On Approval of the Standard Special Investment Contract

New Unofficial translation

Order No. 75 of the Minister for Investments and Development of the Republic of Kazakhstan of February 7, 2017 registered in the Ministry of Justice of the Republic of Kazakhstan on February 15, 2017 under No. 14806.

      Unofficial translation

      According to paragraph 2 of article 295-1 of the Entrepreneur Code of the Republic of Kazakhstan dated October 29, 2015 I hereby ORDER that:

      1. The enclosed Standard Special Investment Contract shall be approved.

      2. Investment Committee of the Ministry for Investments and Development of the Republic of Kazakhstan shall ensure:

      1) state registration of this Order in the Ministry of Justice of the Republic of Kazakhstan;

      2) hard and soft copy of this order in Kazakh and Russian sending to " Republican Center for Legal Information" Republican State Enterprise on the right of economic use for official publication and inclusion in Reference Control Bank of laws and regulations of the Republic of Kazakhstan upon expiry of ten calendar days after its state registration in the;

      3) this Order copy sending to the printed periodicals for official publication within ten calendar days after the State Registration of the present;

      4) this Order posting on the Internet resource of the Ministry for Investments and Development of the Republic of Kazakhstan;

      5) submission of data on performance of actions according to subparagraphs 1), 2), 3) and 4) of this paragraph to Legal Department of the Ministry for Investments and Development of the Republic of Kazakhstan within ten working days after the State Registration of the present Order in the Ministry of Justice of the Republic of Kazakhstan.

      3. Supervision over this Order fulfillment shall be entrusted to the supervising Vice-Minister for Investments and Development of the Republic of Kazakhstan.

      4. This Order shall be enforced upon its first official publication.

      Minister

      for Investments and Development
of the Republic of Kazakhstan Zh.Kassymbek

  Approved
by the order
of the Minister for Investment and
Development of the Republic of Kazakhstan
dated February 7, 2017 № 75

Standard special investment contract

      Footnote. Heading as amended in Kazakh, the text in Russian shall not be amended by the order of the deputy Minister of Foreign Affairs of the RK dated 28.11.2019 No. 11-1-4/631 (shall enter into force upon expiry of ten calendar days after the day of its first official publication).
      Footnote. The standard special investment contract in the wording of the order of the Minister of Foreign Affairs of the RK dated 25.10.2019 No. 11-1-4/557 (shall enter into force upon expiry of ten calendar days after the day of its first official publication).

Nur-Sultan city

_______________ (date, month, year)


      This special investment contract concluded between

      _______________________________________________________________________________

                              (name of the authorized body)

      represented by ___________________________________________________________________,


      (last name, first name, patronymic (if any)

      a head or person acting on his duties) acting on the basis of

      _______________________________________________________________________________

                              (provisions or orders)

      (hereinafter referred to as the Authorized Body), and

      ________________________________________________

      _______________________________________________________________________________,

      (name of the legal entity of the Republic of Kazakhstan, business identification

      number and date of state registration/re-reregistration)

      member of a special economic zone or owner of a free

      warehouse or legal entity that shall have entered into an industrial assembly agreement motor vehicles

      and implementing a special investment project represented by _____________________________

      _______________________________________________________________________________,

      last name, first name, patronymic (if any) of the first leader or other authorized person)

      acting on the basis of (charter or power of attorney) (hereinafter referred to as the legal entity),

      hereinafter referred to as Parties, bearing in mind that:

      1) The authorized body shall have rights directly related to the conclusion of a special investment contract;

      2) The parties agreed that a special investment contract shall be

      regulated their mutual rights and obligations in the exercise of

      ______________________________________________________________________________,

      (name of special investment project)

      and have entered into this special investment contract as follows.

1. Basic concepts

      1. The basic concepts shall be used in this special investment contract:

      1) a special investment project is an investment project implemented (realized) by a legal entity of the Republic of Kazakhstan registered as a participant in a special economic zone or owner of a free warehouse in accordance with the customs legislation of the Republic of Kazakhstan, and (or) acquired from a participant in a special economic zone or implemented by a legal entity of the Republic of Kazakhstan that has concluded an agreement on the industrial assembly of motor vehicles;

      2) a special investment contract - an agreement providing for the provision of investment preferences for a special investment project;

      3) components - components, in aggregate, constituting structural integrity of technological equipment;

      4) technological equipment - goods intended for use in the technological process of a special investment project;

      5) a third person - any person who shall not be a Party under a special investment contract;

      6) force majeure - the force majeure circumstances complicating the course or resulting in impossibility of further performance of the special investment contract (the military conflicts, catastrophes, natural disasters and other);

      7) raw materials and (or) materials - any mineral, component, part or other product used to produce finished products through a technological process.

2. Subject of a special investment contract

      2. The subject of this special investment contract shall be the granting of investment preferences to the Legal Entity in the form of exemption from customs duties of process equipment, components and spare parts, raw materials and (or) materials, as well as raw materials and (or) materials as part of finished products provided for by the legislation of the Republic of Kazakhstan in the field of entrepreneurship within the framework of a special investment project;

      exemption from value added tax on the import of goods as part of finished products produced in the territory of a special economic zone or free warehouse in accordance with the tax legislation of the Republic of Kazakhstan;

      exemption from value-added tax on the import of raw materials and/or materials in vehicles and/or agricultural machinery placed under the customs procedure of a free warehouse in accordance with the tax legislation of the Republic of Kazakhstan.

3. Purpose of the special investment contract

      3. This special investment contract shall establish the legal framework for the contractual relationship between the Authorized body and the Legal entity in accordance with applicable law for the purpose of providing investment preferences in the implementation of

      _________________________________________________________________________

      (name of special investment project)

4. Object of investment activity

      4. The object of investment activity under this special investment contract shall be

      _______________________________________________________________________________,

      (special investment project)

      address of the legal entity implementing the special investment project

      _______________________________________________________________________________.

5. Rights of the Parties

      5. The authorized body shall have the right to:

      1) within the delegated authority to represent the Republic of Kazakhstan during negotiations with the Legal entity;

      2) exercise other rights stipulated by the current legislation of the Republic of Kazakhstan.

      6. A legal entity shall have the right to take any actions that do not contradict the terms of a special investment contract and the current legislation of the Republic of Kazakhstan for the implementation of a special investment project.

      7. The Parties shall have the right to introduce amendments and additions to the special investment contract by mutual agreement in accordance with the legislation of the Republic of Kazakhstan.

6. Obligations of the parties

      8. The authorized body shall, within the limits of its competence, shall provide investment preferences through the conclusion of this special investment contract.

      The legal entity shall undertake to comply with and not violate the terms of this special investment contract when implementing a special investment project.

7. Force majeure

      9. Neither Party shall be liable for failure to perform any obligations under the special investment contract if such failure or delay in performance is caused by force majeure (hereinafter referred to as force majeure).

      10. Force majeure shall include force majeure, that is, extraordinary and unpredictable circumstances under these conditions (natural phenomena, military operations, etc.).

      11. In case of full or partial suspension of works under a special investment contract caused by force majeure, the period of these works is extended for the period of force majeure and resumed from the moment of termination of force majeure.

      12. In case of a force majeure event, the Party affected by the event shall notify the other Party within 15 working days from the date of its occurrence by sending a written notice indicating the date of the event commencement and describing the force majeure event.

      13. In case of force majeure, the Parties shall immediately negotiate to find a solution to the situation and use all means to minimize the consequences of such circumstances.

8. Confidentiality

      14. The Parties, in accordance with the legislation of the Republic of Kazakhstan, shall comply with the confidentiality conditions (according to paragraph 15 of this special investment contract) for all documents, information and reports related to the work on the implementation of this special investment contract during its validity period.

      15. Neither Party shall, without the written consent of the other Party, be entitled to disclose confidential information related to the implementation of a special investment project unless:

      1) information shall be used during the trial;

      2) information shall be submitted to third parties providing services of one of the Parties under a special investment contract, provided that such third party shall undertake to comply with the conditions of confidentiality of such information and use it only for the purposes specified by the Parties and for the period specified by the Parties;

      3) information shall be provided to a bank or other financial institution from which a Party shall receive funds under a special investment contract, provided that such bank or financial institution shall undertake to comply with the conditions of confidentiality of such information;

      4) information shall be provided to state revenue bodies or other authorized state bodies of the Republic of Kazakhstan, which shall have access to any information, including bank secrecy, relating to any bank accounts of the Legal entity, including those opened in foreign banks outside the Republic of Kazakhstan;

      5) The authorized body shall publish in the mass media regulatory legal acts related to the implementation of a special investment project, for which a special investment contract has been concluded. At the same time, the Authorized body shall have the right to publish only information on the amount of investments, the region of implementation, the number of jobs created and the name of a special investment project.

9. Dispute resolution

      16. In case of contentious situations, the Parties shall undertake to make every effort to resolve disputes and disagreements related to the fulfillment or interpretation of any of the provisions of the special investment contract through negotiations with the parties concerned.

      17. If the Parties do not reach agreement within two months from the date of receipt of the written appeal of either Party to the other Party, the resolution of disputes may be carried out in the court of the International Financial Center “Astana” / International Arbitration Center “Astana” /judicial authorities of the Republic of Kazakhstan, as well as in arbitrations determined by the agreement of the parties.

      Footnote. Paragraph 17 in the wording of the order of the deputy of the Minister of Foreign Affairs of the RK dated 28.11.2019 No. 11-1-4/631 (shall enter into force upon expiry of ten calendar days after the day of its first official publication).

      18. The parties shall not be exempted from fulfilling the obligations established by the special investment contract until the full resolution of disputes and disagreements.

10. Guarantees of stability of special investment contract

      19. The legal entity shall be provided with full and unconditional protection of rights and interests, which shall be ensured by the Constitution of the Republic of Kazakhstan and other regulatory legal acts of the Republic of Kazakhstan, as well as by international treaties ratified by the Republic of Kazakhstan.

      20. A legal entity shall have the right to compensate the damage caused to him as a result of the issuance by state bodies of acts that shall not comply with the laws of the Republic of Kazakhstan, as well as illegal actions (inactions) of officials of state bodies in accordance with civil legislation of the Republic of Kazakhstan.

11. Applicable law

      21. For a special investment contract, the current law of the International Financial Center “Astana” /law of the Republic of Kazakhstan shall be applied.

      Footnote. Paragraph 21 in the wording of the order of the deputy of the Minister of Foreign Affairs of the RK dated 28.11.2019 No. 11-1-4/631 (shall enter into force upon expiry of ten calendar days after the day of its first official publication).

12. Validity and entry into force of the special investment contract

      22. This special investment contract shall come into force upon its conclusion.

      23. Special investment contract shall expire

      _________________________________________________________________________.

13. Terms of termination of special investment contract

      24. The special investment contract shall be terminated under the following conditions:

      1) after the expiry of the period specified in the special investment contract or ahead of schedule upon cancellation of registration as a participant in the special economic zone, the owner of the free warehouse, termination of agreements concluded by the Legal entity on the industrial assembly of motor vehicles, being the basis for the conclusion of a special investment contract, in case of non-fulfillment of obligations by such Legal entity, including the owner of a free warehouse that has entered into agreements on the industrial assembly of motor vehicles, the obligations specified in such agreements;

      2) on the basis of the written appeal of the Legal entity on termination of the special investment contract;

      3) in case of violation by a legal entity of the requirements of the customs legislation of the Republic of Kazakhstan, the fulfillment of which is necessary to receive investment preferences within the framework of a special investment project provided for in Articles 531, 534, 539, 544, 548, 549, 550, 551, 553 of the Code of the Republic of Kazakhstan dated July 5, 2014 "On administrative offenses."

14. Language of special investment contract

      25. The text of the special investment contract, amendments, annexes, additional documents attached to this special investment contract shall be prepared in the state and Russian languages, as well as in English if necessary. All copies shall be equally authentic and have the same legal force, unless otherwise provided for in the terms of the special investment contract.

      26. The parties shall agree that ___________ language shall be used as a language of communication.

15. Additional provisions

      27. Notifications shall be submitted on purpose or shall be sent by mail with notification to the following address:

      Authorized Body: ____________________________________________________

      (name, legal address, telephones)

      head of the Authorized body: _______________________________________

      (last name, first name, patronymic (if any)

      Legal entity: ________________________________________________________

      (name, legal and actual addresses, telephones, e-mail address)

      head of the Legal entity:

      __________________________________________________________________________

      (last name, first name, patronymic (if any)

      28. Within five working days, the authorized body shall notify the state revenue body of the conclusion or amendment or termination of a special investment contract.

      29. If addresses under the special investment contract are changed, each Party shall notify the other Party in writing within two weeks.

      30. This special investment contract shall be signed _________ ____"__" in the city of Nur-Sultan, Republic of Kazakhstan, Authorized representatives of the Parties.

Authorized body:

Legal entity:

Signature _____________ Place of seal

Signature _____________ Place of seal

  Annex
to Standard special
investment contract

List
of products (finished products) produced in the territory of free warehouses or special economic zones,
or within the framework of the agreement on industrial assembly of motor vehicles

№ r/n

Product name (finished product)

Code EAEU CN of FEA*

1.



2.



      * EAEU CN of FEA – Eurasian Economic Union's Commodity Nomenclature of Foreign Economic Activity 

Authorized body:

Legal entity:

Signature _____________ Place of Seal

Signature ______________ Place of seal

If you found any error on the page, please highlight a word or a phrase and then press «Ctrl+Enter» key combination

 

On-page search

Enter text to search

Hint: Browser has internal on-page search. It works faster and is usually activated by pressing ctrl-F.