Subsoil and mining licensing in Kazakhstan under the Law on Permits and Notifications: a checklist for foreign clients

Foreign investors seeking access to Kazakhstan's subsoil resources — whether for exploration, extraction, or processing of solid minerals — operate within a licensing framework that is more structured, and more consequential, than many first-time entrants anticipate. Under the Law on Permits and Notifications, subsoil use rights are categorised, sequenced, and conditioned in ways that differ materially from licensing regimes familiar to European, Asian, or North American investors. Getting the sequence wrong, or misreading the category of permit required, can result in licence invalidation, forfeiture of preparatory expenditure, or exclusion from future tender rounds. This checklist sets out the principal requirements that foreign companies and their advisers should verify before committing resources to a Kazakhstan subsoil project.

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The first step for any foreign investor is to establish the precise category of subsoil use right required. Under Kazakhstani law and the framework established by the Law on Permits and Notifications, subsoil use activities are not covered by a single, generic licence. They are divided into distinct categories — exploration, combined exploration and extraction, extraction, and related works — each carrying different permit types, authorisation bodies, duration limits, and conditions for extension or conversion.

A foreign company that structures its entry around the wrong category will face procedural obstacles at the conversion stage and may find that work performed under an exploration permit cannot be credited towards extraction authorisation without additional regulatory approval. In practice, investors targeting solid minerals (including coal, metallic ores, and non-metallic industrial minerals) are in a different regulatory stream from those targeting hydrocarbons or groundwater, and the competent authority and procedure differ accordingly.

What to verify:

• Whether your project falls within solid minerals, hydrocarbons, or another subsoil use category under Kazakhstani classification
• Which state body holds authorisation competence for your specific category
• Whether a combined permit (exploration and extraction) is available and preferable given your project timeline

Note: Misclassifying the category of subsoil use at the application stage is not correctable by simple amendment. A new application — with attendant queue position and fee — is typically required. For foreign entities unfamiliar with Kazakhstani administrative taxonomy, early confirmation through qualified local counsel is the practical risk mitigation step.

Kazakhstan operates a dual-instrument framework for subsoil licensing that frequently causes confusion for foreign investors. The Law on Permits and Notifications establishes the general architecture of state licensing in Kazakhstan — the categories of permit, the standard application procedure, the grounds for refusal, and the framework for appeals. However, for subsoil use specifically, the Subsoil and Subsoil Use Code (adopted in 2018 and amended on multiple occasions since) operates as a specialist instrument that takes precedence and modifies several of the general rules established by the Law on Permits and Notifications.

This relationship matters because the applicable procedure for obtaining a subsoil use contract, the applicable grounds for refusal, and the available appeal routes are governed primarily by the Code when the two instruments are in tension. The Law on Permits and Notifications remains directly relevant to ancillary licensing steps — environmental permits, water use permits, explosives handling, and other operational licences that a mining or extraction operation will require in addition to the core subsoil use right.

What to verify:

• Whether your core authorisation is structured as a permit under the Law on Permits and Notifications or as a subsoil use contract under the Code
• Which ancillary licences are required under the Law on Permits and Notifications for operations that will accompany subsoil use (transport, hazardous materials, environmental)
• Whether any recent amendments to either instrument affect the specific mineral category or region you are targeting

Kazakhstan's subsoil licensing regime imposes requirements not only on the activity, but on the legal form and ownership structure of the applicant entity. Foreign investors typically hold their Kazakhstan subsoil interests through a locally registered legal entity — most commonly a limited liability partnership (LLP) or a joint-stock company (JSC) under Kazakhstani corporate law. The licensing authority will assess the applicant entity's registration status, charter documents, and, in many cases, the beneficial ownership structure.

For foreign investors with EAEU-resident intermediaries (Russian, Belarusian, Armenian, or Kyrgyz holding entities), the treatment at the licensing stage may differ from that applied to entities with third-country parents, given Kazakhstan's EAEU Treaty obligations regarding investment and market access. However, EAEU membership does not eliminate the requirement for local incorporation; it affects the conditions under which that incorporation may proceed and the treatment of cross-border capital contributions.

What to verify:

• Whether the applicant entity is validly registered in Kazakhstan with charter documents consistent with the proposed subsoil activity
• Whether the ownership chain discloses any restricted foreign persons under Kazakhstani national security legislation applicable to strategic subsoil deposits
• Whether the EAEU holding structure creates any licensing advantages or triggers any additional disclosure obligations
• Whether a local partner or minimum local participation requirement applies to the specific category or deposit

Note: Kazakhstan designates certain deposits as strategic. Acquisition of subsoil use rights over strategic deposits by foreign entities — whether directly or through a Kazakhstani legal entity with a foreign-controlled ownership chain — requires approval from the Government of Kazakhstan in addition to the standard licensing procedure. Failure to obtain this approval renders the subsoil use contract voidable.

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The application package for a subsoil use permit or contract in Kazakhstan is document-intensive by the standards of most comparable jurisdictions. The Law on Permits and Notifications establishes a baseline document list for licensed activities generally; the Subsoil and Subsoil Use Code establishes supplementary requirements for the core subsoil authorisation. Together, these instruments produce a composite application requirement that foreign investors must plan for in advance — document preparation timelines are frequently underestimated.

Foreign-origin documents — company registration certificates, audited financial statements, director identity documents, powers of attorney — must in most cases be apostilled or otherwise legalised depending on whether the country of origin is a party to the Hague Convention, and must be translated into Kazakh and Russian by a certified translator. EAEU member state documents benefit from certain simplified recognition arrangements, but these do not extend to private sector corporate documents in all cases.

What to verify:

• The current document list published by the competent licensing authority for your specific permit category (the list is periodically updated and should be confirmed at the time of application preparation)
• Whether each foreign-origin document requires apostille, full legalisation, or benefits from a bilateral recognition arrangement
• The certified translation requirement — Kazakh-language translation is mandatory; Russian translation is required for most working documents
• Financial capacity requirements: applicants are typically required to demonstrate minimum financial capacity, with thresholds varying by deposit category
• Whether any documents submitted in a previous application cycle remain valid or must be re-issued

Note: Submitting an incomplete application package does not pause the regulatory clock in the way that a formal completeness query under English administrative procedure might. In practice, an incomplete submission is likely to result in rejection rather than suspension, requiring a full re-submission and consequent loss of queue position.

Foreign investors frequently plan their Kazakhstan subsoil projects against a licensing timeline that proves, in practice, to be optimistic. The Law on Permits and Notifications establishes statutory decision periods for permit applications, but these periods apply to the formal review phase after the application has been accepted as complete. Pre-acceptance review, supplementary information requests, and inter-agency consultations — particularly for environmental, land use, and strategic deposit clearances — add materially to the elapsed time.

A subsoil use contract, once signed, does not automatically confer the right to commence physical operations. Work-commencement rights typically require satisfaction of a further set of conditions — approval of a work programme, payment of signature bonuses where applicable, registration of the contract with the relevant state registry, and in some cases endorsement of an environmental impact assessment. Foreign investors who assume that contract signature equates to work authorisation have, in practice, incurred significant standby costs waiting for these downstream conditions to be cleared.

What to verify:

• The statutory decision period for your permit category and whether any exceptional circumstances may extend it
• Which post-contract conditions must be satisfied before physical operations may commence, and the anticipated timeline for each
• Whether an environmental impact assessment is required and, if so, whether it must precede or may run in parallel with the licensing procedure
• Whether a land use permit or surface rights agreement with the landowner must be obtained separately and coordinated with the subsoil use timeline

Obtaining the subsoil use permit or contract is not the end of the regulatory engagement. Kazakhstan's subsoil licensing regime imposes a structured set of ongoing obligations that, if not met, can result in suspension or revocation of the subsoil use right — even where the original grant was unimpeachable. For foreign investors, several of these obligations carry particular cross-border complexity.

The obligation to comply with approved work programmes — typically expressed as minimum annual expenditure commitments — is enforced through periodic reporting to the competent authority. Failure to meet work programme commitments is a standard ground for contract termination. Foreign investors who reduce activity levels in response to commodity price changes, financing difficulties, or force majeure events must ensure that any deviation from the approved programme is formally notified and, where required, approved through a contract amendment procedure.

Tax and customs obligations connected to the subsoil use operation — including subsoil use taxes, royalties, and customs duties on imported equipment — interact with the licensing regime in that material non-compliance with fiscal obligations can itself constitute a ground for licence review. Cross-border investors with Kazakhstan-Russia or broader EAEU supply chains should note that EAEU customs rules apply to goods moving within the union but that Kazakhstan's domestic subsoil fiscal regime operates independently of EAEU trade rules.

What to verify:

• The minimum annual work programme expenditure commitment and the procedure for approved variations
• Reporting frequency and format — typically quarterly or annual reports to the competent authority
• The local content obligations that apply to procurement, staffing, and contractor engagement
• The procedure for contract amendment, extension, and transfer — each carries separate regulatory approval requirements
• The applicable grounds for suspension and revocation, and the appeal procedure available to the licence holder

Note: Transfer of a subsoil use contract — whether through assignment, change of control at the holding company level, or restructuring of the investor entity — requires prior state approval in Kazakhstan. Transactions structured as acquisitions at the holding company level are nonetheless subject to the same pre-approval requirement if they result in a change of the beneficial controller of the subsoil use right. Foreign investors who complete such transactions without approval risk the contract being treated as void.

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• [Market entry and company formation in Kazakhstan: a guide for foreign investors](/jurisdictions/kazakhstan/company-formation/)
• [Regulatory licensing in Kazakhstan: an overview for foreign companies](/jurisdictions/kazakhstan/regulatory-licensing/)
• [Corporate and joint venture structuring in Kazakhstan](/jurisdictions/kazakhstan/corporate-jv/)
• [Cross-border disputes involving Kazakhstan: enforcement and jurisdiction](/jurisdictions/kazakhstan/disputes/)

Q: Does the Law on Permits and Notifications apply to all subsoil licences in Kazakhstan, or does the Subsoil and Subsoil Use Code govern separately?

A: Both instruments are relevant to a foreign investor seeking subsoil use rights in Kazakhstan, but they operate at different levels. The Law on Permits and Notifications establishes the general licensing architecture — categories of permit, procedural standards, and grounds for refusal — that applies across most regulated activities in Kazakhstan. The Subsoil and Subsoil Use Code functions as a specialist instrument and takes precedence for the core subsoil use authorisation where the two instruments conflict. In practice, the Code governs the subsoil use contract itself, while the Law on Permits and Notifications governs the ancillary operational licences — environmental, water use, hazardous materials handling — that accompany any extraction operation. Foreign investors should treat both instruments as applicable and verify the current interaction under the most recent amendments before submitting any application.

Q: What is the significance of Kazakhstan's designation of certain deposits as strategic for foreign licensing applicants?

A: The strategic deposit designation imposes an additional approval requirement — at Government level — on any acquisition of subsoil use rights by a foreign-controlled entity. This applies not only to direct applications by foreign legal entities but also to acquisitions of Kazakhstani entities that hold strategic deposit rights, where the transaction results in a change of beneficial control. The approval process adds materially to the timeline and requires disclosure of the full ownership chain. Foreign investors who complete such acquisitions without the required approval face a significant legal risk: the subsoil use contract may be treated as voidable, and the investor may lose both the asset and the expenditure committed to date.

Q: Can a foreign investor hold a Kazakhstan subsoil use contract directly, or must it operate through a local entity?

A: In practice, subsoil use contracts in Kazakhstan are typically held by locally registered entities. A foreign legal entity operating without a registered Kazakhstan presence faces substantive obstacles at the licensing stage — including document registration requirements, local regulatory reporting obligations, and fiscal identification requirements that presuppose a local legal presence. EAEU-resident entities (Russian, Belarusian, Armenian, Kyrgyz) benefit from certain facilitations in terms of establishment conditions under EAEU Treaty rules, but this does not remove the requirement for a Kazakhstan-registered vehicle for holding the subsoil use right itself. The structure of that vehicle — LLP, JSC, or branch in limited circumstances — should be confirmed with qualified Kazakhstan counsel before the application is filed, as the choice has implications for both the licensing process and the ongoing fiscal treatment of the operation.

Vetrov & Partners is a Russian boutique law firm established in 2009, recognised by Pravo-300 for eight consecutive years and listed as a trusted adviser by the German Consulate General in Novosibirsk.

The firm's Regulatory & Licensing work for clients with Kazakhstan interests is coordinated through our network of regional counsel in Kazakhstan and the broader EAEU area. Foreign companies entering the Kazakhstan subsoil sector regularly require coordinated advice that spans the Kazakh regulatory framework and the Russian or EAEU-side corporate and tax structure — an intersection the firm is experienced in managing. With over 1,000 matters handled since inception, we provide direct partner involvement on every cross-border engagement.

Enquiries: info@vetrovpartners.com | WhatsApp / Telegram: +7 (983) 510-38-76 | t.me/vitvetcom

This publication is provided for informational purposes only and does not constitute legal advice under Russian or any other applicable law. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Vetrov & Partners is a Russian-qualified law firm. For matters governed by foreign law or requiring local admission in another jurisdiction, we collaborate with trusted counsel in the relevant jurisdiction. For advice regarding your particular situation, please contact info@vetrovpartners.com.

— Aigerim Serikbayeva Contributing Regional Analyst — Kazakhstan · EAEU Trade, Customs and Market Entry vetrovpartners.com/contributions/