Article 40. Bank financing of individuals and legal entities as a trade intermediary by providing a commercial loan without a condition on the subsequent sale of goods to a third party of the Law on Banks and Banking Activities in the Republic Kazakhstan

Home / Laws / Article 40. Bank financing of individuals and legal entities as a trade intermediary by providing a commercial loan without a condition on the subsequent sale of goods to a third party of the Law on Banks and Banking Activities in the Republic Kazakhstan

Article 40. Bank financing of individuals and legal entities as a trade intermediary by providing a commercial loan without a condition on the subsequent sale of goods to a third party of the Law on Banks and Banking Activities in the Republic Kazakhstan

1. A bank or a branch of a non–resident bank of the Republic of Kazakhstan engaged in Islamic banking operations has the right to finance individuals and legal entities as a trade intermediary by providing a commercial loan to a buyer or seller of goods on the basis of a commercial loan agreement without a condition for the subsequent sale of goods to a third party.

2. The rules of a contract for the purchase and sale of goods on credit (with deferred or installment payment) shall apply to a commercial loan agreement, taking into account the specifics provided for in this article and the principles established by Article 35 of this Law.

3. The commercial loan agreement must contain:

Product name and quantity;

the price at which the buyer purchases the goods from a bank or a branch of a non–resident bank of the Republic of Kazakhstan engaged in Islamic banking operations, indicating the amount of the margin on the goods, the terms of the commercial loan (deferred or installment payment).

4. Unless otherwise provided by the commercial loan agreement, the sale price of the goods by a bank or a branch of a non–resident bank of the Republic of Kazakhstan engaged in Islamic banking operations to the buyer is made up of the sum of the purchase price of the goods from the seller and the margin on the goods. The mark-up on the product can be set in the form of a fixed amount or a percentage of the purchase price of the product from the seller.

5. When purchasing goods, a bank or a branch of a non–resident bank of the Republic of Kazakhstan engaged in Islamic banking operations is required to indicate in the purchase and sale agreement with the seller that the goods are being purchased for the purpose of concluding a commercial loan agreement.

6. It is not allowed to purchase goods from a seller who is also a buyer under a commercial loan agreement. A purchase and sale agreement concluded between the seller of the goods and a bank or a branch of a non–resident bank of the Republic of Kazakhstan engaged in Islamic banking operations may provide for the following conditions::

advance payment for the product;

the return of the purchased product at a certain time and the refund of the purchase price of the product.

7. A commercial loan agreement may provide for conditions for ensuring the fulfillment of the buyer's obligations to pay for the goods with a pledge of money or other property.

8. The conclusion of the Council on the Principles of Islamic Finance (a similar body permanently operating in a non–resident bank of the Republic of Kazakhstan) on the compliance of a commercial loan agreement with the principles established by Article 35 of this Law is required if the subject of the said agreement is the purchase of goods in the form of:

1) manufactured processed products, movable or immovable property;

2) separable fruits, agricultural, livestock, and other similar products obtained (produced) as a result of the use of property, performance of work, or provision of services.

9. A commercial loan agreement concluded between a bank, a branch of a non–resident bank of the Republic of Kazakhstan engaged in Islamic banking operations, and a seller who is a manufacturer of the goods specified in paragraph 8 of this Article may provide for immediate partial or full advance payment for the purchased goods (commercial loan in the form of an advance) subject to delivery of the goods within the time period determined by the agreement of the parties (postponement of delivery).

When granting a commercial loan to the producer (manufacturer) of the goods, a purchase and sale agreement concluded between a bank, a branch of a non-resident bank of the Republic of Kazakhstan engaged in Islamic banking operations, and the direct buyer of the goods may provide for conditions for immediate partial or full prepayment of the goods subject to delivery of the goods within the time period determined by the agreement of the parties (postponement of delivery).

10. In case of conclusion of a commercial loan agreement provided for in paragraph 8 of this Article, the rules on contracting, delivery, contracting, paid services or other rules on the obligation corresponding to these relations provided for by the civil code shall apply to the relations between a bank, a branch of a non–resident bank of the Republic of Kazakhstan engaged in Islamic banking operations and the manufacturer(s) of goods. the legislation of the Republic of Kazakhstan.

The Law of the Republic of Kazakhstan dated January 16, 2026 No. 258-VIII SAM.

President

Republic of Kazakhstan

Constitution Law Code Standard Decree Order Decision Resolution Lawyer Almaty Lawyer Legal service Legal advice Civil Criminal Administrative cases Disputes Defense Arbitration Law Company Kazakhstan Law Firm Court Cases

The Law of the Republic of Kazakhstan dated August 31, 1995 No. 2444. On banks and banking activities, with the introduction of the Law of the Republic of Kazakhstan dated January 16, 2026 No. 258-VIII, the SAM has lost its legal force.

Article 40. Prohibition on granting preferential terms to persons connected with the bank by special relations of the Law on Banks and Banking Activities in the Republic of Kazakhstan

1. Banks are prohibited from granting preferential terms to persons who have special relations with the bank.

Banks are prohibited from issuing unsecured loans (blank loans) to persons connected with the bank by special relations, with the exception of loans in the amount not exceeding the amount established by the regulatory legal act of the authorized body, as well as loans to persons who are members of a banking conglomerate.

Banks are prohibited from issuing loans to members of the board of Directors and major participants of these banks, with the exception of bank loans and financing provided for in subparagraphs 4) and 5) of paragraph 1 of Article 52-5 of this Law, issued in an amount not exceeding the amount established by a regulatory legal act of the authorized body.

2. Granting preferential terms to a person connected with the bank by a special relationship means making a transaction with a person connected with the bank by a special relationship, or in his interests, which, by its nature, purpose, characteristics and risk, the bank would not make with a person not connected with him by a special relationship, namely:

1) the fees and charges for performing a banking transaction are lower than under the terms offered to third parties;

2) the payment of remuneration on deposits and other funds raised by the bank from a person with a special relationship with the bank is higher than under the terms offered to third parties;

3) acceptance of pledges, guarantees, sureties or other ways to ensure the fulfillment of obligations in an amount lower than that required for similar transactions with third parties;

4) granting a deferral for the collection of remuneration, repayment of the principal debt and (or) other payments for banking transactions more than for similar transactions with third parties;

5) payment of the acquired property and (or) services to a person connected with the bank by special relations at a price higher than the payment of similar acquired property and (or) services to third parties, under a transaction or a set of transactions, the value of which exceeds the amount established by a regulatory legal act of the authorized body;

6) the sale of property to a person with a special relationship with the bank at a value lower than the sale of similar property to third parties or below market value;

7) the sale of securities to a person with a special relationship with the bank at a value lower than the sale of similar securities to third parties or below the market value;

8) making transactions previously classified by the authorized body as transactions with preferential terms by using a reasoned judgment.

Additional criteria for classifying transactions as transactions with preferential terms are established by a regulatory legal act of the authorized body.

3. Persons connected with the bank by special relations are recognized as:

1) an official or a senior employee, heads and permanent members of the committees of the board of directors and the relevant body of this bank, whose powers include making decisions on the alienation of assets, changing the subject of collateral and terminating collateral (except in cases of repayment by the debtor of obligations to the bank secured by collateral, or collection of collateral by the bank), decisions on the issuance of bank loans and bank guarantees in amounts higher than those established by the regulatory legal act of the authorized body, as well as their spouses and close relatives;

2) a natural or legal person who is a major participant in this bank, or an official of a major participant in the bank, as well as their spouses and close relatives;

3) a legal entity in which the persons specified in subitems 1) and 2) of this paragraph own ten or more percent of the outstanding shares (minus preferred and repurchased shares) or shares in the authorized capital or are officials;

4) affiliated companies of the bank;

5) an individual or a legal entity that meets the criteria of a special relationship with the bank established by a regulatory legal act of the authorized body.

The authorized body has the right to classify an individual or a legal entity as having a special relationship with the bank by using a reasoned judgment. In this case, this individual or legal entity is recognized by the bank as a person with a special relationship with it from the date the bank receives the appropriate supervisory response from the authorized body.

For the purposes of this article, an independent director, a national managing holding company that is a shareholder of the bank, and legal entities with ten or more percent of the shares (stakes in the authorized capital) owned by such a national managing holding company, as well as legal entities in which a bank official who is a shareholder of the bank is not recognized as persons associated with the bank. He is an independent director in the management bodies of an independent director, an organization specializing in improving the quality of loan portfolios of second-tier banks, and an organizer of auctions., the shareholder of which is the National Bank of the Republic of Kazakhstan, if an official of the bank is an official in these organizations, as well as other persons determined by a regulatory legal act of the authorized body.

For the purposes of recognizing persons associated with a branch of a non-resident bank of the Republic of Kazakhstan as special relations:

A bank in subparagraph 1) of part one of this paragraph means a branch of a non-resident bank of the Republic of Kazakhstan and (or) a non-resident bank of the Republic of Kazakhstan.;

A bank in subparagraph 2) of part one of this paragraph means a non-resident bank of the Republic of Kazakhstan.;

A bank in subitems 4) and 5) of part one of this paragraph means a branch of a non-resident bank of the Republic of Kazakhstan.

4. The Bank may not make a transaction with any person, the value of which exceeds the amount established by the regulatory legal act of the authorized body, and which entails:

payment of obligations to a person who has a special relationship with the bank;

purchase of any property from a person who has a special relationship with the bank;

acquisition of securities issued by a person with a special relationship with the bank, with the exception of securities owned by the bank.

5. A transaction with a person with a special relationship with the bank may be made subject to the requirements of paragraph 1 of this Article only by decision of the bank's board of Directors, except in cases where the standard terms of such transactions are approved by the bank's board of Directors and apply to similar transactions with third parties.

The waiver of the rights of claims in respect of assets provided (placed) to persons (with persons) associated with the bank by special relations is carried out with subsequent notification of the general meeting of shareholders, with the exception of the bank's subsidiaries acquiring doubtful and uncollectible assets of the parent bank.

The person referred to in paragraph 3 of this article shall not participate in the consideration and decision-making of any transaction between the bank and:

by themselves;

by any of his close relatives or his spouse;

any legal entity in which he or any of his close relatives, his spouse is an official (with the exception of an independent director) or a major participant.

A decision of the Board of Directors on any transaction between the bank and a person with a special relationship with the bank may be taken only after the Board of Directors has reviewed all its terms.

For the purposes of applying the requirements of this paragraph and paragraph 1 of this article to a branch of a non-resident bank of the Republic of Kazakhstan, the Board of directors of the bank means the relevant governing body of a non-resident bank of the Republic of Kazakhstan.

IZPI's note! Paragraph 6 is amended by the Law of the Republic of Kazakhstan dated 30.06.2025 No. 205-VIII (effective sixty calendar days after the date of its first official publication).

6. The Bank is obliged to provide the National Bank of the Republic of Kazakhstan with information on persons associated with the bank by special relations, as well as on all transactions concluded with these persons, in accordance with the regulatory legal act of the National Bank of the Republic of Kazakhstan in coordination with the authorized body.

7. The requirements of this article apply to bank holding companies and organizations engaged in certain types of banking operations.

The list of persons connected with a banking conglomerate by special relations is established by a regulatory legal act of the authorized body.

8. The requirements of paragraphs 1, 2 and 4 of this Article do not apply to transactions made by a subsidiary established (acquired) on the terms defined in Article 11-2 of this Law with a parent bank or a subsidiary that is part of a banking conglomerate.

The requirements of paragraph 4 of this article also do not apply to the bank's transactions with third parties that entail the acquisition of property from a subsidiary of the bank and (or) a subsidiary of a subsidiary bank established (acquired) on the terms defined in Article 11-2 of this Law.

9. The requirements of this article do not apply to non-residents of the Republic of Kazakhstan who are a bank holding company, a person with the characteristics of a bank holding company, provided one of the following conditions is met:

the presence of an individual credit rating not lower than the A rating of one of the rating agencies, the list of which is established by the authorized body, as well as written confirmation from the financial supervisory authority of the country of origin of the bank holding company, a person with the characteristics of a bank holding company, that these non–resident persons of the Republic of Kazakhstan are subject to consolidated supervision;

the existence of an agreement between the authorized body and the relevant supervisory authority of a foreign state on the exchange of information, as well as the minimum required rating of one of the rating agencies. The minimum rating and the list of rating agencies are established by a regulatory legal act of the authorized body.

The Law of the Republic of Kazakhstan dated August 31, 1995 No. 2444.

President

Republic of Kazakhstan

Article 114. Transfer of property as a property contribution to the authorized capital of limited liability companies, either to pay for the purchase of shares of joint-stock companies, or to the authorized capital (payment for shares) of legal entities registered in accordance with the applicable law of the Astana International Financial Center Law on State Property

Article 114. Transfer of property as a property contribution to the authorized capital of limited liability companies, either to pay for the purchase of shares of joint-stock...