This law was approved by the Jogorku Kenesh on September 25, 2025.
The purpose of adopting the new legislation is to improve the transparency of the organizational structure and to increase the accountability of economic entities consisting of a single participant for their obligations.
According to the new law, the following provisions are introduced:
1) The establishment of a limited liability company is permitted, where the sole founder (shareholder) will be another economic entity consisting of a single participant, provided that these economic entities are not controlled by foreign legal entities either directly or indirectly;
2) Solidary subsidiary liability is established for economic entities with a single participant (except for state and municipal bodies and institutions) for obligations:
– of economic entities of which they were or are participants at the time of fulfilling the obligations;
– of economic entities where the sole participants are single-founder economic entities, as well as subsequent organizations in the ownership chain;
3) A limitation on the number of levels in the ownership chain of economic entities with a single participant is introduced, namely:
– the registration of an economic entity is prohibited if its sole founder is a single-founder economic entity and the maximum allowable number of levels has been exceeded;
– the maximum depth of the chain for economic entities with a sole founder, which is another economic entity, should not exceed three levels, including the final entity;
4) The legal regulation for single-founder entities is clarified regarding their liability, stating that the norms on solidary subsidiary liability do not apply when the founders (shareholders) are state bodies, local self-government bodies, state and municipal institutions or enterprises, as well as other legal entities with state or municipal participation.
