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Sole Proprietorship vs LLC for Building a Warehouse in Almaty: Taxes, Risks, and Which to Choose

StroyHubDecember 22, 20257 min read
Sole Proprietorship vs LLC for Building a Warehouse in Almaty: Taxes, Risks, and Which to Choose

Before building or buying a warehouse in Almaty, you inevitably face the question: which legal entity should own it? An IP (individual entrepreneur / sole proprietorship) or a TOO (limited liability partnership, equivalent to an LLC)? The choice affects taxes, financing, VAT, and personal liability. Let's break this down specifically for the "warehouse in Almaty" scenario.

01

3%

IP tax under simplified declaration (revenue up to 24,038 MCI)

paid twice a year — the simplest regime for small businesses and storage services

02

20%

CIT for TOO under the standard regime

corporate income tax for legal entities in Kazakhstan — reduced when using investment tax preferences

03

12%

VAT in Kazakhstan

mandatory registration when annual turnover exceeds 20,000 MCI — relevant for warehousing businesses working with B2B clients

04

0%

CIT and VAT in the Alatau SEZ

special regime for residents of the Almaty SEZ — 10 years of tax benefits for approved types of activity

Main Registration Forms: Quick Overview

IP (Individual Entrepreneur / Sole Proprietorship)

  • Registration: via eGov.kz, 1 business day, free of charge
  • Tax regimes: simplified declaration (3% of revenue), patent, standard regime
  • Liability: with all personal property — home, car, bank accounts
  • VAT: voluntary registration (or mandatory when turnover exceeds 20,000 MCI)
  • Limitations: cannot bring in co-founders, harder to obtain a construction loan

TOO (Limited Liability Partnership / LLC)

  • Registration: via notary or eGov, 3–5 business days, from 5,000 ₸
  • Tax regime: standard regime (CIT 20%) or simplified if conditions are met
  • Liability: limited to charter capital (minimum 100 ₸)
  • VAT: registration when turnover exceeds 20,000 MCI or voluntarily
  • Advantages: can have co-founders, easier to attract project financing, loans secured by assets

What Matters More When Building a Warehouse: Taxes or Liability?

Liability — the Main Argument for TOO

Building a warehouse involves loans, construction contracts, land lease, and VAT obligations. If something goes wrong (losses, contractor claims, force majeure), an IP is liable with all personal property. A TOO is only liable up to the company's assets.

Example: An IP took a 200 million ₸ loan to build a warehouse. In case of project bankruptcy, the creditor can seize the IP's apartment, car, and bank accounts. With a TOO — only the partnership's property.

Financing: TOO is Preferred

Kazakhstan's banks are more willing to lend to TOOs for construction. Reasons:

  • Clear structure of assets and liabilities
  • Ability to evaluate the legal entity's business reputation separately from the founder's personal finances
  • For project financing (when the facility is built with borrowed money), banks predominantly work with TOOs

BCC, Halyk, Kaspi Business — when lending for commercial real estate construction, they prefer legal entities.

Tax Regimes: Detailed Comparison

IP — Simplified Declaration

ParameterValue
Rate3% of revenue (1.5% IIT + 1.5% social tax)
Turnover limitup to 24,038 MCI per year (~79.9 million ₸ in 2026)
Employee limitup to 30 people
VATnone (if below registration threshold)
Reportingtwice a year

Suitable for: small warehouse for own business use, renting to 2–3 clients, annual turnover up to 80 million ₸.

TOO — Simplified Declaration (legal entity)

Similar form of simplified regime, but for TOOs. Same turnover and employee limits. Relevant if you want TOO's limited liability but with simplified taxation.

TOO — Standard Regime

TaxRate
CIT20% of net profit
VAT12% (when turnover exceeds 20,000 MCI)
Social tax9.5% of payroll
Property tax1.5%/year of real estate value
Land tax30–200 ₸/m²/year (depends on Almaty zone)

Advantageous when: turnover exceeds simplified regime limits, planning VAT refund on construction, investment tax preferences (ITP) to reduce CIT.

VAT during construction: an important nuance

If you build a warehouse as a VAT-registered TOO, all "input" VAT from contractors and material suppliers can be credited. The cost of steel structures, concrete, and engineering systems — 12% is refunded. On a 200 million ₸ warehouse construction, that's 24 million ₸ refunded from the budget. An IP on the simplified regime won't get this.

Specific Situations: What to Choose

Situation 1: Small warehouse for own business

Turnover up to 80 million ₸/year, 1–2 employees, warehouse as a supporting asset. Choice: IP on simplified regime. Simple, inexpensive, minimal reporting.

Situation 2: Warehouse for storage services (3PL)

Many corporate clients, need VAT invoices, annual turnover above 80 million ₸. Choice: TOO with VAT. Clients can offset their VAT — this is a selling point when choosing a warehouse.

Situation 3: Construction funded by bank loan

Loan of 100+ million ₸ secured by the future facility. Choice: TOO. Banks prefer legal entities, the asset and liability structure is clearer.

Situation 4: Alatau SEZ, Almaty

Only legal entities can operate in the SEZ. An IP cannot be a SEZ resident. If you want 0% CIT and VAT in the SEZ — only a TOO.

Situation 5: Partners/co-founders

Business with a partner. An IP does not allow co-founders. Only a TOO.

Registering a TOO in Almaty: Steps

  1. Name: check uniqueness via egov.kz
  2. Charter: standard or custom — notarised
  3. Legal address: mandatory — premises in Almaty (lease agreement or ownership)
  4. Charter capital: minimum 100 ₸ (formally), for lending purposes — preferably real capital
  5. Registration at the Service Centre or eGov: 3–5 business days
  6. Tax registration: automatic upon registration
  7. Opening a current account: any bank in Kazakhstan

Transitioning from IP to TOO as Business Grows

If you started as an IP and your business has grown — changing the form is possible. But property owned by an IP does not automatically "transfer" to a TOO. A warehouse registered to an IP must be sold or contributed as a charter capital contribution to the TOO. This has tax consequences — plan with a tax consultant.

StroyHub builds warehouses in Almaty for any legal entity type

We work with both IPs and TOOs, issue invoices with and without VAT. Construction of industrial and commercial facilities in the Almaty agglomeration.

Discuss construction
Ключевой вывод
For a small warehouse and simple business — an IP on the simplified regime (3% of turnover) is faster and cheaper. For construction under a bank loan, working with large B2B clients, the Alatau SEZ, or a partnership — a TOO is essential. The main argument for a TOO: limited liability and VAT refund during construction (up to 12% of the project cost). On a 200 million ₸ warehouse construction, the VAT credit for a TOO is 24 million ₸.

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Our engineers will answer any questions about construction.