For foreign investors and family offices with interests anchored in Kazakhstan's special economic zones, the question of what happens to those assets on death is rarely asked early enough. Kazakhstan's inheritance framework under the Civil Code is well-established. Yet the structure of asset holding within special economic zones — and particularly within the Astana International Financial Centre — introduces a parallel legal layer that can displace standard Civil Code succession rules in ways that few advisers outside the region anticipate. Understanding where the two regimes interact, and where they conflict, is essential to coherent succession planning for any estate with a Kazakhstani SEZ dimension.
Kazakhstan's general succession law follows the framework typical of civil-law jurisdictions: assets pass either by will (testament) or by operation of the statutory inheritance rules, with mandatory shares protecting close relatives regardless of testamentary intent. The Civil Code establishes a queue of inheritance classes, sets time limits for acceptance, and — for moveable property — applies the law of the deceased's last habitual residence. For immoveable property, the lex situs rule applies: Kazakhstani land and registered real property is governed by Kazakhstani law regardless of where the deceased was domiciled.
So far, this framework is familiar to European and common-law advisers. The complexity arises when the asset in question is not simply a parcel of land or a bank account, but a participation interest in an entity registered and operating within a special economic zone, a lease or sub-lease right over zone territory, or a right to a tax preference tied to a corporate structure inside the zone.
The Law on Special Economic and Industrial Zones of 2019 (referred to in this article as the 2019 SEZ Law) regulates the establishment, management, and operation of Kazakhstan's network of special economic and industrial zones, including conditions for participant registration, permitted activities, and the rights and obligations of zone participants. The statute is principally a commercial and administrative instrument. However, several of its provisions have direct implications for the transferability of interests on death — and those implications are not always transparent to foreign legal advisers approaching a Kazakhstani estate matter from a Civil Code baseline.
The starting point for any succession analysis is identifying which assets within the estate are connected to the SEZ framework. In practice, four categories arise with regularity.
First, participation interests in legal entities registered as zone participants. A foreign investor may hold shares or a participatory interest in a Kazakhstani legal entity that has obtained participant status under the 2019 SEZ Law. On the investor's death, those shares or interests form part of the estate and are in principle heritable. However, zone participant agreements commonly impose transfer restrictions — pre-emption rights in favour of remaining participants or the zone management body — that take effect on a change of ownership. Whether a transmission by succession constitutes a "transfer" triggering such restrictions is a question of Kazakhstani corporate and zone law, and one that is rarely resolved in advance.
Second, contractual rights under zone participation agreements. The 2019 SEZ Law contemplates that participant status is granted by agreement, and the terms of that agreement may specify that it is personal and non-assignable. If participant status and the associated tax preferences are personal to the contracting entity, a succession event at shareholder level may not directly affect participant status — but if the investor held participant rights in a personal capacity (less common but encountered in some industrial zone structures), the analysis is more complex.
Third, real property rights within zone territory. Kazakhstan restricts foreign ownership of certain categories of land. Within SEZs and industrial zones, land rights are typically structured as leases or sub-leases from the zone management body rather than freehold title. On death, a leasehold interest is in principle part of the estate, but the consent of the zone management body to transfer may be required — and an heir who does not meet zone residency or business activity criteria may not be permitted to assume the lease.
Fourth, intellectual property and incentivised asset positions. Certain SEZ structures, particularly those in technology and innovation zones, involve IP registrations and incentivised positions that are entity-specific. Succession planning that involves transferring the underlying corporate structure to an heir must take into account whether the IP and incentive position survive a change in beneficial ownership at the holding company level.
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The Astana International Financial Centre operates under a legal framework that is deliberately distinct from mainstream Kazakhstani civil law. The AIFC applies its own acts — based on English law principles — to commercial matters arising within the AIFC. The AIFC Court has jurisdiction over civil and commercial disputes between AIFC participants and the AIFC itself.
For succession planning, the AIFC dimension matters in two respects. First, where a foreign investor holds interests through an AIFC-registered entity — a company, limited partnership, or trust-equivalent structure — the transfer of those interests on death is governed by the constitutional documents of the AIFC entity and, potentially, by the applicable AIFC acts, rather than by the Kazakhstani Civil Code alone. Second, the AIFC framework permits the use of trust-like structures that are alien to Kazakhstani civil law outside the AIFC. A properly structured AIFC foundation or trust arrangement can, in principle, hold Kazakhstani SEZ assets and provide for succession in a manner that bypasses the Civil Code inheritance queue entirely — subject to the asset transfer restrictions discussed in § II above.
The significance of this for foreign investors is considerable. For a European family office accustomed to English trust law, the AIFC framework offers a recognisable structural vocabulary. For a Russian or Central Asian investor more familiar with civil-law approaches, the availability of a trust equivalent within the AIFC may be an unfamiliar but highly effective planning tool. In either case, the AIFC holding structure needs to be compatible with the underlying zone participation rights — a compatibility that must be verified asset by asset rather than assumed.
"The interaction between the AIFC's English-law framework and the Civil Code's mandatory inheritance rules remains an area where planning decisions made early can determine whether an estate is distributable on any realistic timeline at all." — Vitaliy Vetrov, Managing Partner, Vetrov & Partners
For foreign nationals — whether Russian, European, or from further afield — the cross-border dimension of a Kazakhstani SEZ estate introduces a further layer of complexity.
The first question is jurisdiction over the estate. Kazakhstani courts will assert jurisdiction over immoveable assets in Kazakhstan regardless of where the deceased was domiciled or where a foreign probate or succession proceeding is commenced. For moveable assets — including shares in Kazakhstani entities, which are typically treated as moveable property — a foreign court handling the estate may apply its own conflict-of-laws rules, which may in turn direct it to apply Kazakhstani law as the law of the company's registration. The result is that a single estate may simultaneously engage the succession procedures of two or more jurisdictions, and the sequence in which those procedures are conducted can have material consequences for the preservation of zone participant status.
The second question concerns the rights of foreign heirs under Kazakhstani law. The Civil Code does not discriminate between Kazakhstani and foreign nationals in the inheritance classes — a foreign child or spouse is entitled to inherit on equal terms with a Kazakhstani relative in the same class. However, the practical ability of a foreign heir to exercise those rights is constrained by the requirement to engage notarial succession procedure in Kazakhstan, to obtain a certificate of inheritance right from a Kazakhstani notary, and — for interests in zone-registered entities — to navigate the zone-specific transfer consent mechanisms. For heirs who have no prior relationship with Kazakhstani procedural requirements, this process is frequently underestimated in both time and cost.
The third question is the mandatory share. Under the Civil Code, certain close relatives are entitled to a mandatory portion of the estate regardless of the will. This applies to Kazakhstani-sited assets even where a foreign will is otherwise recognised. For a foreign investor who has structured a Kazakhstani SEZ portfolio on the assumption that a foreign will governs the entire estate, the mandatory share rule can produce outcomes that no domestic adviser anticipated.
For clients with both Russian and Kazakhstani assets — a combination that arises with notable frequency given the historical, commercial, and family ties between the two countries — the cross-border succession picture requires simultaneous engagement with Russian civil succession law and Kazakhstani Civil Code rules, as well as with whatever zone-specific constraints apply on the Kazakhstani side. Vetrov & Partners advises on the Russian dimension and coordinates with regional Kazakhstani counsel on matters requiring local qualification.
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Given the issues set out in §§ I–IV, a structured pre-mortem review of a Kazakhstani SEZ holding is the most reliable way to identify and resolve conflicts before they become estate administration problems. The following considerations arise consistently in our experience advising on cross-border estates involving Kazakhstan.
Review zone participation agreements for transfer triggers. Any agreement that grants participant status should be reviewed to determine whether a change of direct or indirect ownership — including a transmission by succession — constitutes a trigger event. If it does, the agreement should be renegotiated to carve out succession transmissions, or the holding structure should be amended to reduce the risk.
Consider interposing an AIFC holding structure. Where zone participation rights are held by an individual or by a non-AIFC entity, consider whether interposing an AIFC-registered holding company or foundation structure would allow the succession of the economic interest to be governed by AIFC rules rather than directly engaging zone transfer consent requirements. This is not always available — it depends on zone-specific rules and the nature of the underlying rights — but where it is, it can significantly simplify estate administration.
Prepare a Kazakhstani will or testamentary disposition. For any client with material Kazakhstani-sited assets, a Kazakhstani testamentary document — executed in accordance with Kazakhstani notarial requirements — reduces the risk that a foreign will is unrecognised or partially displaced by the mandatory share rules. The Kazakhstani will does not need to cover the entire estate; it can be limited to Kazakhstani-sited assets.
Identify and inform potential heirs. The Kazakhstani notarial succession procedure requires that heirs present themselves within six months of the date of death. For foreign heirs who are unaware of the existence of Kazakhstani assets, this deadline frequently passes without action. A letter of wishes or family memorandum documenting Kazakhstani holdings and the steps required to claim them is a low-cost intervention with material practical value.
Obtain legal advice in Kazakhstan for zone-specific matters. The analysis in this article is prepared by Vetrov & Partners in collaboration with regional Kazakhstan counsel. For matters requiring local Kazakhstani qualification — including zone participation agreements, notarial succession procedure, and AIFC entity structuring — the firm works with trusted Kazakhstani counsel and will coordinate the cross-border engagement accordingly.
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Q: Does Kazakhstan's 2019 SEZ Law directly govern succession to zone assets, or does the Civil Code apply?
A: The 2019 SEZ Law is a commercial and administrative statute, not a succession code. It does not directly govern who inherits assets connected to special economic zones. However, its provisions — particularly those concerning participant status, zone participation agreements, and transfer of rights — interact with the Civil Code's succession rules in ways that can restrict the free transmission of zone-connected assets. Whether a Civil Code transmission by succession triggers a zone-specific transfer consent requirement depends on the terms of the participation agreement and the category of right being transmitted. Both the zone framework and the Civil Code must be read together, not in sequence.
Q: Can a foreign national inherit a participation interest in a Kazakhstani SEZ entity?
A: In principle, yes. Kazakhstani succession law does not discriminate between Kazakhstani and foreign heirs in the inheritance classes — a foreign national in the relevant class is entitled to inherit on the same basis as a Kazakhstani national. In practice, however, two obstacles arise. First, zone participation agreements frequently include transfer-consent provisions that apply on any change of ownership, including succession; a foreign heir may not automatically satisfy the conditions for consent. Second, a foreign heir must engage Kazakhstani notarial succession procedure and, for entity interests, potentially comply with corporate registration requirements before exercising rights as a shareholder or participant. Early preparation is the most effective way to manage both obstacles.
Q: Does the AIFC framework override Kazakhstani Civil Code mandatory inheritance rules for assets held through AIFC structures?
A: Not automatically, and this is one of the most important nuances for sophisticated succession planning. The AIFC's English-law-based framework governs commercial matters within the AIFC — including the governance and transfer of interests in AIFC-registered entities. However, the Civil Code's mandatory share rules apply to assets situated in Kazakhstan regardless of the corporate wrapper. Where Kazakhstani-sited assets are held through an AIFC structure, the mandatory share entitlement of close relatives under the Civil Code may still attach to the economic value of those assets, even if legal title is held by the AIFC entity. The extent to which an AIFC trust or foundation structure can effectively insulate assets from mandatory share claims requires case-specific analysis. Advisers should not assume that AIFC structuring eliminates Kazakhstani mandatory share exposure without obtaining specific Kazakhstani law advice.
Q: What is the time limit for accepting an inheritance in Kazakhstan, and what happens if a foreign heir misses it?
A: Under the Civil Code, an heir must accept the inheritance within six months of the date of death. Acceptance may be formal (through notarial procedure) or deemed (by taking possession). If the six-month period is missed, the heir may apply to court to restore the period, provided there are valid reasons for the delay — but court applications of this kind are uncertain in outcome and time-consuming. For foreign heirs who are unaware of Kazakhstani assets, the six-month deadline typically passes before formal steps are taken. Preparing a clear record of Kazakhstani holdings accessible to potential heirs — and informing them of the deadline requirement in advance — is the single most practical step available in lifetime planning.
Q: How does a cross-border estate involving both Russian and Kazakhstani assets need to be managed?
A: Each country's succession rules apply independently to assets situated within its territory. Russian assets are governed by Russian succession law; Kazakhstani assets by Kazakhstani law, including any SEZ-specific overlay. The two procedures can be run in parallel, but they are typically handled through separate notarial or court processes in each country. For families with assets in both jurisdictions — which is common given the historical ties between Russia and Kazakhstan — coordinated advice spanning both legal systems from the outset reduces the risk of procedural conflicts, missed deadlines, and asset freezes during the succession period. Vetrov & Partners handles the Russian dimension directly and coordinates with regional Kazakhstani counsel on the Kazakhstani side.
Vetrov & Partners is a Russian boutique law firm established in 2009, recognised by Pravo-300 — Russia's principal legal directory — for eight consecutive years, and listed as a trusted adviser by the German Consulate General in Novosibirsk.
The firm advises foreign individuals, family offices, and their advisers on cross-border succession and wealth structuring matters involving Russian-sited assets and, in coordination with regional counsel, Kazakhstani and wider CIS-connected estates. With over 1,000 matters handled since inception, the team combines deep knowledge of Russian succession and civil procedure with direct partner-level involvement on every engagement.
This article was prepared in collaboration with Daniyar Abenov, Contributing Regional Analyst — Kazakhstan, who advises on Kazakhstani enforcement, asset recovery, and AIFC procedure.
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.
— Daniyar Abenov Contributing Regional Analyst — Kazakhstan · Enforcement, Asset Recovery and AIFC Procedure vetrovpartners.com/contributions/