US Company Formation from Kazakhstan (2026): US LLC or C-Corp, the New Tax Code, CFC Rules, the Preferential Tax List and Astana Hub

Kazakhstan's tech scene has grown fast. Astana Hub has thousands of participant companies, Almaty has a steady supply of developers, and a growing number of Kazakh start-ups sell to the USA from the start. Kazakh traders and logistics firms deal with American suppliers, and Kazakh professionals increasingly invoice clients abroad. For all of them, a US company is a common next step, and it can be formed from Almaty or Astana without travelling.

Three Kazakh points need attention first:

• The new Tax Code, in force since 1 January 2026, changed personal income and dividend rates.
• The CFC rules can tax a Kazakh resident on a foreign company's profits.
• The preferential tax list. Kazakhstan keeps a list of jurisdictions with preferential taxation that has, at times, included individual US states, so your choice of state can matter in Kazakhstan.

This guide covers all three, then US LLC formation and US C-Corp formation.

In short: citizens and residents of Kazakhstan can own 100% of a US LLC or C-Corporation, formed remotely. Since 2026, Kazakhstan taxes individuals at 10% up to 8,500 MCI of annual income and 15% above, and dividends at 5% up to 230,000 MCI and 15% above. Kazakhstan's CFC rules can attribute a foreign company's profits to its Kazakh owner where the company is in a listed preferential tax jurisdiction or pays an effective rate below 10%. Delaware was removed from the list in 2022. Check whether Wyoming appears on the current list (Order No. 492, in force from 2026) before choosing it. The US–Kazakhstan treaty limits US dividend withholding to 15% (5% for a company owning at least 10%). Expect closer bank and export-control scrutiny on goods trade because of sanctions on Russia. With UCB, a New Mexico LLC with EIN is $249 and a Delaware corporation with EIN is $358, all-in.

Who can form a US company from Kazakhstan

US states impose no residence or nationality requirement on owners, managers or directors. A Kazakh citizen in Almaty, a foreign national living in Kazakhstan, a Kazakh LLP (TOO) or an Astana Hub company can own a US company outright. An individual owner can be its sole manager or director. No US visa, SSN or US address is required, and no trip. The company needs a registered agent in its state, which is included for the first year in every UCB formation (see registered agent explained), and an EIN from the IRS, which needs no SSN or ITIN (see EIN for non-residents).

For identity, US banks want a passport. A Kazakh ID card (удостоверение личности) is not enough on its own. Use your passport's transliteration of your name on every document. For proof of address, a utility bill or bank statement with an English translation.

How Kazakhstan taxes a US company and its owner

Rates under the 2026 Tax Code

Kazakhstan's new Tax Code took effect on 1 January 2026. For resident individuals, the old flat 10% personal income tax became progressive:

• Ordinary income: 10% on annual income up to 8,500 MCI (monthly calculation indices), and 15% on the excess.
• Dividends: 5% up to 230,000 MCI a year, and 15% above.

Residents are taxed on worldwide income, with a credit for foreign tax paid, up to the Kazakh tax on the same income.

CFC rules

Kazakhstan's CFC rules, now in Chapter 33 of the Tax Code, apply to Kazakh residents who own 25% or more of a foreign company, directly or indirectly, or who control it. A CFC's profits can be taxed in the owner's hands, whether or not they are distributed, where the company is:

• registered in a state on Kazakhstan's list of jurisdictions with preferential taxation, or
• subject to an effective tax rate below 10%.

Exemptions apply in some cases, for example to companies with real business activity. A disregarded US LLC pays no US income tax at all, so on the effective-rate test it is a candidate for CFC treatment wherever it is formed. A US C-Corporation paying 21% federal tax is not, unless it sits in a listed jurisdiction.

Why the US state matters

Kazakhstan's list of preferential tax jurisdictions is set by Ministry of Finance order and revised from time to time. Order No. 492 of 12 September 2025, in force from 1 January 2026, replaced the 2018 list. Past versions have named specific US territories and states, not only the USA as a whole. Delaware was removed with effect from December 2022, and Wyoming has appeared on versions of the list. Guam, Puerto Rico and the US Virgin Islands are listed.

Being on the list matters for more than the CFC test. Kazakh rules can apply higher withholding tax, deny deductions or require more transfer pricing documentation for payments to companies in listed jurisdictions.

Before choosing a state, check the current text of Order No. 492 with your Kazakh adviser. For a Kazakh owner who has no reason to pick Wyoming, a New Mexico LLC, which is the cheapest to run, or a Delaware corporation avoids the question.

US LLC formation from Kazakhstan

The US side

A single-member LLC owned by a non-resident is disregarded for US federal income tax. With no US office, US employees or US agents who conclude contracts, its income is generally not effectively connected with a US trade or business, so no federal income tax is due (see effectively connected income explained). Distributions are not US dividends, so no US withholding applies. The LLC files Form 5472 with a pro forma Form 1120 every year, and missing it carries a $25,000 penalty (see Form 5472 explained).

A tenge example

These are illustrative figures, not a client case, at ₸510 to the dollar.

Aigerim is a UX designer in Almaty with clients in the USA and Canada. She forms a New Mexico LLC so that clients can sign with a US company and pay by ACH. Its profit for 2026 is US$70,000, about ₸35.7 million.

In the USA, the LLC files Form 5472 and a pro forma 1120 and pays no federal income tax.

In Kazakhstan, her adviser concludes the LLC is a CFC on the effective-rate test, because it pays no tax. Its profit is therefore included in her income for 2026, whether or not she distributes it. At the new progressive rates, the part of her total income up to 8,500 MCI is taxed at 10%, and the excess at 15%. Because the profit has already been taxed in her hands, distributions later do not bear tax again. She files her annual declaration with the CFC's financial statements.

The US LLC did not reduce her Kazakh tax. What it gave her was a US contracting party for clients who wanted one, and fast US payments.

US C-Corp formation from Kazakhstan

The US side

A C-Corporation pays 21% federal tax on its profits, plus state income tax where it does business, and files Form 1120 and Form 5472 each year (see the 21% corporate tax explained and the C-Corp guide for non-residents). The US–Kazakhstan tax treaty limits US withholding on dividends to 15% for an individual and 5% for a company owning at least 10%, and on interest and royalties to 10%. Claim the treaty rate on Form W-8BEN or W-8BEN-E (see W-8BEN-E vs W-8BEN).

The Kazakh side

A Delaware C-Corporation that pays 21% federal tax is above Kazakhstan's 10% effective-rate threshold and is not in a listed jurisdiction. It is therefore generally outside the CFC rules. Its profits are taxed in Kazakhstan only when paid as dividends, at the 5% or 15% dividend rates with credit for US withholding. In practice, the 15% US withholding usually covers the Kazakh dividend tax.

Astana Hub start-ups and US investors

The most common C-Corporation structure for Kazakh founders is a Delaware parent with a Kazakh operating subsidiary. US and international venture funds invest in the Delaware company. The development team works in a Kazakh LLP that is a participant of Astana Hub, which offers tax incentives for qualifying IT activities. The Delaware company pays the Astana Hub company for development at arm's-length prices, and the subsidiary's qualifying income benefits from the Hub regime.

Moving an existing Kazakh company under a Delaware parent (a "flip") is a legal and tax project for lawyers in both countries. Some Kazakh founders use the Astana International Financial Centre (AIFC), with its English-law courts, for a holding company instead. See raising US investment as a foreign founder.

Trading goods: export controls and sanctions screening

Since 2022, Kazakhstan has been watched closely by US authorities as a possible route for re-exporting US goods to Russia. For Kazakh traders this affects US companies in two ways:

• US export controls. Many electronics, machinery and industrial components need export licences, or cannot be exported where there is a risk of diversion to Russia. Suppliers and freight forwarders screen buyers and end users, and a US company owned from Kazakhstan does not change the analysis.
• Bank scrutiny. US banks look carefully at accounts used for goods trade involving Central Asia. A services or software business is treated very differently from a trading company moving electronics.

If your US company will buy or sell physical goods, work with a freight forwarder who handles export compliance, and expect detailed bank questions.

Currency rules

Kazakhstan's currency law (Law No. 167-VI of 2018) requires registration with the National Bank for larger capital transactions with non-residents. The threshold for contracts involving capital movement has been reported at around US$500,000. A founder capitalising a new US company with a small amount is generally far below that. Your Kazakh bank will tell you what documents it needs when you send money to the US company, and what it needs when money comes back as dividends or service fees.

Which state

• New Mexico or Delaware for a Kazakh owner, unless you have confirmed that Wyoming is not on Kazakhstan's current preferential tax list. New Mexico is the cheapest to run, and Delaware is standard for corporations.
• The state of your US operations, for a business with US staff or a warehouse.

See New Mexico LLC for non-residents, Delaware LLC for non-residents, best state for non-residents and the state selector.

What it costs

State fees and the first-year registered agent are included. A US business address with your own suite number is $60 a year. See what a US LLC costs every year.

Banking and payments

US banks and fintechs generally accept companies with Kazakh owners for services and software businesses. Trading businesses face more questions. What helps:

• A specific business description and an English website.
• Matching transliteration of names across documents.
• A US business address with your own suite number.
• A clear explanation of your customers and suppliers.

See US business bank accounts for non-residents, why banks reject non-resident applications and Stripe for non-residents.

Visas

Kazakhstan is an E-2 treaty country under its bilateral investment treaty with the USA. A Kazakh citizen who makes a substantial investment in a real US business can apply for an E-2 visa through it, with an immigration lawyer. Once you live in the USA, the company's profits become US taxable income for you.

Common mistakes

• Forming in a state on Kazakhstan's preferential tax list without checking the current order.
• Assuming a US LLC's profits are taxed in Kazakhstan only when distributed. A disregarded LLC paying no tax is likely to be a CFC.
• Using the old flat 10% rate for 2026 income. The new code is progressive.
• Trading electronics or industrial goods without export-control checks.
• Skipping Form 5472 because the LLC owed no US tax.

Frequently asked questions

Can a Kazakh citizen own 100% of a US company? Yes, without visiting the USA or holding a US visa.

Is my US LLC a CFC in Kazakhstan? If you own 25% or more and it pays an effective tax rate below 10%, or it is in a listed preferential jurisdiction, it can be, subject to exemptions. A disregarded LLC paying no US tax usually meets the effective-rate test.

Is Wyoming on Kazakhstan's preferential tax list? Versions of the list have included it, while Delaware was removed in 2022. Check the current Order No. 492 before choosing Wyoming, or use New Mexico or Delaware.

How much US tax is withheld on dividends to Kazakhstan? 15% for an individual and 5% for a company owning at least 10%, under the treaty.

Will my US LLC pay US tax? Usually not, with no US office, staff or agents. It files Form 5472 and a pro forma 1120 every year.

Do I need an ITIN? Not to form the company or obtain its EIN. See what is an ITIN and who needs one.

How UCB can help

We handle US company formation from Kazakhstan remotely: the state filing (in a state that suits your Kazakh position), EIN, registered agent, US business address and bank application. Each year we file the federal return through our US tax filing service. Your Kazakh adviser handles your declaration and CFC reporting, and we provide the US financial statements they need. See our formation, EIN and bank account package and the country guide.

Setting up a US company from Kazakhstan? WhatsApp us at +1 315 961 2956 or email enquiries@ucbsolutions.com.