received by the antimonopoly authority, no prescription requiring the transaction to be unwound has been sent to the person who gave the notification, the economic concentration shall be deemed to have been effected.”

The ground for a prescription is set out in Article 209(2): a prescription requiring the transaction to be unwound is issued where the review of the notification establishes that the concentration has led or may lead to the restriction or elimination of competition, including through the emergence or strengthening of a market entity’s dominant position.

The assessment procedure for a notification is set out in paragraph 6 of the Methodology for Assessing Economic Concentration and has four stages: checking that the documentation under Article 207 of the Code is complete and accurate; examining the agreement or other document evidencing the concentration for compliance with the Code; examining the concentration for restriction or elimination of competition; and taking a decision under Article 209.

One more trace of the unfinished 2024 amendment deserves mention here. Paragraph 4 of the Methodology still says that the notification form (Appendix 2 to the Methodology) applies to economic concentration “provided for by sub-paragraphs 4) and 5) of paragraph 1 of Article 201 of the Code” — sub-paragraph 3) is not named there, even though Article 206 of the Code and Article 207(3) already place it in the notification regime. The Methodology has not been conformed to Law No. 71‑VIII on this point, and in practice a sub-paragraph 3) notification is filed on the same form with the relevant sub-paragraph identified.

Group of persons: the nine tests on which everything turns

A group of persons under Article 165 of the Entrepreneurial Code is a set of individuals and/or legal entities meeting one or more of nine tests; for the purposes of the competition section the group is treated as a single market entity. The definition matters twice over: it draws the boundary of the intra-group carve-out, and it determines whose assets and revenue are added together when the threshold is tested.

Article 165 was last amended by Law of the Republic of Kazakhstan No. 121‑VIII of 8 July 2024, which comes into force sixty calendar days after first official publication.

Three consequences of this definition settle most practical arguments.

Test 7) pulls the family into the group. Spouses, parents, children and full and half siblings form a group of persons automatically, with no shareholding of any kind. Combined with test 8), that means companies controlled by different members of one family sit in the same group, so a transaction between them falls within the intra-group carve-out — while their combined assets and revenue are nonetheless added together when the threshold is tested for other deals.

Test 8) makes the group transitive. A single common participant is enough to link two apparently unrelated clusters of companies.

For national companies the control threshold drops to forty per cent. That special rule in tests 1) and 9) changes the arithmetic in deals involving the state-owned quasi-public sector.

Deals done through competitive procedures and other special cases

Where an economic concentration is carried out through competitive procedures — auctions, tenders or competitions — the petition may be filed either before the procedure begins or after it, but no later than thirty calendar days from the date the winner is announced. That is Article 200(4) of the Entrepreneurial Code; legislation of the Republic of Kazakhstan may provide otherwise.

The rule solves a practical problem: until the winner is announced a bidder does not know whether it will acquire the asset at all, and filing in advance makes no commercial sense. The thirty-day period after the announcement is shorter than the standard forty-five-day notification period, and the two must not be confused. Public procurement itself is covered in a separate UPPERSETUP article on public procurement in Kazakhstan.

Several further situations call for adjustments to the general algorithm.

Privatisation and transactions expressly provided for by high-ranking instruments. Article 201(4) removes the clearance requirement where the transaction is expressly provided for by the Entrepreneurial Code, by laws, by presidential decrees and/or by government resolutions. What must be checked is not the intention but the existence of an express provision.

Deals that strengthen a dominant position. Under Article 172(3) of the Code a market entity with a share of thirty-five per cent or more is dominant where three circumstances are established together: the ability to set the price level unilaterally and to exert decisive influence on the general conditions of sale; the existence of economic, technological, administrative or other barriers to market entry; and the durability of that ability. At a share of fifty per cent or more the position is dominant without regard to those circumstances. Collective dominance under Article 172(4) arises where the combined share of no more than three entities is fifty per cent or more, or of no more than four entities is seventy per cent or more — and again only where three circumstances coincide: shares that are unchanged or subject to only minor changes over at least a year, non-substitutability of the goods, and information on price and sale terms being available to an indefinite range of persons. Under Article 172(6), an entity whose share does not exceed fifteen per cent cannot be found dominant under paragraphs 4 and 5.

Financial organisations have their own dominance thresholds. Under Article 172(5) financial organisations are dominant where the combined share of no more than two of them on the relevant financial services market is fifty per cent or more, or of no more than three is seventy per cent or more.

Conglomerates are a novelty of the same Law No. 71‑VIII. Article 172‑1 of the Code, added by Law No. 71‑VIII of 6 April 2024, introduces the conglomerate: a market entity or group of persons dominant or in a monopoly position on both a relevant and an adjacent commodity market, excluding banking holdings, banks and their subsidiaries, and the single electricity purchaser and the balancing market settlement centre. The antimonopoly authority maintains a state register of conglomerates. For deals this means that after closing the buyer may find itself on a separate register with its own monitoring regime.

Financial organisations: a second clearance track

For transactions involving financial organisations antimonopoly clearance is not the only hurdle: a parallel regime requires the financial regulator’s consent to the acquisition of major participant status. The two regimes are independent: obtaining one does not substitute for the other, and their timetables and criteria differ.

The first track is the antimonopoly one. Article 201(5) of the Code ties the need for AZRK clearance to the asset value or own-capital figure of a financial organisation exceeding the levels set by the antimonopoly authority jointly with the authority responsible for the regulation, control and supervision of the financial market and financial organisations. We were unable to locate a published joint instrument in force setting those levels — a point worth noting when planning a deal. The Code does, however, resolve the mixed case itself: a market entity that is simultaneously a financial organisation and dominant or in a monopoly position on the relevant commodity market applies the general threshold in Article 201(3).

The second track is prudential. Acquiring the status of a major participant in a bank, a banking holding, an insurance or reinsurance company, an insurance holding or an investment portfolio manager requires the consent of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market. Currency of the rules matters here: Resolution of the Management Board of the National Bank of the Republic of Kazakhstan No. 67 of 24 February 2012 (registered with the Ministry of Justice on 11 April 2012 under No. 7552), which governed the procedure for many years, was repealed by Resolution of the Management Board of the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market No. 30 of 31 March 2026, which comes into force sixty calendar days after first official publication. References to Resolution No. 67 in material published before 2026 no longer hold.

The procedural link between the two tracks is spelled out. Article 208(2) of the Code and paragraph 19 of the state-service Rules require AZRK’s decision granting or prohibiting clearance to be sent, where financial organisations are concerned, to the financial regulator as well. Information exchange is therefore built into the procedure, and any divergence between the two agencies’ positions becomes visible to both.

The practical conclusion for financial-sector deals: plan for two parallel clearances on different timetables, and start by working out which regime is the tighter bottleneck for the particular structure. Related questions of opening and operating accounts for foreign structures are covered in the UPPERSETUP article on opening a bank account in Kazakhstan, and the practical side is handled by the account opening practice.

What happens if clearance is not obtained or notice is not given

Liability is set by Article 161 of the Code of the Republic of Kazakhstan on Administrative Offences and is identical for two different infringements: carrying out a concentration without clearance, and failing to file a notification. Article 161 has not been amended since the Code was adopted in 2014 and applies in its original wording.

Article 161(1) covers two offences at once: economic concentration without the antimonopoly authority’s consent where such consent is required, and failure by the parties to perform the requirements and obligations on which the clearance decision was conditioned. Article 161(2) covers failure to file, or late filing of, a notification of a completed economic concentration where such a notification is required.

Alongside it sits Article 162 of the Code on Administrative Offences, which penalises failure to comply with a prescription of the antimonopoly authority, failure to supply information or supplying it incompletely within the set periods, supplying inaccurate or false information, and obstructing officials’ access to premises and territory.

To see the scale in proportion, it is worth recalling that substantive antitrust infringements attract a fundamentally different sanction. Under Article 159(1)–(3) of the Code on Administrative Offences, anticompetitive agreements, anticompetitive concerted practices and abuse of a dominant or monopoly position by setting monopolistically high, monopolistically low or monopsonistically low prices attract a fine of three per cent of income (revenue) for small and medium-sized business entities and non-commercial organisations, and five per cent for large business, with confiscation of monopoly income for no more than one year. On a repeat infringement within a year the rates rise to five and ten per cent respectively — a doubling for large business.

The distinction matters: breaching the clearance procedure attracts a fixed sum in MCI, while breaching the substantive prohibitions attracts a turnover-based fine. That is precisely why a deal closed without clearance that also restricts competition creates exposure on two counts at once.

Five years of exposure and the two-month rule

A legal entity, including a sole trader, may not be held administratively liable for breaching competition legislation once five years have elapsed since the offence was committed, and may not be held liable once two months have elapsed since its discovery. That is Article 62(2) of the Code of the Republic of Kazakhstan on Administrative Offences, and it departs radically from the general rule.

The general limitation period under Article 62(1) is two months from the date the offence was committed. Competition offences are carved out specially, and the carve-out cuts both ways.

For a buyer this means the following. A deal closed in 2026 without the required clearance remains within the administrative risk zone until 2031. A change of owner, a group restructuring and even an onward sale of the asset do not interrupt that period. On due diligence of a Kazakh asset, checking the history of antimonopoly clearances for the preceding five years becomes a mandatory line item rather than an optional one.

The other side of the rule works in business’s favour. From the moment the offence is discovered the antimonopoly authority has only two months to issue its ruling. If that period is missed, the person is released from liability regardless of how much time has passed since the offence was committed.

It is worth recording separately who actually imposes the fine. Under Article 713(1) of the Code on Administrative Offences the antimonopoly authority hears cases on offences under Articles 159 (parts five and six), 160 (part one), 161, 162, 163, 163‑1, 185 (so far as the infringements are committed by exchange brokers, exchange dealers and employees of commodity exchanges), 268 and 464. Under Article 713(2), cases may be heard and administrative penalties imposed by the head of the antimonopoly authority and the deputy heads, and by the heads of its territorial units and their deputies. Article 713 was last amended by Law of the Republic of Kazakhstan No. 155‑VIII of 10 January 2025.

In other words, under Article 161 the fine is imposed by AZRK itself, not by a court. A ruling imposing an administrative penalty is challenged under the rules of the Code on Administrative Offences itself — a separate route from the one used to challenge a decision on a petition as an administrative act.

Setting the deal aside and cancelling registration

An economic concentration carried out without the antimonopoly authority’s consent that has resulted in a market entity or group of persons acquiring a monopoly position and/or in a restriction of competition may be declared invalid by a court on the antimonopoly authority’s claim. That is the first part of Article 200(6) of the Entrepreneurial Code — the heaviest consequence in the whole regime.

Note how the provision is built: it requires two elements together. The absence of clearance is not enough — the concentration must also have led to a monopoly position and/or a restriction of competition. A purely procedural breach does not of itself produce invalidity, although it does attract an administrative fine under Article 161 of the Code on Administrative Offences.

The second part of Article 200(6) strikes at registration acts: “State registration and re-registration of a market entity and of rights to immovable property carried out in breach of this Article may be declared unlawful by a court and shall be set aside on the antimonopoly authority’s claim.”

Two further, self-standing cancellation mechanisms sit alongside.

Revocation of clearance on reopening. Article 208(7) of the Code: where the antimonopoly authority, on reopening, decides to revoke consent, the state registration and re-registration of the market entity and of rights to immovable property are declared unlawful and set aside by a court on the authority’s claim. As noted, the three-year period attaches only to the first ground for reopening; for inaccurate information and for non-performance of conditions the Code sets no period.

A prescription to unwind the deal on the notification route. Article 209(2) of the Code allows the antimonopoly authority to issue a prescription requiring the transaction to be unwound where the review of the notification shows that the concentration has led or may lead to the restriction or elimination of competition. The prescription must be complied with within thirty calendar days, and on non-compliance the authority applies to court to compel performance.

Taken together, these provisions mean that the risk on a Kazakh deal is not limited to a fine. The extreme sanctions are compulsory unwinding of the transaction, cancellation of registered rights and, under Article 231 of the Code, compulsory division or spin-off in cases of abuse of a dominant or monopoly position. That is what makes antitrust review a structuring item rather than a post-signing formality. The related question of documenting and registering the transaction itself is covered in the UPPERSETUP article on currency control and contract registration.

Does the Eurasian Economic Commission have merger control powers

No. There is no supranational control of economic concentration in the Eurasian Economic Union, and the Eurasian Economic Commission does not review transactions. This follows from the express text of the EAEU Treaty and its Annex No. 19, not from practice or interpretation.

Article 75(4) of the Treaty allocates competence in these words: “Member States shall, in accordance with their own legislation, ensure effective control of economic concentration to the extent necessary for the protection and development of competition in the territories of each Member State”. Control of concentration is left expressly to national law.

Article 75(5) reinforces the point: each Member State ensures the existence of a state authority whose competence includes conducting competition policy, which entails vesting that authority with powers to enforce the prohibition on anticompetitive conduct and the prohibition on unfair competition, to control economic concentration, and to prevent and detect infringements. For Kazakhstan that authority is AZRK.

The Commission’s powers are drawn differently. Paragraph 9 of Annex No. 19 to the Treaty: the suppression by the Commission of infringements by economic entities of the general competition rules established by Article 76 of the Treaty applies where those infringements have or may have an adverse effect on competition on cross-border markets, other than cross-border financial markets. Paragraph 8 of the same annex assigns the suppression of the same infringements within Member States’ territories to the national authorities.

The key is what Article 76 of the Treaty, “General competition rules”, actually contains. It sets out six prohibitions: abuse of a dominant position; unfair competition; agreements between competitors on the same commodity market; “vertical” agreements; other agreements; and coordination of economic activity. The words “economic concentration” do not appear in Article 76 at all.

The structure of Annex No. 19 itself confirms the conclusion. Its sections are “General provisions”, “Permissibility of agreements and exemptions”, “Control of compliance with the general competition rules”, “Penalties imposed by the Commission for infringement of the general competition rules on cross-border markets”, “Interaction between Member States’ authorised bodies”, “Interaction between the Commission and Member States’ authorised bodies”, and “Introduction of state price regulation”. There is no section on economic concentration in the Protocol.

The term is nonetheless defined in Union law: sub-paragraph 21) of paragraph 2 of Annex No. 19 states that “economic concentration” means “transactions and other actions the carrying out of which has or may have an effect on the state of competition”. The definition exists, but it is used in Article 75 of the Treaty — precisely where the power is handed to national authorities.

When the EEC does step in: the cross-border market criteria

The Commission deals only with conduct infringements — agreements, abuse of dominance, unfair competition and coordination of economic activity — and only where the market meets the cross-border criteria. Those criteria were approved by Decision of the Supreme Eurasian Economic Council No. 29 of 19 December 2012, as restated by Supreme Council Decision No. 26 of 26 December 2016.

Paragraph 1 of the Criteria states their purpose expressly: they apply for the purposes of determining the competence of the Eurasian Economic Commission to suppress infringements of the general competition rules. Economic concentration is not mentioned in the Criteria at all.

The base definition is in paragraph 2: a market is cross-border where the geographic boundaries of the commodity market cover the territories of two or more Member States. Beyond that, the conditions differ by type of infringement.

A footnote to the Criteria states specifically that their provisions relating to economic entities extend to a group of persons as well — the same logic as in the Kazakh Code.

The Commission’s powers are nonetheless real and substantial. Under paragraph 10 of Annex No. 19 it reviews applications, conducts investigations, opens and hears cases, issues rulings, cautions and warnings, and takes binding decisions including the imposition of penalties. Under paragraph 14 the Commission’s decisions imposing fines and its mandatory decisions are enforcement instruments and are enforced by the enforcement authorities of the Member State in which the infringer is registered. Appeals lie to the Court of the Union, and the Court’s acceptance of an application suspends the operation of the Commission’s decision, with no requirement to approach the Commission first.

Paragraph 14 is, however, in the course of being amended, and that is worth knowing in advance. On 28 July 2025 the so-called “Fourth Large” Protocol amending the EAEU Treaty was signed, carrying 33 amendments: the heads of the Member States signed it at the Supreme Council meeting of 27 June 2025, and the date of signature became the date on which the Commission received the note of the Republic of Armenia. Paragraph 14 as it stands already assigns enforcement to the Member State in which the infringer is registered, or in which the individual who committed the offence resides. One of the amendments in the “Fourth Large” Protocol refines that mechanism: it specifies under the procedure established by which Member State’s law the Commission’s fining decisions and mandatory decisions are enforced, and into which state’s budget fines for non-compliance with mandatory decisions are paid.

The provisions of the “Fourth Large” Protocol will take effect only once all Member States have completed their internal procedures, and as of September 2026 the Commission reports no entry into force. The Protocol does not touch competence over economic concentration: it leaves Articles 75 and 76 of the Treaty unchanged. It is also worth noting that work on Annex No. 19 continues — on 29 April 2026 the Consolidated Working Group agreed amendments to Annexes No. 9 and No. 19 to the Treaty, which are to be included in the draft “Sixth Large” Protocol.

A deal across several EAEU states: how many filings and where

There is no one-stop shop for mergers in the Eurasian Economic Union: a transaction touching several Member States requires parallel national filings in every jurisdiction whose own thresholds are crossed. That follows directly from Article 75(4) of the EAEU Treaty, which leaves control of concentration to national law.

The contrast with the European Union matters here and is worth stating plainly, because the EU analogy is the source of the most expensive planning errors in the region.

The European Union column is given purely for orientation and is not the subject of this article: the EU regime is described here in summary form, and where a European leg is involved it should be checked against the Union’s own primary instruments.

The practical algorithm for a cross-border deal in the region looks like this.

1.        Identify every Member State where the transaction produces an effect — by the location of the assets, by where the goods are sold, and by where the target companies are registered.

2.        Test the thresholds of each national jurisdiction separately. They are not harmonised: the Kazakh threshold of 10,000,000 MCI has no counterpart elsewhere in the Union either in design or in size.

3.        Plan the timetable around the longest national process, not the average: closing is possible only once every prior clearance has been obtained.

4.        Assess the conduct risk at Commission level separately. Even where the deal itself is of no interest to the Commission, the merged group’s subsequent conduct on a cross-border market may fall within Article 76 of the Treaty.

5.        Bear in mind that the Commission’s decisions are directly enforceable: under paragraph 14 of Annex No. 19 they are enforcement instruments in the state where the infringer is registered.

For structures that combine a Kazakh asset with a holding company in the United Arab Emirates, a further planning layer applies — the tax one. It is covered in a separate UPPERSETUP article on the Kazakhstan-UAE structure.

The competition analysis: when it is mandatory and what it decides

A competition analysis of the commodity markets is mandatory where the persons party to the transaction sell similar or interchangeable goods, or goods on adjacent commodity markets, and/or where there are signs of a restriction of competition. The basis is Article 205(5) of the Entrepreneurial Code, which is also what makes this analysis the main cause of suspension of the review period.

This is exactly where the fast and slow routes diverge. Paragraph 8 of the Methodology for Assessing Economic Concentration provides a direct exit: where the parties’ products include no similar or interchangeable goods and there are no signs of a restriction of competition, the head of the antimonopoly authority grants consent and sends it to the applicant within three working days, with no market analysis at all. Conglomerate deals — buying a business in an unrelated sector — generally land here.

Where there is an overlap, the procedure engages. Paragraph 9 of the Methodology, as restated by Order of the Chairman of AZRK No. 10 of 19 July 2023, refers to Article 196 of the Code and to paragraph 7 of the Methodology for Analysing the State of Competition on Commodity Markets, approved by Order of the Chairman of AZRK No. 13 of 3 May 2022 (registered with the Ministry of Justice on 4 May 2022 under No. 27883, as amended to 27 July 2023). That order repealed the previous methodology — Order of the Minister of National Economy No. 741 of 30 November 2015 (registered under No. 12592) — so references to it in material predating 2022 no longer hold.

What the analysis actually draws on is set out in paragraph 7 of the Assessment Methodology: the antimonopoly authority uses information obtained from the parties to the economic concentration, from consumer surveys, from the state statistics body, from competent state bodies, from market entities producing or importing similar and interchangeable goods, from its own research, from trade associations and public (non-governmental) associations and the National Chamber of Entrepreneurs of the Republic of Kazakhstan “Atameken”, and from marketing and sociological research, sample surveys and questionnaires.

The practical import of that list is simple: AZRK is not confined to the data the applicant submits. The position of a competitor that approaches the agency, or data from an industry association, can change how the market is defined and therefore how the share is calculated.

Three conclusions follow for the preparation stage.

Market boundaries should be defined and argued before filing. If the applicant offers no definition of its own with supporting reasoning, one will be formed without it.

An overlap on an adjacent market matters as much as one on the same market. Article 205(5) of the Code names adjacent commodity markets expressly among the triggers for analysis, and Article 172‑1 of the Code introduces the conglomerate concept precisely through dominance on a relevant and an adjacent market.

Every request for additional information stops the clock. A complete and internally consistent pack at first filing is the most reliable way to stay inside fifteen working days.

How typical deal structures are classified

The same commercial objective can fall under different sub-paragraphs of Article 201(1) and therefore under different routes — prior clearance or post-closing notification. Below is the author’s classification of typical structures based on the text of the Code; a final conclusion on any particular deal requires analysis of its documents.

The table brings out the governing rule of classification: the Kazakh regime looks at the substance of the rights transferred, not at the label on the agreement or the formal size of the stake. A minority holding with the power to block decisions is inside the perimeter; a majority purchase inside the group is outside it.

Antitrust due diligence on a Kazakh asset

The five-year limitation period in Article 62 of the Code on Administrative Offences turns the target’s antitrust history into a mandatory workstream: an infringement committed by the seller in 2022 remains punishable in 2026. Below is the list of items worth requesting and checking.

One item deserves separate mention: deals on which the threshold was computed incorrectly. The most common case is the twenty per cent test under sub-paragraph 3) applied to the buyer’s assets instead of the seller’s, producing a false “below threshold” conclusion. Such a deal must be found in the target’s history and the exposure treated as live.

Where an infringement is found it is not always fatal to the transaction, but it must be reflected in the price or in the warranties. Related questions of tax review of a Kazakh asset are covered in the UPPERSETUP article on desk control and tax audits, and related-party reporting in the article on transfer pricing.

Allocating antitrust risk in the transaction documents

The Entrepreneurial Code places the filing duty on a specific person, but it does not stop the parties agreeing who prepares the pack, who bears the cost and what happens if the antimonopoly authority refuses. Below are the contractual devices that remove most of the disputes.

A condition precedent requiring clearance. Under sub-paragraphs 1) and 2) closing before clearance is expressly prohibited, so obtaining the AZRK act naturally becomes a condition precedent to completion. It should be drafted by reference to an act of the antimonopoly authority rather than to an “absence of objection”: the decision under Article 208(1) of the Code takes the form of an act.

Allocating preparation duties. The Code places the filing on the acquirer, or on the person taking the reorganisation decision, but most of the data — the target’s production, sales, export and import volumes for two years plus a three-year forward forecast — sits with the seller. The agreement should oblige the seller to produce that information by a set date and to stand behind its accuracy.

A mechanism for conditional clearance. Article 208(3) allows consent to be conditioned on requirements and obligations, including restrictions on managing, using or disposing of property. The parties should agree in advance which obligations the buyer must accept and which entitle it to walk away.

A mechanism for prohibition. A prohibition under Article 208(1) is issued with a reasoned opinion. The agreement should determine who bears preparation costs, what happens to any deposit or security payment, and when the parties’ obligations fall away.

The one-year period as a contractual long-stop. Article 208(4) requires the concentration to be carried out within one year of clearance. A long list of conditions precedent may not fit inside that window, so the one-year limit is worth carrying straight into the agreement as the long-stop date.

Liability for a missed notification. Under sub-paragraphs 3), 4) and 5) the notification is filed after the transaction has been concluded, when leverage over the counterparty has usually gone. It is sensible to provide for an obligation to file on time and for reimbursement of the fine under Article 161 of the Code on Administrative Offences if the obliged party fails to do so.

Warranties on antitrust history. Given the five-year limitation period, a seller’s warranty that all required clearances and notifications were obtained and filed, and that the conditions of earlier clearances were performed, has practical rather than decorative value.

A cooperation covenant. The antimonopoly authority may request information not only from the applicant but from any market entity and state body, and time is suspended while it does so. An obligation on the parties to respond to requests within a reasonable period bears directly on how long the procedure takes.

These devices work only where they are built into the agreement while it is being drafted rather than bolted on after signing; that is the province of legal support on the transaction.

Challenging AZRK decisions and conduct

A complaint against a decision, action or omission of the antimonopoly authority in matters of state service delivery must be filed no later than three months from the day the applicant learned that the administrative act had been adopted or the action taken. That is paragraph 20 of the state-service Rules as restated by Order of the Chairman of AZRK No. 6 of 21 June 2023.

The complaint goes to one of three addressees: the body hearing complaints (the superior administrative body or official); the authority responsible for assessing and monitoring the quality of state services; or the management of the service provider itself. It may be filed in writing by post, through the service provider’s registry, or through the portal; where the portal is used, the status of the complaint is visible in the personal account.

Extension is allowed on two expressly named grounds: the need for further study or verification of the complaint, including an on-site visit, and the need to obtain additional information. The complainant is notified of an extension in writing or electronically, with reasons.

An important procedural safeguard operates before the decision is taken. Under paragraph 24‑1 of the Rules the administrative body must give a participant in the administrative procedure the opportunity to state a position on the preliminary decision, of which the participant is notified no later than three working days before the decision is taken. Paragraph 18 of the Rules applies the same logic to a refusal of the service.

The Code notes separately that a complaint is not forwarded by the service provider to the superior body where a favourable act has been adopted or an administrative action taken that fully satisfies what the complaint asked for — the rule in Article 91(4) of the Administrative Procedural Code, to which the Rules refer expressly.

Finally, two different objects of challenge must be kept apart. A decision on a petition for clearance is challenged in the manner described, as an administrative act. A ruling imposing an administrative penalty under Article 161 or 162 of the Code on Administrative Offences is challenged under the rules of that Code: as noted, under Article 713 such a ruling is issued by the head of the antimonopoly authority or a deputy head, and by the heads of its territorial units and their deputies.

State registers and post-closing monitoring

Closing does not end the relationship with the antimonopoly authority: the buyer may find itself on one of the state registers AZRK maintains and acquire continuing obligations. Three registers matter to a buyer.

The state register of market entities holding a dominant or monopoly position. Its formation and maintenance are governed by Article 173 of the Entrepreneurial Code. Entry on the register follows directly from crossing the shares named in Article 172: thirty-five per cent where three circumstances coincide, fifty per cent with no additional conditions, and collective dominance of three or four entities. A deal that increases the buyer’s share may result in entry on the register after closing.

The state register of conglomerates. It was introduced by Article 172‑1 of the Code, added by Law of the Republic of Kazakhstan No. 71‑VIII of 6 April 2024. A conglomerate is a market entity or group of persons dominant or in a monopoly position on both a relevant and an adjacent commodity market; banking holdings, banks and their subsidiaries, and the single electricity purchaser and the balancing market settlement centre are excluded from the definition. The rules for analysing and monitoring conglomerates are approved by the antimonopoly authority. For vertically integrated groups this means that a deal adding a link on an adjacent market may change their status.

The register of monitoring trustees. It is maintained by the antimonopoly authority under Article 210‑1(10) of the Code in the manner it determines, and it admits candidates proposed by associations of business entities. This register is of interest to a buyer not in itself but as the source of candidates where clearance is conditional.

Beyond the registers, the Code provides for monitoring of market entities holding a dominant or monopoly positionon regulated markets — the subject of Article 197 of the Code.

The planning conclusion follows. What has to be assessed is not only the likelihood of obtaining clearance but the status the buyer will hold after the deal. A dominant position is not itself prohibited — what is prohibited is abusing it under Article 174 of the Code, which attracts a turnover fine under Article 159 of the Code on Administrative Offences. But a dominant entity carries a wider set of continuing obligations than an ordinary market entity, and the extreme sanction under Article 231 of the Code is compulsory division or spin-off in cases of abuse of a dominant or monopoly position.

How the regime has changed between 2015 and 2026

Chapter 18 of the Entrepreneurial Code has been rewritten eight times in eleven years, and knowing which version was in force on the date of a particular transaction is essential to any review of an asset’s history. The five-year limitation period means the 2019–2024 versions remain practically relevant.

The subordinate layer moved in step, and sometimes late.

The two tables bring out the essential point: the reform of 6 April 2024 rewrote the mechanism in the Code, the regulator conformed the Rules on 25 June 2024, but the Methodology for Assessing Economic Concentration remains in its 2021 wording as regards the notification forms. It is precisely that unclosed gap that generates the practical questions discussed above.

What to do when the deadline has already been missed

Missing the notification deadline, or closing without the required clearance, does not mean the position is beyond repair: the Code offers mechanisms that reduce the consequences, but they work only if you act. Below is the sequence to follow.

1.        Fix the exact dates. The date the transaction was concluded drives both the forty-five-day notification period and the start of the five-year limitation period under Article 62(2) of the Code on Administrative Offences. The date the antimonopoly authority discovers the offence starts the two-month period after which liability can no longer be imposed.

2.        Check whether the duty existed at all. A substantial share of apparent “infringements” turns out on review to be mischaracterisation in the other direction: the deal did not fall within the five sub-paragraphs, or the intra-group carve-out applied, or the threshold was not exceeded once the twenty per cent test was correctly measured against the transferring party’s assets.

3.        File the notification even if the deadline has passed. The Code does not prohibit a late filing, and Article 209 attaches the legal consequences to the notification being received: thirty calendar days after receipt, if no prescription to unwind the deal has been sent, the concentration is deemed effected. A late filing is penalised under Article 161(2), but no filing at all leaves the transaction in limbo indefinitely.

4.        Assess the substantive risk separately from the procedural one. Invalidity under Article 200(6) requires twoelements: the absence of clearance and the emergence of a monopoly position or a restriction of competition. If the deal does not touch competition, exposure is limited to the administrative fine.

5.        Prepare the market definition and share calculations in advance. If AZRK begins its review of the notification with signs of a restriction of competition, time will be suspended for the analysis, and a position prepared in advance influences the outcome.

6.        Do not ignore requests. Failure to supply information, supplying it incompletely, or supplying inaccurate information is a separate offence under Article 162 of the Code on Administrative Offences carrying a fine of up to 1,600 MCI, that is up to KZT 6,920,000 for a large business.

7.        Provide for the exposure and disclose it. Five years is a long horizon, and on a later sale of the asset a buyer will find the risk on proper due diligence.

A word on the prescription to unwind. Where one is issued, the prescription must be complied with within thirty calendar days; the Code does not expressly name the moment from which that period runs. On non-compliance the antimonopoly authority applies to court to compel performance — Article 209(3) of the Code. Challenging the prescription through the administrative route before the compliance period expires is more sensible than doing so after proceedings have been issued.

Step by step: from screening to closing

The correct sequence on a Kazakh deal runs to nine steps, and the first three are done before any binding document is signed. The order is not arbitrary: each step is only worth taking on a particular outcome of the one before.

1.        Map the group of persons under Article 165 of the Code — for the buyer and for the target. Work through all nine tests, including the family test 7) and the transitive test 8). The group counts as a single market entity, and its perimeter drives both the threshold and the intra-group carve-out.

2.        Match the transaction against the five sub-paragraphs of Article 201(1). If it falls within none of them, the regime does not apply and there is no need to go further. Check the carve-outs in Article 201(2) and Article 201(4) separately.

3.        Compute the threshold. Aggregate balance-sheet assets, or aggregate sales for the last financial year (net of VAT and excise), against KZT 43,250,000,000 at the 2026 MCI. Remember that the MCI is taken at the filing date, not the transaction date.

4.        Establish the route. Sub-paragraphs 1) and 2) mean prior clearance before closing. Sub-paragraphs 3), 4) and 5) mean notification within forty-five calendar days of signing. On competitive procedures, no later than thirty calendar days from the announcement of the winner.

5.        Run a preliminary market assessment. The parties’ combined share on the relevant commodity market after the deal: thirty-five per cent or below means the fast route, above thirty-five per cent means calculation of the Herfindahl-Hirschman Index, entry barriers and the Lerner Index. Assess the likelihood of conditional clearance and think through possible commitments in advance.

6.        Assemble the document pack under Article 204 of the Code for a petition or Article 207 for a notification. Number the documents by the paragraphs and sub-paragraphs of the relevant article, mark commercial secrets, and prepare the three-year forward forecast.

7.        File through the e-government portal with a digital signature. The service is free of charge. Count five working days for the completeness check and fifteen working days for the review, allowing for suspensions.

8.        Close within one year of the clearance decision. The one-year period under Article 208(4) is not extendable; missing it means filing afresh.

9.        Put compliance monitoring in place. Where clearance is conditional, consider engaging a monitoring trustee under Article 210‑1 and keep evidence of compliance for three years — the reopening period — and for five years given the limitation period in Article 62 of the Code on Administrative Offences.

Steps six to nine are no longer a one-off procedure but continuing work with corporate documents and deadlines, and they are easier to run alongside corporate administration support.

One further recommendation on deal documentation: write into the agreement who files the petition or notification and by when, and what happens if they do not. The Code places the duty on the acquirer, but a contractual allocation of responsibility and deadlines removes the argument between the parties once a fine has already been imposed.

Common mistakes and what they cost

Most infringements in this area are not deliberate: they come from mischaracterising the transaction at the outset.Below are the eight errors that recur most often, with the governing provision and the price.

One further risk deserves a warning, though it is not a mistake by the parties so much as something to prepare for. Article 200(5) of the Code was not conformed to Law No. 71‑VIII and still ties the state registration of rights to immovable property in the cases under sub-paragraphs 1) and 3) to the antimonopoly authority’s consent. Under sub-paragraph 3) no such consent exists in the new architecture. Where a deal involves the transfer of rights to industrial facilities, the registrar’s position is worth establishing before signing.

Who this affects and when professional review is essential

The economic concentration regime is far from universal, and the first step is to establish honestly whether your deal falls inside the perimeter. Below is a guide across three categories.

The regime almost certainly applies where the combined assets or revenue of the buyer with its group and the target exceed KZT 43,250,000,000 and one of the following occurs: a merger or accession of Kazakh legal entities; the purchase of a controlling stake in a Kazakh company; the acquisition of a production complex, equipment or a portfolio of intangible assets from a Kazakh market entity; the acquisition of management rights under a trust management or joint activity agreement; or the appointment of the same individuals to the management bodies of two or more companies with the power to determine how they do business.

The regime most likely does not apply where the transaction takes place within a single group of persons; where less than fifty per cent of voting shares is acquired without veto, blocking or sole-nomination rights; where the parties fall short of the threshold; where what is bought is non-industrial real estate or a land plot; or where a financial organisation acquires an asset for onward resale without voting rights.

Professional review is essential where the perimeter of the group of persons is not obvious; where the deal is structured through options, a corporate agreement or a shareholders’ agreement carrying special rights; where the parties operate on the same or an adjacent commodity market; where the combined share after the deal may exceed thirty-five per cent; where the deal touches several EAEU states; where a financial organisation is involved; or where the deal runs through competitive procedures or a privatisation.

Preparing the Kazakh side of a transaction usually splits into three workstreams, and UPPERSETUP has a dedicated practice for each: incorporation and corporate structure, legal support and accounting support, on which the correct computation of balance-sheet assets and sales volumes for the threshold depends. A general overview of working in the jurisdiction is on the Kazakhstan page.

Frequently asked questions

Is AZRK clearance needed if the buyer is a foreign company?

Yes, if the transaction falls within one of the five sub-paragraphs of Article 201(1) of the Entrepreneurial Code and the threshold of 10,000,000 MCI is exceeded. The buyer’s residence, the place of signing and the governing law of the agreement have no bearing on the filing duty — what matters is the effect on the Kazakh commodity market.

What is the merger filing threshold in Kazakhstan in 2026?

The threshold is KZT 43,250,000,000: ten-million times the monthly calculation index, which is KZT 4,325 in 2026. Either the aggregate balance-sheet value of assets or the aggregate volume of sales of goods for the last financial year, net of VAT and excise, is measured — exceeding one of the two limbs is enough.

Is clearance needed on the purchase of exactly fifty per cent of the interests?

No. Sub-paragraph 2) of Article 201(1) of the Code speaks of acquiring the right to dispose of more than fifty per cent of voting shares, participation interests or units. Exactly fifty per cent falls outside that ground, although where veto, blocking or sole-nomination rights come with it the deal may fall within sub-paragraph 4) and require notification.

What does it cost to file a petition with AZRK?

The state service “Consideration of petitions for consent to economic concentration” is provided free of charge. That is stated expressly in paragraph 6 of Appendix 1 to the Rules approved by Order of the Minister of National Economy No. 29 of 21 April 2020. Neither a state duty nor a review fee is provided for.

How long does AZRK clearance take?

Five working days for the completeness check and no more than fifteen working days to review an accepted petition. The overall period including suspensions cannot exceed twelve months; suspensions arise where additional information is requested and where a competition analysis is carried out.

Does a transaction inside a group of companies need clearance?

No. Sub-paragraph 3) of Article 201(2) of the Code expressly takes transactions occurring within a single group of persons outside the regime. But “group of persons” is defined by the nine tests in Article 165 of the Code, and it is those tests, not the corporate chart, that decide the question.

What happens if a deal closes without AZRK clearance?

A fine under Article 161(1) of the Code on Administrative Offences: 80 MCI for individuals, 200 MCI for small business, 320 MCI for medium-sized business and 1,600 MCI for large business, that is up to KZT 6,920,000 in 2026. In addition the transaction may be declared invalid by a court on the antimonopoly authority’s claim if it has led to a monopoly position and/or a restriction of competition.

Does AZRK need to be notified about the purchase of production equipment?

Yes, if the balance-sheet value of the fixed production and intangible assets being acquired exceeds twenty per cent of the balance-sheet value of such assets of the seller and the general threshold is crossed. The notification is filed within forty-five calendar days after the transaction is concluded, not before it.

Is a petition filed with the Eurasian Economic Commission?

No. The Eurasian Economic Commission does not review economic concentration transactions: Article 75(4) of the EAEU Treaty leaves that control to the national legislation of the Member States. The Commission deals only with conduct infringements under Article 76 of the Treaty on cross-border markets.

Can AZRK clearance be obtained in advance on the notification grounds?

Yes, for sub-paragraphs 4) and 5). Article 200(3) of the Code entitles market entities to file a petition for prior consent, and the document pack in that case is taken from Article 207 of the Code pursuant to Article 204(5).

How long does AZRK clearance remain valid?

One year from the date of the decision. If the economic concentration is not carried out within that period, the parties file a fresh petition — Article 208(4) of the Code. No extension of the one-year period is provided for.

Can AZRK revoke clearance it has already granted?

Yes. The grounds are in Article 208(5) of the Code: the emergence of circumstances on which clearance should have been refused (only where they come to light within three years of the decision); a decision taken on the basis of inaccurate information supplied by the applicant; and failure to perform the requirements and obligations on which clearance was conditioned. For the latter two grounds the Code sets no period. Where clearance is revoked, the state registration is declared unlawful and set aside by a court.

Does AZRK need to be notified where one person sits on the boards of two companies?

Yes, where that person determines the conditions on which both companies do business and the threshold is exceeded. Under Article 206 of the Code the notification is filed by the individual personally, and the fine of 80 MCI under Article 161(2) of the Code on Administrative Offences falls on that individual.

How is the threshold computed where a company has traded for less than a year?

Under Article 201(7) of the Code, where a market entity has carried on activity for less than one year, the volume of sales of goods is determined for the actual period of activity. The Code provides for no annualisation.

Is clearance needed when an asset is bought at auction or through a tender?

Yes, but the filing deadline is different. Under Article 200(4) of the Code, where the concentration is carried out through competitive procedures the petition may be filed either before the procedure begins or after it, but no later than thirty calendar days from the date the winner is announced.

Key points to remember

Economic concentration in Kazakhstan is a closed list of five grounds plus a single financial threshold; everything else is secondary. Below are eight propositions worth holding in mind on any deal involving a Kazakh asset.

•          The 2026 threshold is KZT 43,250,000,000, that is 10,000,000 MCI at an MCI of KZT 4,325. Either the aggregate balance-sheet value of assets or the aggregate volume of sales for the last financial year, net of VAT and excise, is measured.

•          Prior clearance is required on two grounds only: reorganisation by merger or accession, and the acquisition of more than fifty per cent of voting shares, participation interests or units.

•          The other three grounds are notification-based, with a deadline of forty-five calendar days after the transaction is concluded; if no prescription is issued within thirty calendar days the concentration is deemed effected.

•          The text of the Code is self-contradictory on sub-paragraph 3), and in its own rules the regulator has sided with the notification route: paragraph 3 of the Rules as restated by Order of the Chairman of AZRK No. 5 of 25 June 2024 confines clearance to sub-paragraphs 1) and 2).

•          A group of persons counts as a single market entity under the nine tests in Article 165 of the Code, including the family and transitive tests; intra-group transactions sit outside the regime.

•          The substantive test rests on a thirty-five per cent share, an increase in the Herfindahl-Hirschman Index of more than 250 or 100 points, and a Lerner Index of 0.5 or above.

•          The service is free, filing is exclusively through the e-government portal with a digital signature, the timetable is five plus fifteen working days, clearance lasts one year and can be reopened within three years.

•          There is no supranational merger control in the EAEU: Article 75(4) of the Treaty leaves it to national authorities, and a cross-border deal requires parallel filings.

Summary

Antimonopoly clearance for economic concentration in Kazakhstan is governed by Chapter 18 of the Entrepreneurial Code of the Republic of Kazakhstan No. 375‑V of 29 October 2015 and is granted by the Agency for the Protection and Development of Competition. Clearance or notification is required where the aggregate balance-sheet value of assets, or the aggregate volume of sales of goods for the last financial year, exceeds 10,000,000 monthly calculation indices, that is KZT 43,250,000,000 at the MCI of KZT 4,325 set for 2026 by Law No. 239‑VIII of 8 December 2025. Prior clearance is required under sub-paragraphs 1) and 2) of Article 201(1) — reorganisation by merger or accession, and the acquisition of more than fifty per cent of voting shares, participation interests or units. Under sub-paragraphs 3), 4) and 5) the antimonopoly authority is notified no later than forty-five calendar days after the transaction is concluded, and if no prescription to unwind the deal is issued within thirty calendar days the concentration is deemed effected. The petition is filed free of charge through the e-government portal with an electronic digital signature; the completeness check takes five working days, the review no more than fifteen working days, and the overall period including suspensions no more than twelve months. Clearance lasts one year and can be reopened within three years. Concentration is prohibited where it restricts competition; the key indicators are a combined share of thirty-five per cent or more, an increase in the Herfindahl-Hirschman Index of more than 250 points on a moderately concentrated market and more than 100 points on a highly concentrated market, and a Lerner Index of 0.5 or above. The fine under Article 161 of the Code on Administrative Offences runs from 80 to 1,600 MCI, that is up to KZT 6,920,000 for a large business, and the limitation period for legal entities is five years from commission and two months from discovery. The Eurasian Economic Commission does not review economic concentration transactions: Article 75(4) of the Treaty on the Eurasian Economic Union leaves that control to national legislation, and the Commission’s competence under Annex No. 19 is confined to conduct infringements under Article 76 of the Treaty on cross-border markets.

Sources

All Kazakh instruments are cited from the legal information system of the regulatory legal acts of the Republic of Kazakhstan; the same instruments are published in the Adilet system (adilet.zan.kz) under the same identifiers.

•          Entrepreneurial Code of the Republic of Kazakhstan No. 375‑V of 29 October 2015, Chapter 18 — as amended to 25 August 2026

•          Code of the Republic of Kazakhstan on Administrative Offences No. 235‑V of 5 July 2014 — as amended to 20 August 2026

•          Law of the Republic of Kazakhstan No. 71‑VIII of 6 April 2024 “On amendments and additions to certain legislative acts of the Republic of Kazakhstan on doing business”

•          Law of the Republic of Kazakhstan No. 239‑VIII of 8 December 2025 “On the Republican Budget for 2026–2028”

•          Order of the Minister of National Economy of the Republic of Kazakhstan No. 29 of 21 April 2020 approving the Rules for the state service “Consideration of petitions for consent to economic concentration”

•          Order of the Minister of National Economy of the Republic of Kazakhstan No. 416 of 14 December 2017 approving the Methodology for Assessing Economic Concentration on Commodity Markets

•          Order of the Chairman of the Agency for the Protection and Development of Competition No. 13 of 3 May 2022 approving the Methodology for Analysing the State of Competition on Commodity Markets

•          Decree of the President of the Republic of Kazakhstan No. 428 of 5 October 2020 “On certain matters of the Agency for the Protection and Development of Competition of the Republic of Kazakhstan”

•          Decision of the Supreme Eurasian Economic Council No. 29 of 19 December 2012 approving the Criteria for classifying a market as cross-border

•          Agency for the Protection and Development of Competition of the Republic of Kazakhstan — official page

•          E-government portal of the Republic of Kazakhstan

•          Treaty on the Eurasian Economic Union of 29 May 2014, Section XVIII and Annex No. 19 — consolidated text

•          Eurasian Economic Commission — frequently asked questions on antimonopoly regulation

•          Eurasian Economic Commission — reference information on improving the provisions of the EAEU Treaty (status of the “Fourth Large” Protocol)

•          National Bank of the Republic of Kazakhstan — daily official exchange rates

•          UPPERSETUP — Kazakhstan

Last reviewed: September 2026.

Disclaimer

This material is for information purposes only and does not constitute legal, tax, financial, investment or consulting advice. Before taking any decision, individual professional advice should be obtained that takes into account the specific situation, the jurisdiction, the status of the company and the current requirements of the regulators.