What is the procedure to start a business in Kyrgyzstan for the foreigners?

Question

Private Legal Organization · Accepted Answer

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Муратбек Азимбаев · Answer

Hello,
Branches and Representative Offices of Foreign Legal Entities
Branches and representative offices of foreign companies are not regarded as organizations of the Kyrgyz Republic. They are not regarded as independent participants of civil turnover and may enter into civil, labor, tax and other legal relations only on behalf of the founding organization. Liability for activities of the branch or representative office is borne by the founding organization. Branches and representative offices are endowed with the property of their founders, and act on the basis of the approved bylaws. The legislation of the Kyrgyz Republic distinguishes between branches and representative offices. The functions of representative offices are limited to representing a foreign legal entity and protecting its interests, performing transactions and other legal actions on behalf of the same. Branches, on the other hand, fulfil all or part of the functions of the foreign founder, including representation. The chiefs of the branch / representative office act under a power of attorney issued by the foreign legal entity.
Branches and representative offices located within the Kyrgyz Republic are subject to mandatory state registration.
State registration of branches and representative offices of foreign legal entities is carried out by the Ministry of Justice of the Kyrgyz Republic or its local offices. For the purposes of state registration of a branch or representative office, an applicant must submit the following documents (96 Article 10 and 15 of the Law of the Kyrgyz Republic “On State Registration of Legal Entities, Branches (Representative Offices)” dated February 20, 2009 No. 57 (with the latest amendments as of December 16, 2016).
1. The standard application form for registration;
2. The resolution of the authorized body of the legal entity to establishthe branch or representative office;
3. A copy of the certificate of state registration (re-registration) of the legal entity (for branches or representative of established by legal entities registered under the legislation of the Kyrgyz Republic);
4. A legalized/apostilled excerpt from the trade register or other
 proof that the foreign legal entity is in good standing under the laws of its country (for branches or representative offices established by foreign legal entities);

Муратбек Азимбаев · Answer

(Document legalization is carried out by Kyrgyz consular offices to respective foreign states or, where no such consular offices exist, by the consular service of the MFA of the Kyrgyz Republic upon prior legalization by the accredited diplomatic mission or consular office of the respective foreign state. Under Kyrgyz Law dated November 16, 2009 No.296, the Kyrgyz Republic has acceded to the Hague Convention abolishing the requirement of legalization for foreign public documents, October 5, 1961).
5. A copy of passport (or other document deemed to be the proof of identity under Kyrgyz law) of an individual being the head of the branch or representative office;
6. A power of attorney for a representative to represent a legal entity
 before the Ministry of Justice of the Kyrgyz Republic and its local
 offices;
7. A copy of passport (or other identify document recognized by
 the legislation of the Kyrgyz Republic) of an individual acting as a
 representative of a legal entity.

LEGAL ENTITIES

A variety of organizational legal forms of legal entities exist in the Kyrgyz Republic, the most common being:

Limited liability companies; and Joint stock companies (open or closed).The key legal acts regulating activities of legal entities are the Civil Code of the Kyrgyz Republic, the Law of the Kyrgyz Republic “On Business Partnerships and Companies”, and the Law of the Kyrgyz Republic “On Joint Stock Companies”.

In the Kyrgyz Republic legal entities obtain the respective status upon their state registration with the Ministry of Justice of the Kyrgyz Republic or its local offices.
To be registered, a legal entity must submit the following documents (Article 13 of the Law: “On State Registration of Legal Entities, Branches (Representative Offices)” of February 20, 2009 No. 57 (with the latest amendments as of December 16, 2016):
1. The application for registration in prescribed form;
2. The decision of the founder(s) to establish a legal entity;
3. If a legal entity is the founder of another legal entity, a copy of the
 certificate of state (re)registration;

Муратбек Азимбаев · Answer

4. If a foreign legal entity is a founder of another legal entity, a legalized/ apostilled excerpt from the trade register or other proof that the foreign legal entity is in good standing under the laws of its country.
5. A copy of passport (or other document deemed to be the proof of identity under Kyrgyz law) of an individual being the head of the legal entity;
6. A power of attorney for a representative to represent the established organization before the Ministry of Justice of the Kyrgyz Republic and its local offices;
7. A copy of passport (or other identity document recognized as such by the legislation of the Kyrgyz Republic) of an individual acting as a representative.
For the state registration of banks and other financial institutions, a written consent of the National Bank or its local offices is required.
Free economic zones (FEZs) are areas with special legal regime offering incentives to companies engaged in foreign trade and business activities (The Law of the Kyrgyz Republic “On Free Economic Zones in the Kyrgyz Republic” dated January 11, 2014 (with the latest amendments as of July 8, 2019 No. 83).

LICENSES AND PERMITS
The basic regulatory act governing the matters related to the licensing of certain types of activities, actions and operations is the Law of the Kyrgyz Republic “On Licensing and Permits System in the Kyrgyz Republic” (the “LPS Law”)No. 195 dated October 19, 2013 (with the latest amendments as of April 22, 2020).

Best regards,
Muratbek Azimbaev

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