Law

Subsoil use rights deals in Kazakhstan: transfer permission and the 2026 amendments

When a deal over a subsoil licence or a stake in a subsoil user in Kazakhstan needs permission, review times, the State pre-emptive right and Law No. 337-VIII.

Updated 26 September 2026 · 14 min read

Contents

In Kazakhstan, a transfer of a subsoil use right, and of stakes and shares in a subsoil user and in the companies that control it, requires a permission from the competent authority (Art. 44 of the Code on Subsoil and Subsoil Use), except for the exemptions in Art. 44(2). A solid minerals exploration licence cannot be transferred during the first year of its term (Art. 40). From 7 September 2026, Law No. 337-VIII exempted from the permission requirement acquisitions of stakes and shares after which the buyer holds less than 25% (previously less than 1%), and replaced the rule that a transaction made without permission is void with the possibility for a court to declare it invalid on a claim by the competent authority. This guide is based on the text of the legislation as of 26 September 2026 and is not legal advice.

Which transactions require permission

A permission from the competent authority is required in two cases (Art. 44(1)):

transfer of a subsoil use right or an interest in it — under a contract, an exploration or mining licence for solid minerals, or a licence for the use of subsoil space;
transfer of objects related to the subsoil use right. These are participatory interests, units, shares and securities convertible into them of a legal entity that is a subsoil user, and of any company higher up the chain that directly or indirectly determines its decisions (Art. 41(1)). Securities traded on an organised market or a foreign stock exchange are not such objects (Art. 41(2)).

A transfer of such objects is not only a sale but also a gift, a contribution to charter capital, enforcement (including against pledged property), admission of a new participant, reorganisation and a stock exchange listing (Art. 42(1)). A change of owner by a decision of a court (arbitral tribunal), and in other cases beyond the will of the parties, is not a transfer (Art. 42(3)).

Companies that, while their application for a solid minerals mining licence is being considered, have received a notice that project documents must undergo expert reviews are also treated as subsoil users (Art. 44(3)(3)).

The competent authority is designated by the Government (Art. 60). The application for permission is filed by the buyer (Art. 45(1)). If the right itself is transferred, after the transaction the parties file a joint application for re-issue of the licence with the authority that issued it (Art. 40(3)).

When no permission is needed

The exemptions are listed in Art. 44(2). The main ones for an investor:

Case	Provision
Intra-group transfer with ownership of at least 99% (subsidiary, parent, companies with the same owner), if the acquirer is not registered in a state with a preferential tax regime	Art. 44(2)(1)–(4)
After the transfer of participatory interests, units or shares, the buyer holds less than 25%	Art. 44(2)(5)
Charter capital changes without a change in the participants' proportions	Art. 44(2)(6)
One of the parties is the Government, a state body, a national managing holding or a national company	Art. 44(2)(7)
Transformation of a legal entity, inheritance, buy-back by the issuer of its own shares, compulsory reorganisation	Art. 44(2)(9)–(11), (15)
Transfer of shares and other securities that carry no voting rights and no right to participate in management	Art. 44(2)(16)

The 25% threshold applies only to participatory interests, units and shares. For an interest in the subsoil use right itself, where the buyer becomes a co-holder of the licence, there is no such exemption. The provision does not say directly how to calculate the threshold across several consecutive transactions or for acquisitions through affiliated persons — check with a lawyer.

Which transfers are prohibited

A transfer of a subsoil use right or an interest in it is prohibited (Art. 40(2)):

under a solid minerals exploration licence during the first year of its term;
under a licence for geological study of the subsoil;
under an artisanal mining licence;
under a hydrocarbon exploration and production contract during the first three years, except in the cases specified in the Code.

For hydrocarbon contracts, a transfer of stakes and shares is also prohibited during the first three years if that contract is the company's only one (Art. 42(2-1)). For solid minerals exploration licences, Art. 42 contains no such direct prohibition on transferring stakes in the first year, but a permission under Art. 44 is still required unless the transaction falls within an exemption. How the competent authority will assess such a transaction does not follow from the text of the provision — check with a lawyer. Transferring a subsoil use right into trust management is prohibited, except in cases expressly established by law (Art. 48(2)).

The State pre-emptive right

The State has the right to buy, ahead of others, a subsoil use right being disposed of, an interest in it or related objects, but only for a strategic subsoil area (Art. 43(1)). The Code treats as strategic an area (Art. 43(2)):

with geological reserves of oil above 50 million t or natural gas above 15 billion m³;
in the Kazakhstan sector of the Caspian Sea;
with a uranium deposit, including a rare-earth–uranium deposit.

Onshore ore areas without uranium — gold, copper, polymetallic — do not meet these criteria under the text of Art. 43. The pre-emptive (priority) right does not apply to transactions on the list of exemptions in Art. 44(2) (Art. 43(3)).

If the area is strategic, the pre-emptive right is considered together with the application for permission. The application states the price and payment terms (Art. 45(4)), and for three months it cannot be withdrawn or revised (Art. 46(2)). The State buys through a national managing holding or a national company at a price and on terms no worse than those stated, and in the case of a gratuitous transfer or a contribution to charter capital, at market price (Art. 46(3)–(4)).

Application and review times

The application states (Art. 45(2)):

details of the acquirer, and for a legal entity also of the persons, organisations and states that directly or indirectly determine its decisions;
what exactly is being acquired and on what basis;
for hydrocarbons and uranium, the acquirer's financial and technical capabilities;
confirmation that the information is accurate, and details of the signatory.

Originals or notarised copies of supporting documents in Kazakh and Russian are attached to the application. A foreign company's documents may be in another language, but with a notarised translation into both languages (Art. 45(5)).

Stage	Time limit	Provision
Referral of the application to the expert commission on subsoil use	5 working days	Art. 45(6)
Review by the expert commission	up to 15 working days; large deposits and strategic areas — up to 45	Art. 45(6)
Decision after the commission's recommendations	5 working days	Art. 45(6)
Overall review period	1 month; large deposits and strategic areas — 3 months	Art. 45(6)
Validity of the permission	1 year	Art. 45(13)
Re-issue of the licence after the transfer of the right	7 working days from the application	Art. 40(3)
Notification of the acquisition of stakes and shares	no later than 1 month	Art. 42(2)
Notification of a change of control over the subsoil user	30 calendar days	Art. 47(1)

A request for additional documents suspends the time limits until they are submitted (Art. 45(6)). If the area includes a large solid minerals deposit, is strategic, or the transaction affects national security, the documents are sent to the national security authorities within 5 working days. If within 10 working days they report that the transaction affects national security interests, the review is suspended until compliance is confirmed (Art. 45(7)). The Code treats as large, for example, gold deposits with resources above 250 t and copper deposits with resources above 5 million t (Art. 14(3)).

For the purposes of Art. 47, control means, in particular, more than 25% of the participation interest, votes or distributable net income, or the right to determine decisions under an agreement (Art. 47(5)).

A permission is refused (Art. 45(10)) if the transaction:

threatens national security, including by leading to a concentration of subsoil use rights;
leads to a concentration of rights under a contract;
is prohibited by the Code or contradicts Kazakhstan's international agreements;
concerns an area where operations are prohibited by an administrative penalty.

A permission is also refused if the application does not comply with the Code or if the pre-emptive right is exercised. Concentration of subsoil use rights means the aggregate share of one person or a group of persons from one state that is capable of creating a threat to national security. A refusal on security grounds is not explained; any refusal can be challenged in court (Art. 45(11)).

The permission names the acquirer and the maximum size of the interest being transferred (Art. 45(12)). If the terms of the transaction do not match it, re-issue of the licence will be refused (Art. 40(4)(2)).

Consequences of a transaction without permission

A court may declare a transaction made without permission, or after the permission has expired, invalid on a claim by the competent authority (Art. 44(4) as amended with effect from 7 September 2026).
Without a permission, where one is required, the licence will not be re-issued (Art. 40(4)(3)).
If a breach of Art. 44(1) has resulted in a threat to national security, the solid minerals exploration or mining licence is revoked (Art. 200(1)(1), Art. 221(3)(1)).

Law No. 337-VIII contains no transitional provisions on transactions made before 7 September 2026. Which version of Art. 44(4) applies to such transactions is a question for a lawyer.

What changed on 7 September 2026 (Law No. 337-VIII)

Law No. 337-VIII of 7 July 2026 enters into force 60 calendar days after its first official publication (Art. 2); according to the Paragraph legal information system, from 7 September 2026. The table includes only provisions checked against the text of the Law and the Code.

Code provision	Before 7 September 2026	From 7 September 2026
Art. 44(2)(5)	No permission if the buyer becomes the holder of less than 1%	Threshold — less than 25%
Art. 44(2)(16)	Did not exist	No permission for a transfer of securities without voting rights and without the right to participate in management. If a passive investor gains control, including a right to more than 25% of net income, a notification under Art. 47 is required
Art. 44(4)	Transactions without permission or after its expiry are void (ab initio)	May be declared invalid by a court on a claim by the competent authority
Art. 42(3)	Not a transfer: a change of owner by a court decision	Arbitration added: "court (arbitral tribunal)"
Art. 41(1), Art. 45(2)(4), Art. 40(3)	The uranium rules applied to mining contracts	Extended to uranium exploration
Ch. 28-2 (Art. 221-6 – 221-9), Art. 70(3)(1-1)	Did not exist	An auction territory for solid minerals (except uranium and coal) may be reserved for a national company for up to three years. A transfer of the right it obtains is prohibited, except a transfer to a joint venture in which the national company holds at least 30% and a right of control, and a strategic partner has undertaken obligations on investment, technology transfer and financing

What takes effect on 1 January 2027

Under Art. 2 of the Law, one provision takes effect from 1 January 2027: Art. 178(3) of the Code is deleted. It allowed uranium subsoil users' spending on training, research and regional development in excess of the required amounts to be credited against the following year. It does not concern the transfer permission.

What we could not verify

Whether the secondary legislation has been updated after 7 September 2026: the regulations on the expert commission, the procedure for considering the pre-emptive right, the notification form under Art. 47.
How the new provisions of Art. 44 apply to transactions signed before 7 September 2026, and how control by a passive investor is interpreted: there is no practice yet — check with a lawyer.

A free area: when a permission will be needed

The areas on display on our site are free according to our check as of a given date: to our knowledge, there is no valid licence over them, and the licence is applied for as part of the deal. A transfer permission will be needed if the licence is issued to one company and then the licence, or a stake in its holder, has to pass to another. For an exploration licence, the first-year prohibition also applies. It is therefore better to decide in whose name the licence will be applied for before filing the application. For more, see our guides how a foreign investor can acquire a subsoil use right and solid minerals exploration licence, step by step.

Pre-deal checklist

Define the subject: the right itself (re-issue of the licence, Art. 40) or stakes and shares (Art. 41–42). The documents and notifications depend on this.
Check the issue date of the exploration licence: whether it is still in the first year of its term.
Calculate the buyer's resulting stake and the chain of control up to the ultimate owners; check the exemptions in Art. 44(2).
Check whether the area is strategic (Art. 43) and whether it is a large deposit (Art. 14): this determines the review period, the national security review and the pre-emptive right.
Check encumbrances and consents: a pledge (written consent of the pledgee), co-holders of the right, administrative prohibitions on the area (Art. 40(3) and (4)).
Allow 1–3 months in the timeline for the review, plus additional requests; the permission is valid for 1 year.
Together with a lawyer, set out in the agreement a condition that the permission be granted before closing, and the consequences of a refusal.
After closing: re-issue of the licence and notifications under Art. 42 and 47.
If a national company is involved in the transaction, check the terms against Ch. 28-2.

How QAZNEDR HOLDING can help

We will help choose a deal structure that takes the prohibitions and exemptions into account: a licence applied for directly in the name of the investor's company, a joint venture or the purchase of a stake.
We will carry out due diligence on the area: status as of the check date, encumbrances, the reserve estimation standard — GKZ, KAZRC or a historical estimate (guide to classifications).
Together with lawyers, we will prepare the permission application: the chain of control, translations, the timeline (legal support).
We support the process, but the decision to grant a permission is made by the competent authority — we do not guarantee the outcome.
To see the areas, visit the areas page; to discuss a deal, use our contacts.