BMF Group offers comprehensive legal support to domestic and cross-border financial transactions, including issue and  offerings of debt and equity securities, corporate and project financing.

In such transactions we act as a local legal counsel for either a lender or a borrower.

Depending on a particular transaction and our assigned role, the clients entrusts us with drafting financing and security agreements, commenting and negotiating draft agreements, conducting legal due diligence in respect of a borrower or an issuer, providing legal opinions, preparing offering circulars, and assisting in obtaining all necessary authorisations and permits.

Our lawyers were retained on a number of landmark finance transactions involving a Kazakhstani component, have proven track-record in advising on Eurobonds issues, IPO. Among our clients are international and local development institutions, international and local banks, mining and manufacturing companies, pension and investment funds.

 Competition advice is often an inherent part of the sale and purchase of shares, participatory interests and assets.  Competition legislation imposes a number of bans and restrictions on natural monopolies and monopoly and dominant companies. Kazakhstan competition authorities also deal with unfair competition.

The firm’s unrivalled competition law expertise covers antitrust regulation, assistance in preparation and gathering of documents required for obtaining consents of competition authorities and representing our clients before antimonopoly authorities and in competition litigation.

Under Kazakhstan legislation, intellectual property objects and intellectual property rights (an “IP object”) include the results of intellectual and creative activity and equivalent means of individualisation of market participants, goods, work or services (trade name, trademark, service mark, etc.)  

An exclusive right to the result of the intellectual creative activity or means of individualization encompasses the property right of its owner to use the IP object in every way at his/her discretion.  Third parties can use the IP object only with the consent of its owner.

Our IP practice covers all aspects of IP law and protection of IP, including trademarks, inventions, industrial designs, utility models, copyrights and related rights, franchising, IP management. Our IP services embraces all stages: from advice and filing applications for registration of IP to defending our clients’ interests in courts and government agencies.  We pride ourselves in employing IP to optimize the operation of companies and to improve their financial condition. Independently or working closely with IP lawyers and trademark attorneys across the globe, we are able to meet our clients’ IP needs in all CIS countries and many countries all over the world.

Your initial consultation with an IP lawyer is free.

Find out more about key areas of our expertise here.

Our corporate practice covers a full range of legal corporate work: from the creation of legal entities (including by way of M&A), branches and representative offices to their liquidation.

In particular, our services include preparation of documents required for setting up a new company, including constitutive documents,  filing of an application for registration with the registering authority, opening of a bank account. Legal advice in relation to the operation of a company, branch or representative office may, depending on the client’s needs, include assisting in drafting various internal documents (including complex documents, such as Code of Corporate Governance), convening and conducting meetings of shareholders/participants, board of directors and other management bodies, drafting various agreements required in the course of the activity of a company, branch or representative office, conducting trainings and workshops for HR managers and in-house lawyers and other services.

Our corporate client-base  includes major international and local companies as well as middle-size and small-size businesses.

Our lawyers collaborated with the World Bank in relation to improvement of the Kazakhstan legislation  in the area of corporate governance. 

When entering Kazakhstani market, foreign companies face a variety of issues, and tax is one of the most important. Kazakhstani clients are also looking for  a sound tax advice when planning to expand their businesses, or developing new business or structuring transactions.

We provide to our clients quality domestic tax advice  for a company’s operation in general or certain business undertakings or in relation to specific transactions.  With our worldwide network of partner firms, we are well-positioned to offer cross-border tax advice and tax structuring designed to optimize (in a lawful manner) cross-border taxation of transnational holding companies.

Tax issues frequently arise in connection with structuring and implementation of deals.  We offer our clients fresh structuring solutions and tax advice, and, if a client needs, we also issue legal opinions on taxation of transactions from a Kazakh law perspective.

 Subsoil (oil & gas, mining) use is one of the most important industry sectors in Kazakhstan. This very sector witnesses the highest profile share and asset sale and purchase transactions. Corporate and project financing deals often also relate to subsoil users, construction of mining or processing facilities, financing of acquisitions of subsoil use assets.

Kazakhstani legislation imposes stringent requirements on subsoil users to obtain consents and permission documents from state bodies when engaged in subsoil use operations or alienating subsoil use rights and subsoil use-related assets.  For example, when alienating shares (participatory interests) in a company being a subsoil user, the state has a priority  right to acquire such shares (participatory interests).  This priority right also covers any transfer of shares in foreign companies if such companies directly or indirectly control a Kazakhstani subsoil user and their principal activity is associated with subsoil use in Kazakhstan.

We regularly advise on the regulation of subsoil use in Kazakhstan, provide legal support to subsoil use-related transactions, assist in preparation and gathering of documentation required for obtaining permits, representing clients before state bodies and in litigations in relation to subsoil use matters. 

 The legislation of Kazakhstan requires that agreements in respect of real estate should be governed by law of the Republic of Kazakhstan. The law also prescribes exclusive jurisdiction of the courts of the Republic of Kazakhstan over disputes related to real estate located in  Kazakhstan.  Accordingly, involvement of Kazakhstan lawyers in the real estate related projects is imperative. 

We pride ourselves on delivering complex development and construction projects and advising on the regulation of construction and real estate market in Kazakhstan.  We also assist with alienation (sale) and pledge of integrated real estate facilities.

Our pre-eminence, built on our international expertise and knowledge of the legislation  of Kazakhstan, allow us to act efficiently for our clients in a market-leading projects and handle all kind of work from the preparation of documentation to the sale of real estate.  We also boast expertise in advising on transactions involving cross-border financing of construction of large industrial facilities in Kazakhstan.

‘Mergers and acquisitions’ we deal in our practice take in most cases the form of purchase by one company of shares or participatory interests in another company. ‘Reorganisations’ in one of the forms permitted by the legislation of Kazakhstan (merger, consolidation, split-up, spin-off or transformation) or acquisitions by one company of assets of another company are less frequent in Kazakhstan.

The M&A work accounts for significant part of our practice. More often, we deal with cross-border transactions where a seller or a buyer or both is a foreign company.  Since in most cases a Kazakhstani company is the target of acquisition, this raises a lot of Kazakh law issues, including structuring of transactions, drafting documents, legal due diligence of a target company, obtaining necessary permits, etc.

We have a strong track-record in handling such types of transactions.  Depending on the client’s needs, we can either deal with certain aspects of the transaction or act as a “leading” counsel coordinating work of other counsels in different jurisdictions.

By engaging us, our clients benefit from our wide partner firm network in many countries which allows us to meet our clients business needs pertinent to cross-border transactions in other countries. 

As a leading dispute resolution practice, we provide advice and representation to clients on international arbitration and litigation in Kazakhstan and aboard.

Depending on the client’s needs, our work may cover development of strategy and tactics for a client in arbitration or litigation, drafting statements of claim, motions and other procedural papers, negotiating with an adverse party, drafting settlement agreements, appearing for a client in the arbitration and court hearings.

As and when the need arises to engage lawyers in other jurisdictions, our firm through its partner firm network has capabilities to locate, engage and manage such lawyers (with the client’s consent) in a coordinated manner to offer seamless service on a dispute resolution.

Since 1995, the firm has been representing the Government and state institutions of Kazakhstan, public enterprises and private companies in arbitrations and litigations in the countries of Central Asia, Europe and the United States.

We represented our clients before the International Centre for Settlement of Investment Disputes, the London Court of International Arbitration, the Arbitration Tribunal of the Stockholm Chamber of Commerce, other international arbitration institutions, as well as in courts of the Republic of Kazakhstan, the Republic of Turkey, and the Kingdom of the Netherlands.

Correct understanding and documenting of employment relations is one of  important challenges that companies face in Kazakhstan

The Kazakhstan law protects primarily the interests of employees, and while an employment contract may contain provisions which are favourable for an employer, such provisions (to the extent they are found inconsistent with the law) are in most cases treated as conditions worsening the employees’ position, and in practice courts apply the provisions set out in the legislation rather than those stipulated in the employment contract and decide disputes in favour of employees. It is therefore important to make sure that an employment contract includes such provisions which would protect, to the maximum extent, the employer’s interests and which do not conflict with the law.

Our firm advises on all aspects of the Kazakhstan labour law and offers services on drafting standard and special employment contracts (for example, for top executives), in obtaining work permits for foreign employees. We also conduct training courses and workshops for HR personnel on legal issues, assist in developing a document control system and drafting internal documentation of a company, as well as represent employers or employees in labour disputes, including appear before courts.  

Our firm offers a broad array of legal services in the area of international trade, ranging from drafting contracts on sale and purchase of goods to advising on complex regulatory matters of the Belarus-Kazakhstan-Russia Customs Union.

We advise suppliers and importers of foreign goods  on regulation of access to Kazakhstani goods market, including on import tariffs and charges, indirect taxes, import quotas and bans, licensing, and technical regulations. We assist domestic producers and exporters of Kazakhstani goods in applying export tariffs, export quotas and bans, advise them on compliance with export control and licensing requirements, and on introduction of governmental measures aimed at the protection of domestic market.

Our lawyers have an extensive expertise in cross-border sale and purchase, distribution, and trade financing transactions. When dealing with trade transactions, we offer an interdisciplinary approach covering the full range of issues which typically arise in connection with such transactions, including currency, antitrust, taxation, and intellectual property. Our trade practice has a proven track record in representing clients in arbitrations and litigations in trade-related disputes, and in disputes with customs authorities in relation to the application of the customs legislation.

Franchising is one of fast-developing and promising ways of expanding and doing business in Kazakhstan.  Over the last years, the market witnesses a growing number of companies operating on the basis of franchising, which relates, on one hand, to growing interest of foreign franchisors to the Kazakhstani market and, on the other, to the advantages of franchising as a form of doing business in the crisis and post-crisis environment.

A franchise (complex entrepreneurial license) agreement normally provides for transfer by a franchisor of a set of rights, and transfer of certain rights (for example, transfer of a right to use trademarks) requires registration of, firstly, the trademark itself and, secondly, of an agreement to use such trademark, in Kazakhstan.  Apart from the issues relating to use of intellectual property items by the franchisee, a franchise agreement may govern also other issues not connected with intellectual property, such as delivery of goods, terms and parameters of developing business in the franchisee’s geographical area, making payments, etc.

Our firm uniquely combines well-established intellectual property practice and transactional (including international) expertise.  Thanks to such combination, we offer to our clients complex legal advice for franchising projects, ranging from negotiating cooperation terms and conditions and drafting franchise agreements to registering transfer of intellectual property rights and enforcing franchise agreements.

If a franchise agreement is governed by a foreign law (which is common in “cross-boarder” franchising, when a foreign company acts as a franchisor), we provide assistance in “adapting” such franchise agreement to mandatory requirements of Kazakhstani legislation and also in explaining applicable Kazakhstani legislation to the parties and revealing Kazakhstani legal risks relating to the execution and performance of such franchise agreement.

The firm has extensive experience in providing legal support to franchising projects, which includes commenting on and negotiating franchise agreements and accompanying documentation on behalf of major fast-food restaurant networks, fashion retailers, a supermarket chain, petrol stations and an international group of hotels.