Alatau City Special Legal Regime: Key Points for Investors

Alatau City is a new city of accelerated development in Kazakhstan operating under the special legal regime established by the Constitutional Law of the Republic of Kazakhstan “On the Special Legal Regime of Alatau City” dated 8 May 2026 No. 286-VIII (the “Constitutional Law”), whose provisions enter into force in stages on 1 July 2026 and 1 January 2027, ahead of its full entry into force on 1 July 2027, with implementing regulations being developed to establish the detailed rules governing the regime’s operation. The regime is intended to create enhanced legal, organisational and economic conditions for private investment through a dedicated Administration and city-specific rules on licensing, permitting, taxation, customs, land, construction, finance, digital assets, investment protection and public-private partnerships (PPPs).

Located in the Almaty Region between Almaty and Konaev, along the Almaty–Konaev transport corridor, Alatau City has access to major East–West and North–South routes, including the Western Europe–Western China international transport corridor. Its development draws on the experience of international special economic zones and planned cities, including Shenzhen¹, where targeted regulatory reforms and infrastructure investment helped attract private capital and support industrial transformation. Alatau City’s location may also strengthen its role as a regional investment and logistics hub along the Middle Corridor and the wider Belt and Road Initiative, connecting China with Central Asia, the Caspian region and European markets.
For investors, its potential advantage lies in the combination of regulatory flexibility, digital administration and investment-oriented mechanisms. Their practical value will depend on implementing regulations, consistent application and the ability to structure individual projects on commercially viable and financeable terms.

Alatau City is organised into four specialised development districts, each designed to serve a distinct economic and investment function within a unified city-wide special legal regime: Gate district for finance and business, Golden district for education, healthcare and innovation, Growing district for industry and logistics, and Green district for tourism and leisure.²

The governance framework of Alatau City comprises three principal institutions: the Administration, responsible for the city’s strategic development, regulatory functions, business licensing and implementation of the special legal regime; the maslikhat, which exercises local representative powers, including approval of the local budget and socio-economic development programmes; and the akimat, which performs local executive functions, including socio-economic planning, budget implementation and municipal property management. The Administration is overseen by the Council of Alatau City, chaired by the Prime Minister of Kazakhstan, and supported by the Regulatory Commission, which contributes to regulatory policy and institutional development. ³

1. Residency, Business Licensing and Corporate Forms

The Constitutional Law establishes Alatau City residency and requires the Administration to maintain a register of residents. It provides for different resident categories, with eligibility criteria and registration procedures to be established by Administration acts.⁴ Residency is important because certain business activities and regulatory licences are reserved for Alatau resident entities.

Business licence, regulatory licences and permits

The business-licensing framework focuses on an entity’s “main business” in Alatau City: activities actually performed in the Alatau City that comprise its principal production, operational, commercial or technological functions directly generating revenue. An entity may be regarded as conducting its main business in Alatau City irrespective of its place of registration. Where activities constitute an entity’s main business in the Alatau City, they must generally be conducted under an Alatau City business licence.⁵

Business licensing is distinct from regulatory licensing and permitting. Certain activities may also require a regulatory licence or permit under Administration acts. Regulatory licences are generally available only to Alatau residents, while regulatory permits may be issued to residents and, where permitted, to other persons. Holding a business licence does not eliminate the requirement to obtain any applicable regulatory licence or permit. The Administration may recognise licences, permits, accreditations and other documents issued by designated countries with a high-quality infrastructure and/or designated international organisations; the scope and procedure will depend on implementing rules.⁶

Corporate structuring and registration

The main business of a legal entity in Alatau City may be carried out only by an Alatau resident legal entity. Non-resident entities may perform temporary or project-based works and services without establishing a branch. Permanent activities may be conducted through a branch registered in the Alatau City only within prescribed limits: a branch must not conduct the entity’s main business in the Alatau City, independently sell goods, or carry out activities reserved for resident entities. Exceptions may apply to foreign entities participating in projects through financing, supply of goods, or contracted services and project, design, research, development or technological work, provided they do not otherwise operate permanently or conduct their main business through a branch or representative office.

The Constitutional Law restricts non-resident entities from conducting licensable main business in the City, subject to its exceptions. It also prohibits transferring the place of registration of certain Kazakhstan legal entities into Alatau City and restricts Alatau residents from establishing branches outside the Alatau City.⁷ Administration acts are to govern resident entities’ legal forms, establishment, registration, reorganisation and liquidation and may provide for redomiciliation of foreign entities without termination of their activities.

Transitional arrangements

The residency requirements are scheduled to take effect on 1 January 2027. Existing non-state legal entities will be subject to a two-year transitional period, while existing branches will be subject to separate transitional requirements. In addition, qualifying Alatau SEZ projects may be transferred to newly established Alatau resident legal entities during the period from 1 January to 1 July 2027.⁸

Alatau Special Economic Zone (SEZ)

The Constitutional Law provides for the application of the SEZ regime in Alatau City, including tax and customs treatment.⁹Participant registration remains governed by the legislation on special economic and industrial zones and the relevant implementing rules. Eligibility depends on conducting activities on the list of priority activities approved for the Alatau SEZ under Order No. 72 of the Minister of Industry and Construction dated 22 February 2024. For example, eligible activities include construction materials manufacturing, electrical equipment and machinery production, vehicle and aerospace manufacturing, warehousing and logistics, and related infrastructure development.¹⁰

The SEZ registration procedure involves the submission of an application together with supporting corporate, financial and project documentation to the Management Company of the ‘’Alatau’’ SEZ (‘’MC’’). The required documents include:

• the applicant’s questionnaire;
• copy of the legal entity’s charter;
• a copy of decision of the legal entity’s supreme governing body approving the conduct of activities within the SEZ;
• the certificate of state registration (re-registration);
• copy of the identity document of the applicant’s first head;
• copy of financial statements for the preceding financial year;
• a feasibility study of the project (in accordance with MC requirements);
• a bank statement and credit report from a credit bureau;
• a certificate from the state revenue authority confirming the presence or absence of tax debt;
• confirmation of financial security for the project; and
• a preliminary (sketch) site design where construction is contemplated.

Financial security may be provided as cash, a bank guarantee, surety, pledge or insurance contract. Foreign applicants must also provide legalised corporate and status documents and notarised translations into Kazakh and Russian, as well as confirmation of the absence of taxpayer registration with Kazakhstan revenue authorities where required.

The application is reviewed and the relevant activity agreement concluded within 10 business days. Depending on the nature of the proposed activity, this is either an Agreement on Carrying Out Activities for SEZ participants or an Agreement on Carrying Out Non-Core Activities for persons carrying out non-core activities.

Registration with the Unified Coordination Center follows within a further five business days after receipt of the agreement. An SEZ participant certificate is issued to eligible participants, who become entitled to applicable tax benefits for priority activities in accordance with Kazakhstan tax legislation.¹¹

2. Public-Private Partnership (PPP) and Procurement

The Constitutional Law prioritises PPPs as a tool for Alatau City’s development. Alatau City-specific rules are to govern project preparation, procurement, implementation, PPP agreements, monitoring and evaluation, taking into account internationally recognised project-finance and bankability principles. The Administration may determine the list of PPP projects, including those developed or financed with international financial institutions (IFIs), and establish forms and procedures for state support. Potential sectors include transport, utilities, energy, water, waste management, social infrastructure, education, healthcare and digital infrastructure.¹² For projects extending beyond the City boundary, cooperation with Almaty and Almaty Region may be arranged through bilateral or trilateral agreements, including for infrastructure financing and PPP implementation.¹³

Procurement by Alatau City bodies and executive bodies implementing projects financed from the local budget is subject to Administration regulations. The stated principles include value for money, fairness, good faith, transparency, effective competition and phased development of local content.¹⁴

Investment angle

The principal opportunity is to tailor PPP structures and procurement to complex urban infrastructure, rather than rely solely on general procedures that may not address project-specific bankability requirements. Alatau City rules could provide clearer allocation of construction, operating, demand, availability, regulatory, land-access and termination risks, while preserving public-sector control over strategic assets and service standards. The Administration may draw on established PPP models in the GCC and wider MENA region for utilities, renewable energy, water, waste, social infrastructure and smart-city projects. Uzbekistan’s recent PPP and independent power producer programmes offer a regional reference for competitive tendering, standardised documents, government-support instruments, direct agreements, payment security and lender protections.

IFIs and development finance institutions (DFIs) can contribute more than debt financing: they may provide transaction advice, technical assistance, environmental and social expertise, credit enhancement, political-risk mitigation and longer-tenor or concessional funding. Their participation may also strengthen confidence in procurement. Cooperation with Almaty and Almaty Region is commercially relevant where transport links, power, water, wastewater, logistics or waste infrastructure must operate across administrative boundaries; joint arrangements may support scale, utilisation and stronger project fundamentals.

Procurement implications

For investors, the opportunity is not merely a separate procurement regime, but a more predictable and disciplined process. The Asian Development Bank’s Public–Private Partnership Monitor for Kazakhstan provides a useful reference for the existing national and local-government PPP landscape.¹⁵ Subject to the implementing rules, a bankability-focused process could include:

• early market sounding and investor consultation to test commercial assumptions, risk allocation and financing appetite;
• transparent prequalification criteria covering technical capacity, financial strength, PPP experience and ability to raise long-term finance, including clear rules for consortia, special-purpose companies and holding structures;
• two-stage or negotiated procurement where appropriate, allowing shortlisted bidders to refine technical and contractual terms without compromising competition or equal treatment;
• standardised, internationally recognisable tender and project documentation, adapted to the transaction; and
• a defined approach to land access, permits, tariffs or availability payments, payment security, foreign-exchange risk, change in law, termination compensation and a realistic timetable for due diligence and lender approvals.

If implemented through credible secondary regulations and bankable documentation, this framework could reduce execution risk and widen the pool of sponsors, infrastructure funds, operators, lenders and DFIs prepared to participate.

3. Currency, Banking and Cross-Border Financing

The special regime provides for Alatau City-specific currency regulation and currency-control rules to be developed by the Administration with Council approval and in coordination with the National Bank. Subject to applicable requirements, Alatau residents may open tenge and foreign-currency accounts with authorised and/or foreign banks, obtain foreign-currency financing, make contractual settlements in foreign currency and transfer capital. The regime also contemplates profit repatriation after payment of taxes and other mandatory payments, and currency-risk hedging for specified resident categories.¹⁶

Regulated financial activities under the Alatau regime may be carried out by resident entities subject to applicable licences and permits. Financial institutions and AIFC participants are not treated as Alatau residents unless they establish a branch or conduct their main business in the Alatau City. Kazakhstan and foreign financial institutions, as well as AIFC participants, may establish Alatau resident subsidiaries subject to regulatory requirements and approvals.¹⁷

Investment angle: cross-border financing

For infrastructure, real-estate and technology projects involving imported equipment, foreign EPC contractors or international lenders, the ability to access foreign-currency funding, make permitted foreign-currency payments and repatriate profits can affect bankability, project cash flow and financing costs. Kazakhstan’s sovereign credit standing may inform the broader risk assessment, but it does not eliminate project-level convertibility, transfer, counterparty or regulatory risk. The practical benefits of the City regime will depend on the final regulations and their consistent application.

A local financial-services ecosystem could support project and corporate lending, syndicated loans, guarantees, trade finance, treasury and cash management, FX and interest-rate hedging, leasing, insurance, fund management, infrastructure investment and digital payments. For projects with foreign-currency debt service or substantial imported capital expenditure, lenders will assess whether revenues can be converted and transferred for debt service and whether the currency-control framework is sufficiently predictable.

Government support considerations

A dedicated currency framework may reduce, but will not necessarily remove, the need for project-specific government support. Depending on the transaction, lenders may seek protections for convertibility and transfer, change in law, political force majeure, public-offtaker payment obligations, termination compensation, land availability, permits or grid connections. The need for such protections should be assessed project by project, considering the revenue model and payment currency, the share of foreign-currency costs and debt, the identity and creditworthiness of the public counterparty, the availability of tariffs or availability payments, and the enforceability of undertakings under the final regulations and project documents.

4. Digital Assets and Infrastructure

The Constitutional Law provides for a dedicated framework governing digital assets, including their concept, issuance and circulation, to be developed by the Administration in coordination with the National Bank and the relevant financial regulator. Applicable anti-money laundering and counter-terrorist financing (AML/CFT) requirements continue to apply.¹⁸ The regime also contemplates digital delivery of Administration services and recognition of digital records meeting applicable requirements on reliability, identification, traceability, data protection and cybersecurity. Foreign electronic signatures may be recognised for cross-border interactions where included in the Administration’s approved list.¹⁹

Investment angle

Digital infrastructure provides optionality rather than a substitute for conventional project finance. Nearer-term benefits may arise from digital investor onboarding, corporate filings and permits, electronic execution and traceable storage of contracts and approvals, foreign e-signatures, digital payments and improved tracking of project payments and compliance. Longer-term opportunities may include tokenisation or digital representation of eligible assets, receivables or investment interests and digital issuance or administration of securities, where legally permitted and supported by appropriate licensing, custody, settlement and investor-protection arrangements.

Alatau City may draw selectively on established financial centres such as Abu Dhabi Global Market (ADGM). The key lesson is that credible digital finance depends on clear regulatory classifications, authorisation requirements, prudential and conduct standards, robust AML/CFT controls, supervision and enforcement—not simply on permitting tokenisation. For infrastructure projects, administrative digitalisation and reliable electronic documentation are likely to provide more immediate benefits than crypto-asset issuance. The ultimate opportunity will depend on clear secondary legislation and credible supervision.

Future Outlook

The special legal regime is intended to position Alatau City as more than a conventional local-government jurisdiction, creating an investment-oriented and technology-driven urban environment with greater regulatory flexibility and administrative autonomy. The next stage is likely to focus on the adoption of Administration regulations and sector-specific rules, launch of the Alatau resident and business-licensing framework, and practical implementation of the tax and customs regime. Other areas include recognition of international standards and foreign licences, digital administration, smart-city technologies, experimental legal regimes, digital assets and frameworks supporting green and sustainable urban development.

The regime’s effectiveness will depend on the quality of secondary regulation and its practical, predictable application. Investors should distinguish between mechanisms established in principle and benefits available only once implementing rules and procedures are in force. If implemented consistently, Alatau City may provide a platform for infrastructure investment, technology-enabled businesses and innovative urban-development models.

How Unicase and Alvarez & Marsal Can Support Investors and Project Developers

• Market-entry structuring – Selecting the appropriate Alatau resident entity, residency category and licensing route, and assisting with registration and regulatory issues.
• Investment incentives – Structuring tax preferences, customs treatment and other support measures, aligned with investment obligations.
• Land and development – Title and land-use review, site acquisition, land-fund procedures, planning and construction structuring.
• Project development – Permits, regulatory licences, environmental approvals, technical regulation and international standards.
• PPP and infrastructure – Project structuring, procurement, PPP documentation, risk allocation and financing.
• Cross-border matters – Foreign investment, corporate structuring, currency, banking, digital assets and immigration.
• Disputes and enforcement – Administrative appeals, investment disputes, arbitration and contractual remedies.

Footnotes

^{1. https://alataucity.kz/en/news-shenzhens-experience-to-help-shape-kazakhstans-new-megacity-kanat-bozumbayev-presents-alatau-citys-potential-to-one-of-the-worlds-leading-technology-hubs.html}

^{2. Alatau city districts, https://alatau.city/districts/}

^{3. Chapter 2 of Constitutional Law}

^{4. Article 38 of the Constitutional Law}

^{5. Article 39 of the Constitutional Law}

^{6. Article 41 of the Constitutional Law}

^{7. Article 40 of the Constitutional Law}

^{8. Articles 39, 40, 78, 79 and 80 of the Constitutional Law}

^{9. Article 45 of the Constitutional Law}

^{10. Order of the Minister of Industry and Construction of the Republic of Kazakhstan No. 72 of 22 February 2024 On the approval of the Rules for maintaining the list of priority activities carried out within special economic zones and the List of priority activities by special economic zone}

^{11. Alatau City authority website, How to invest: https://alataucity.kz/en/invest.html}

^{12. Article 33 of the Constitutional Law}

^{13. Article 26 of the Constitutional Law}

^{14. Article 34 of the Constitutional Law}

^{15. Asian Development Bank, Public–Private Partnership Monitor: Kazakhstan (December 2022): https://www.adb.org/publications/public-private-partnership-monitor-kazakhstan; online Kazakhstan PPP Monitor: https://www.pppmonitor.adb.org/country/kazakhstan.}

^{16. Article 46 of the Constitutional Law}

^{17. Article 50 of the Constitutional Law}

^{18. Article 47 of the Constitutional Law}

^{19. Article 51 of the Constitutional Law}

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.