Law

Subsoil use rights in Kazakhstan for foreign investors: new licence, acquisition or JV (2026)

Who can hold subsoil use rights in Kazakhstan, which solid minerals licences exist and three routes in: a new licence, buying a right or stake, a JV or earn-in.

Updated 26 September 2026 · 13 min read

Contents

A foreign company can hold a subsoil use right in Kazakhstan in its own name: the Subsoil Code accepts applications from legal entities registered under the laws of another state. There are three ways into an ore project: apply for an exploration licence over free blocks, buy a subsoil use right or a stake in the holder company with the permission of the competent authority, or agree a joint project with a licence holder. The rules cited are those of the Code of the Republic of Kazakhstan "On Subsoil and Subsoil Use" as amended by Law No. 337-VIII, in force from 7 September 2026. The text is current as of 26 September 2026.

Who can be a subsoil user

Under Art. 18 of the Code, a subsoil user may be an individual or a legal entity, unless the Code provides otherwise. A right may belong to several persons at once, in which case each holds a defined share.

The articles on applications contain no requirement to register a company in Kazakhstan beforehand. A foreign legal entity confirms its registration with an extract from the trade register or another legalised document (Art. 187 for exploration, Art. 204 for mining, Art. 40 for re-issuance of a licence). Documents are filed in Kazakh and Russian; foreign documents need a notarised translation.

Some requirements are still tied to Kazakhstan. You need a certificate from the tax authority confirming that you have no tax debt above 6 MCI (monthly calculation index). Financial capacity is confirmed by a statement from a Kazakhstan bank, financial statements audited under the Kazakhstan law on audit, a loan agreement or a letter from a rating agency (Art. 187(4)–(5)). Whether to apply as the foreign company or to set up an LLP in Kazakhstan depends on the tax and corporate structure — check with a lawyer.

There are also restrictions:

only citizens of Kazakhstan can be granted an artisanal mining licence (Art. 263);
uranium has a special regime: areas are granted to the national company in the uranium sector through direct negotiations (Art. 160), and on territories with uranium mineralisation listed in the State Subsoil Fund Management Programme (PUGFN), only that company may apply for exploration (Art. 187(1));
a licence or permission will be refused if granting it would threaten national security or lead to a concentration of subsoil use rights. The Code defines concentration as a share in rights held by one person or a group of persons from one state that threatens national security (Art. 45(10), Art. 190(1)).

Solid minerals licences in Kazakhstan

The Code provides for six types of licence in total (Art. 30). Four of them are relevant to ore projects:

Licence	What it gives	Term	Transferable?
Geological study (Art. 84)	Geological mapping and geophysics. No exclusive right to the area	3 years	No (Art. 40(2))
Solid minerals exploration (Arts. 185, 193)	Exclusive right to search for a deposit and estimate resources and reserves. Up to 200 blocks	6 years + one extension of up to 5 years	Yes, with permission, but not in the first year
Solid minerals mining (Arts. 202, 211)	Extraction, mining operations, operational exploration	Up to 25 years, no limit on the number of extensions	Yes, with permission
Artisanal mining (Arts. 263, 268)	Placer precious metals and gemstones, worked by small-scale methods	3 years + 3 years	No

An investor in an ore project needs exploration and mining licences. The holder of an exploration licence acquires the exclusive right to a mining licence within its area if the resources and reserves of the discovered deposit are confirmed by a report (Art. 201). This right cannot be assigned separately from the licence (Art. 201(6)).

Route 1. A new licence for a free area

An exploration area is made up of blocks measuring one minute by one minute in geographic coordinates (Art. 19(2)). A single application may cover no more than 200 blocks (Art. 187(2)).

Priority. Applications for the same block are considered in order of receipt. The date and time of filing are recorded and published on the unified subsoil use platform on the same day (Art. 187(9)–(10), Art. 189).
Blocks that have become free again. If several applications for such a block are filed within 15 working days after information about it is published, the order of priority is decided by auction (Art. 189-1).
Review. The authority reviews the application within 10 working days and sends a notice requiring security for the liquidation of the consequences of exploration. Art. 188(1) allows 40 working days from the date of the notice for this, but the same paragraph refers to refusal 35 working days after the notice is published. Check the exact deadline with a lawyer. Once the security is provided, the licence is issued within 5 working days.
Documents. A description of the work by year, proof of financial capacity covering the minimum expenditure for the first year, and proof of professional capacity: a geologist or geophysicist on staff or under contract (Art. 187(4)–(6)).

Not all areas are granted in order of receipt. Areas with reserves and resources registered by the state, and areas where state geological study has identified potential, are put up for auction. The winner is the bidder offering the highest signature bonus (Arts. 221-1, 221-2). From 7 September 2026, an auction territory (except for coal) can be moved for three years into a category reserved for the national company in the solid minerals sector (Art. 70(3), Art. 221-6). So before applying, it is worth checking the State Subsoil Fund Management Programme (PUGFN).

Steps, timelines and obligations are covered in the guide Solid minerals exploration licence in Kazakhstan.

Route 2. Buying a subsoil use right or a stake in a company

The right itself or a share in it (Art. 40). The transaction is completed by re-issuing the licence on a joint application by the seller and the buyer. The state authority re-issues the licence or gives a reasoned refusal within 7 working days.
Objects associated with a subsoil use right (Art. 41). These are participatory interests, shares and units in a company holding a solid minerals exploration or mining licence, and in companies that directly or indirectly determine its decisions. Shares traded on an organised securities market are not such objects.

In both cases, permission from the competent authority is required (Art. 44(1)). It is not needed in the cases listed in Art. 44(2). The main ones are:

a transfer within a group where one person owns at least 99%, provided the acquirer is not registered in a state with a preferential tax regime;
a purchase of interests or shares after which the buyer holds less than 25% in the subsoil user company or in a company that influences its decisions. Before 7 September 2026, the threshold was 1%. By its wording, this exception does not cover a share in the subsoil use right itself;
shares and units carrying no voting rights and no participation in management.

The permission procedure (Art. 45):

the competent authority reviews the application within one month, or three months for large deposits and strategic areas;
an expert commission examines the documents for up to 15 working days, or up to 45 for large and strategic objects;
if the area includes a large solid minerals deposit, the documents are sent to the national security authorities. For example, a copper deposit counts as large if its resources exceed 5 million tonnes, and a gold deposit if they exceed 250 tonnes (Art. 14(3));
if a refusal is based on national security, no reasons are given;
the permission is valid for one year.

What to keep in mind:

the transfer of a right under an exploration licence is prohibited in the first year of the licence (Art. 40(2)). Literally, the ban applies to the right itself (a share in the right). For shares and interests in a solid minerals licence holder, Art. 42 contains no such ban. Check with a lawyer how this is applied in practice;
a buyer of shares or interests notifies the competent authority of the transaction within one month (Art. 42(2)). The subsoil user reports a change in the persons who control it within 30 calendar days (Art. 47). Direct control includes, in particular, more than 25% of interests or votes;
a transaction made without permission or after the permission has expired may be declared invalid by a court on a claim by the competent authority (Art. 44(4) as worded from 7 September 2026). Under the previous wording, such transactions were void. Check with a lawyer which wording applies to transactions concluded before 7 September 2026.

The permission and the 2026 changes are covered in the guide Transfer permission for subsoil use rights.

Route 3. A joint venture or earn-in with a licence holder

The word "earn-in" does not appear in the Code. Legally, it is a staged acquisition of a share in the subsoil use right or of interests in the holder company, and the Route 2 rules apply at each stage. Structuring options:

Joint holding of the right. The licence states the shares of all holders (Art. 18(2), Art. 31(4)).
Joint company. The licence is held in the company's name, and the investor takes an equity stake in it.
Staged entry. Each stage is tested against Art. 44. If the investor buys interests in the holder company and stays below 25%, no permission is required (Art. 44(2)). At 25% or above, permission is required, and above 25% the subsoil user notifies the change of control (Art. 47). A share in the subsoil use right itself requires permission regardless of its size.

For earn-in, Art. 192(9) matters: expenditure on acquiring a subsoil use right does not count towards the minimum exploration expenditure. Only the subsoil user's expenditure on work in the area counts. So it is better to separate exploration funding and payment for the stake in the agreement.

From 7 September 2026, a separate regime applies to areas granted to the national company in the solid minerals sector on a priority basis (Chapter 28-2). Such a right can be transferred only to a joint venture in which the national company holds at least 30% and a right of control. The strategic partner in that joint venture undertakes commitments on investment, technology transfer and production financing (Art. 221-9). A stake is sold to third parties through a competitive procedure.

The state's priority right and strategic areas

Under Art. 43, the state has a priority right to acquire a subsoil use right being alienated, or objects associated with it — under subsoil use contracts and only for strategic subsoil areas:

with geological reserves of oil above 50 million tonnes or of natural gas above 15 billion m³;
in the Kazakhstan sector of the Caspian Sea;
with a uranium deposit.

The state buys through a national holding or a national company at a price no less favourable than the one stated in the application (Art. 46). By its wording, the article does not cover solid minerals exploration and mining licences: uranium is developed under contracts, not licences. But for large solid minerals deposits, the permission review takes longer and the transaction is checked against national security requirements (Art. 45(6)–(7)). Check with a lawyer whether a specific asset falls under these restrictions.

Comparing the routes

Route	What you need	Advantages	Risks
New licence	Free blocks, an application, financial and professional capacity, liquidation security	A clean asset with no history, clear review timelines	Priority queue and auctions, unknown exploration results, minimum expenditure from the first year
Buying a right or stake	Due diligence, permission (unless an exception applies), licence re-issuance, notifications	A licence already in place and accumulated data	The right under an exploration licence cannot be transferred in the first year, 1–3 months for permission, inherited violations and liquidation obligations
JV / earn-in	An agreement on shares and funding, permission at each stage where no Art. 44 exception applies	Lower upfront investment, a partner who knows the area	Disputes over control, expenditure not credited if the wrong structure is chosen

Practical steps for an investor

Define the metal, region, budget and project timeline.
Check the status of the blocks on the unified subsoil use platform and in the PUGFN: whether there is an auction, a territory reserved for the national company, or an Art. 25 prohibition (settlements, water fund lands and others).
Assess the geology from historical data and separately find out which standard the reserves were estimated under (see the guide to reserve classifications).
Choose the route and structure (a foreign company or an LLP in Kazakhstan, shares, stages) together with a lawyer and a tax adviser.
Prepare the documents: legalisation, notarised translations into Kazakh and Russian, proof of financial and professional capacity.
If you are buying an existing right, check the licence register and encumbrances, compliance with minimum expenditure, reporting and liquidation obligations. Uncured violations on rental payments and minimum expenditure prevent the extension of an exploration licence (Art. 193(5)).
File the application or secure the permission, and send the notifications on time after the transaction.

How QAZNEDR HOLDING can help

Area selection. Our geologists select prospective areas based on archived geological reports. The areas page lists areas that are free according to our check as of the date shown. A licence for such an area is applied for as part of a specific transaction; the decision to grant it rests with the state.
Status check. Before filing, we check the blocks on the unified subsoil use platform and in the PUGFN.
Application support. We prepare the document package and the work description, and track deadlines. The licence is granted by the state: we support the process but do not guarantee the outcome.
Due diligence. When you buy a right or a stake, we review the licence, the obligations and the history of the area. More on the legal support page.
Choosing the deal structure. We compare a new licence, an acquisition and a JV, taking permissions and timelines into account. Answers to common questions are in the FAQ; to discuss a project, use the contact page.