Kazakh State National University
Master of Laws
Experience
Sofiya has advised numerous international oil and gas and mining companies for over 20 years on various subsoil use issues, including on strategic acquisitions, whether by assignment, takeover or otherwise.
Sofiya has a versatile client base, including a number of publicly listed companies. She participated in drafting various regulations related to the subsurface use, M&A and tax matters.
Sofiya particularly focuses on the subsoil use taxation, including transfer pricing and international taxation. Clients highly value her for being not only technically strong but also for her commercial experience, and business adviser approach, as well as dealing with government officials. Corporate structuring issues, including optimization of business, are also among her key and basic practices.
She has a number of publications on topical oil and gas issues and is a frequent speaker in oil and gas and related conferences. Sofiya participated in several government-run law-making working groups for drafting laws of the Republic of Kazakhstan.
Sofiya’s recent selected major projects include:
Legal advice to the flagship asset of Caspian Sunrise, a LSE-listed oil&gas exploration and production company with focus on Kazakhstan, on tax issues relating to the commencement of commercial production of oil&gas after successful exploration on its contract field in Kazakhstan.
Legal advice to one of the supermajor oil companies on tax matters in Kazakhstan relating to VAT return and challenged the decisions of the tax authorities.
Legal advice to the Client on a potential tax controversy arising out of the applicability of the specialized tax regime to the operations of Total in Kazakhstan under Production Sharing Agreement.
Full-fledged tax due diligence of the Company: USD 21 million indirect acquisition of a Kazakhstan-based subsoil user via the London Stock Exchange-based reversed takeover.
Legal advice to the French manufacturer of syrups and liqueurs relating to the tax structuring and tax liabilities of their operations in Kazakhstan by the permanent representative.
Tax advice on buy-side M&A transaction to acquire a subsidiary of KNOC (40% of the shares, LG International 35% of the shares), a subsoil use company with subsoil use contract for hydrocarbon production.
Tax advice relating to the launch of a major information service matching passengers and taxi services providers in Kazakhstan.
Legal advice to an oil company in relation to stage 3 of project development of Dunga field in Kazakhstan, including the development of oil & gas infrastructure.
Legal advice on the development of the historic first in Kazakhstan renewable energy project aimed at developing the regulatory framework, improving the auction (tender) process and enabling competitively tendered renewables projects in Kazakhstan.
Legal advice to one of the supermajor oil companies on tax matters in Kazakhstan relating to VAT return and challenged the decisions of the tax authorities.
Legal advice to one of the largest global actors in the bunker fuel and lubricants markets and on the illegality of the actions of the customs service in relation to the transfer of the guarantee money of the Client to the state budget.
Legal advice to the largest oil & gas producer in South-East Europe on restructuring of over USD 15 million of outstanding financial liabilities.
Legal advice to an International Publicly Listed Oil and Gas E&P company in relation to the contemplated sale of a concession project for the total amount USD 77 million.
Legal advice to a major Russian oil & gas company on the relating Joint Venture Agreement and Production Sharing Agreement.
Legal advice to the largest oil & gas producer from South-East Europe and advised on negotiating the extension of a package of 4 concession agreements for oil & gas exploitation in 4 fields in Kazakhstan.
Legal advice to an oil company – Target company - in relation to the acquisition of the Kazakh assets.
Legal advice to a French manufacturer of syrups and liqueurs on the tax structuring and tax liabilities of their operations in Kazakhstan by the permanent representative.
Legal advice to a big Russian technology company, engaged in developing a plagiarism-detecting technology, on tax structuring relating to entering the Kazakhstan market.
Legal advice to a Kazakhstan subsidiary of the world's largest publicly traded uranium company on the legal and tax consequences after the implication of new tax provisions.
Representation of the Client at the stage of appealing the decisions of the two previous court instances to the Supreme Court of Kazakhstan
Full legal support of a Norwegian E&P company on acquisition of oil & gas project in Western Kazakhstan: transaction planning, drafting all related agreements and deeds, etc.;
Full legal support of acquisition of an oil and gas contract (including transaction documentation drafting and obtaining all regulatory approvals). Deal size: USD 32 million;
Legal advice on incorporation of a joint venture between a Canadian company and a local company for projects in geological and aerogeophysical survey;
Transfer pricing audit and appeal for a European oil and gas company;
Legal and court representation of a PSA operator in a USD2 mln tax dispute against the Tax Committee;
Legal advice on regulatory compliance (state’s preemptive right, antimonopoly consent, etc.) required for IPO of an international E&P company at KASE;
Legal and court representation of a large drilling company on a class action by former employees with regard to the compensations payment;
Successfully representing two international E&P companies in courts against tax authorities on PSA stability matters;
Legal advice for a foreign insurance company on reinsurance issues (limited recourse clause);
Legal and court representation of a PSA operator on recognition of customs exemptions under the PSA against the Ministry of Finance of Kazakhstan;
Tax compliance health check prior to statutory tax audit;
Transfer pricing due diligence for large European oil and gas company;
Consulting of a major German airline company on VAT exemption issues;
Legal advice to a major German airline company on various corporate and tax questions, and issues concerning application of Double Taxation Treaty between Germany and Kazakhstan.
Kazakhstan Bar Association – SIGNUM in cooperation with Kazakhstan Bar Association has initiated recognition of legal consultants for the purposes of the Qualified Lawyers Transfer Scheme (QLTS) following the change of the legal regime for legal consultants in Kazakhstan in 2018. QLTS provides a route for lawyers from other recognized jurisdictions to qualify as solicitors of England and Wales. QLTS route is now open for Kazakhstan legal consultants making them equally eligible with Kazakhstan advocates to practice English law worldwide. Historically only advocates (mostly Kazakhstan criminal law practitioners) were admitted to take the QLTS exams.
Legal advice to the major Russian producer of the military equipment related to the possible options of sale of such military equipment within the sanctions imposed on Russia
Legal advice to the major Russian producer of military equipment related to the forms of incorporation and tax structure of its business in Kazakhstan
Legal advice to the largest Russian online platform and IT Technology/Search Company on tax structuring for the services of call-center located outside of Kazakhstan
Legal advice to the largest Russian online platform and IT Technology/Search Company on the launch of its new advertising network
Legal advice to the largest Russian food delivery company related to starting up of the new business line
Legal advice to the largest uranium producer based in South Kazakhstan region related to compliance and anti-corruption matters.
Legal advice to the biggest Finnish software development company, known also for its food-delivery platform, on its new project. Tax advice on network structure including IP rights of the Kazakhstani citizen, the owner of the project and services supplier.
Legal advice to the biggest Finnish software development company on all regulatory matters and IP rights related to the launching its operations in Kazakhstan
Legal advice to the major European oil and gas company, operating in Mangystau region, on negotiating the subsoil use contract terms on expansion of the operation area and extension of its activities
Legal advice to one of the major European airlines on closing businesses in Kazakhstan including corporate and tax de-registrations
Legal advice to one of the largest European biochemical companies on corporate, tax and employment matters related to the opening businesses in Central Asia.
Legal advice to one of the largest European oil and gas companies on negotiating and drafting the amendments to the PSA
Legal advice and court representation of the major European oil and gas company on disputes related to oil transports via Russia
Legal advice to online micro-credit European organization on launching their loan providing activity in Kazakhstan including the regulatory compliance, corporate and tax matters
Legal advice to the largest Russian independent oil and gas company regarding employment of the managing officers of the company in Kazakhstan
Legal advice to the largest Russian independent oil and gas company on creating and functioning of the labor commission in the company
Legal advice to the largest Russian independent oil and gas company on drafting the standard employment contract for operations in Kazakhstan
Legal advice to the largest Russian independent oil and gas company on mediation process aimed to settle the employment issues in Kazakhstan
Legal advice to a Portugal based oil and gas company on effective tax structuring of receivables on oil sales under the PSA
Legal advice to a Portugal based oil and gas company on corporate matters related to setting up the active representation in Kazakhstan
Legal advice to the largest South Korean pharmaceutical company on anti-bribery and compliance policies and rules
Legal advice to the leading Chinese telecom equipment and mobile operator on employment disputes
Legal advice to the Swiss investment fund related to tax audit and due diligence prior to acquisition of the mining industry asset
Legal advice to the largest Russian state oil and gas company on amendments to the offshore PSA including the negotiating and drafting the amendments to the partnership agreement and relevant application to the state authorities
Legal advice to the national oil and gas holding on taxes and subsoil user’s payments applicable to the start of commercial production
Legal advice to the national oil and gas holding on suggested amendments to the subsoil use contract related to the transition from exploration to production
Legal advice to the largest Russian independent oil and gas company on the termination of an employment contract
Legal advice to the largest French manufacturing company specialized in the production and sale of premium drinks syrups on hiring a sales representative in the Republic of Kazakhstan
Legal advice to an Australian public company on the transfer of subsoil use rights
Legal expertise of the documents submitted by the client, an international producer of pipe products, for compliance of the established working hours for employees operating in harmful working conditions, with the requirements of the labor legislation of the Republic of Kazakhstan
Legal advice to an international engineering company on the approval of annual financial statements
Legal advice to the largest Russian independent oil and gas company on labor issues regarding the transfer of employees to remote work under quarantine
Legal advice to a Kazakhstan national oil company on potential risks in managing a joint venture
Presentation for the international chemical industry company on the legal requirements on mandatory information on packaging in four jurisdictions: Azerbaijan, Georgia, Kazakhstan, and Uzbekistan
Legal advice to an international producer of pipe products on labor issues regarding the transfer of the employees to a part-time working schedule
Legal advice to a Russian IT company on business models in the Republic of Kazakhstan
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Public speaking
Speaker, the IBA webinar "Health of a law firm in turbulent times" | 11 December 2020
Speaker, “Regulation of the Legal Profession in the CIS region”, Webinar by the Law Society of England and Wales | 26 May, 2020
Speaker, "State Support of Business during COVID-19", Webinar by JuRuss – Russian Speaking Lawyers Association | 7 May, 2020
Speaker, “Emotional Intelligence in Business Management”, training by of the EBRD mentoring program “Mentoring for Women Entrepreneurs of Kazakhstan” | 11 December, 2019
Speaker, "Legal Profession in Kazakhstan", 13th IBA Law Firm Management Conference, Moscow, Russia | 6 December, 2019
Speaker, "Central Asian Pipelines: Kazakhstan Perspective", Annual Conference of the International Bar Association (IBA), Seoul, Korea | 24 September, 2019
Speaker (Mediator), "Arb-Med Demonstration", IAC and AIFC Court, Nut-Sultan, Kazakhstan | July, 2019
Moderator, “Features of Dispute resolution in Foreign Courts and Arbitration”, Kazakhstan Dispute Resolution Forum, Almaty, Kazakhstan | 30 May, 2019
Speaker, The English Law Summit, Nur-Sultan, Kazakhstan | 11 April, 2019
Speaker, Astana Legal Forum, Astana, Kazakhstan | 19 April, 2019
Participant, «The IBA Annual Conference 2018», October, 2018, Rome, Italy
Speaker, «New Subsoil Use Code Training», SIGNUM Law Firm training session for a major Kazakhstan based international oil and gas companies, Aktau, September, 2018
Speaker, «New Subsoil Use Code Training», SIGNUM Law Firm training session for a Kazakhstan based oil and gas company, Aktau, June, 2018
Participant, «Astana Finance Days», Astana International Financial Centre, Astana, July, 2018
Speaker, «The Kazakhstan Dispute Resolution Forum», Almaty, May, 2018
Speaker, «The Briefing Session of the English Law Summit», The Law Society, AIFC, Astana, April, 2018
Participant, «The Conference of Association of Taxpayers Kun Lun», Almaty, April, 2018
Speaker, «Legal Writing Skills/Навыки юридического письма», SIGNUM Law Firm training session for KATKO JV, SIEMENS, Sberbank Kazakhstan, Astana, Kazakhstan | December, 2018
Speaker, «Legal Week - Successful Lawyer: Client's and Employer's Expectations», KAZGUU University, November, 2018
Speaker/Session Moderator, «XIII Kazakhstan Corporate Lawyers Forum», Almaty, November, 2018
Event host, ‘Improving Anti-Corruption Legislation Phase II’, KazBar, Astana, October, 2018
Speaker, «Essential Communication Skills for Lawyers», Kazakh Institute of Management, Almaty, Kazakhstan | 26 April, 2017
Speaker, «Regulation of The Legal Profession in Kazakhstan», Opening of The Legal Year, London, UK | October, 2017
Speaker, «On The Investment Opportunities, Privatization and Tax Assessment In Kazakhstan», The 2nd “Belt and Road”, Outbound Investment and M&A Forum, Beijing, China | September, 2017
Speaker, «Some Issues of Subsoil Users’ Taxation: Law Enforcement Practice», XV Atyrau KPLA Anniversary International Conference, Atyrau, Kazakhstan | 28 April, 2017
Speaker, «Successful Lawyers: What Is Expected?», Kazakh Institute of Management, Almaty, Kazakhstan| 7 April, 2017
Guest, «EUROBAK Annual General Meeting», European Business Association in Kazakhstan, Almaty, Kazakhstan | February, 2017
Co-organizer, «Improving Anti-Corruption Legislation», Kazakhstan Bar Association (KazBar) with participation of the School of Law of KIMEP University and SIGNUM Law Firm, Almaty, Kazakhstan | October, 2016
Participant, «Judicial Room», AlmaU (Almaty Management University), under the supervision of the advisers of the project (members of the KazBar), Almaty, Kazakhstan | January, 2016
Speaker, «Legal Writing Skills/Навыки юридического письма», SIGNUM Law Firm training session for KATKO JV, LLP, Almaty, Kazakhstan | 19 November, 2015
Speaker, «On the recent and upcoming legal developments focusing on the concept of new draft subsoil code», X Corporate Lawyers Forum, Almaty, Kazakhstan | 5-6 November, 2015
Speaker, «Liability for Irrational Subsoil Use: Certain Legal Aspects», KPLA’s Xiii International Atyrau Conference, Atyrau, Kazakhstan | April, 2015
Speaker, «Structuring The Joint Venture (JV): Key Commercial and Contractual Terms and Issues, and Anticipating and Resolving JV Disputes», The Seminar of the British-Kazakh Law Association On International Investments in Kazakhstan, Astana, Kazakhstan | 15 May, 2013
Moderator of the session, «The first conference of the Republican Public Association», Kazakhstan Bar Association, Almaty, Kazakhstan | 16 May, 2013
Participant, «World in the Times of Changes: Forming a Sustainable Energy Future», VII Annual Eurasian Forum KAZENERGY, Astana, Kazakhstan | 2–3 October 2012
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Education
INSEAD
EMBA
Accolades
““Zhylkaidarova has an in-depth knowledge of and extensive experience in the oil and gas sector in the country. I would also mention that she has an exceptionally high level of professional support. Communicating and working with her is efficient, which saves both time and costs for the client.””
— Asialaw profiles 2021 Edition
“Sofiya Zhylkaidarova is an "excellent negotiator" and "has in-depth knowledge and extensive experience in the energy and natural resources sector." She is active on a range of energy sector matters, including advising clients on regulatory issues. She attracts praise from clients for her "clear and concise" advice and is singled out for her results-focused approach and efficiency.”
— Chambers and Partners, Global 2021 Edition
“‘Our key point of communication is Sofiya Zhylkaidarova. She has a strong record in M&A, corporate restructuring, financing transactions, and tax issues. She is an exceptional negotiator with substantial legal, strategic, and business skills. Her deep and broad market knowledge adds tremendous value.’”
— The Legal 500 EMEA, 2023
“‘Sofiya Zhylkaidarova provides excellent leadership for the SIGNUM practice and stands out as knowledgeable and strategic.’”
— LEGAL500, 2021
“‘Our focal point is Sofiya Zhylkaidarova. She very promptly responds to queries and is always on-call. Ms. Zhylkaidarova and her team lead a very strong tax practice by understanding the business and its objectives and making suitable recommendations.’”
— LEGAL500, 2021
“Managing partner Sofiya Zhylkaidarova focuses on providing regulatory support to clients, with a particular focus on subsoil issues. Her broad practice spans transactional, contentious and tax-related mandates. Sources appreciate her attention to detail and client care, with one reporting: "She works meticulously to obtain the best level of investor protection for her clients. She has an enviable track record in M&A projects and is always available and approachable."”
— CHAMBERS, 2020 Edition
“‘Sofiya Zhylkaidarova and Liza Zhumakmetova are outstanding partners in the practice. Gaukhar Kudaibergevona is an outstanding rising star associate. The team is always available and always answers promptly and professionally‘”
— LEGAL500, 2020 Edition Energy and Natural Resources
“‘Stand out partners are Sofiya Zhylkaidarova and Liza Zhumakmetova. They are always available & give excellent advice in a timely manner. I have used Signum Law Firm since they were established and have never had any hesitation in recommending them to colleagues and industry peers.’”
— LEGAL500, 2020 Edition
“‘Sofiya Zhylkaidarova is an excellent professional, very charismatic and is truly recognized as one of the market leaders‘”
— LEGAL500, 2020 Edition
“‘Sofiya Zhylkaidarova is well-known name in the market and always takes proactive, strategic and result-oriented approach to each project. In the stressful environment of settlement negotiations or of litigation, she provides a client with confidence and calmness. Her extended experience in tax disputes and disputes with the state authorities allows her to control the whole process closely.‘”
— LEGAL500, 2020 Edition
“‘Sofiya Zhylkaidarova is well spoken, very knowledgeable, and exhibits excellent team and project management and coordination.‘”
— LEGAL500, 2020 Edition
““Very good communicator. Very responsive. Inspires trust.” “Excellent all round.” “Liza responded to all requests promptly and professionally and coordinated with other lawyers in her group to consistently meet our deadlines. I didn't note any areas that required improvement.” “She and her team were extremely competent and promptly coordinated the due diligence that the company required.””
— Asialaw Profiles 2020
“Sofiya Zhylkaidarova is known by market sources for her "practical advice." She primarily advises clients on financial and regulatory matters related to the oil and gas market. Peers consider her "very impressive" in the sector, saying: "She clearly is an expert, a very, very good specialist."”
— Chambers & Partners, Global 2018
“Signum Law Firm focuses on transactional and contentious issues. Practice head Sofiya Zhylkaidarova has expertise in M&A and subsoil-use contracts.”
— The Legal 500, Europe, Caucasus and Central Asia, 2018
“Signum Law Firm is experienced in commercial, employment, tax and administrative disputes. Managing partner Sofiya Zhylkaidarova is a key name for commercial disputes, while Talgat Sariev handles labour and employment issues.”
— Legal 500 Europe, Caucasus and Central Asia, 2018
“Юридическая фирма SIGNUM консультирует клиентов по международным M&A сделкам, созданию совместных компаний и другим корпоративным вопросам. Например, Лиза Жумахметова работала с европейской компанией по вопросам планируемого инвестирования в местные компании. Управляющий партнер София Жылкайдарова«творчески подходит к поиску решений».”
— The Legal 500 Europe, Middle East & Africa 2017
“Управляющий партнер София Жылкайдарова целиком посвящает себя поддержке клиентов, превосходно ведет переговоры с представителями органов власти и проявляет творческий подход в поиске решений.”
— The Legal 500 Europe, Middle East & Africa 2017
“София Жылкайдарова известна как “выдающийся юрист в нефтегазовой сфере”, чьи консультации отличаются ясностью и прямотой. Комментаторы отметили ее сильные лидерские навыки, а также богатый опыт в данной сфере. Ее практика включает вопросы M&A, недропользования, налогообложения и нормативно-правового соответствия.”
— Chambers Global, 2016
“София Жылкайдарова признана как «хороший и очень энергичный»юрист, которая «знает свое дело отлично». Коллеги особенно отмечают ее опыт в налоговых спорах.”
— Chambers Global, 2015
“София Жылкайдарова является «отличным специалистом» в сфере недропользования и энергетики.”
— Chambers Global, 2015
“«Управляющий партнер София Жылкайдарова уважаема за огромный опыт и внушительные знания казахстанского права. Она специализируется в разных отраслях права, таких как налоги, коммерческое право и слияния и поглощения.»”
— Chambers Global, 2015
“‘Sofiya Zhylkaidarova, Talgat Sariev and Zhazira Ramazanova are very experienced in the oil and gas industry.’”
— The Legal 500 EMEA, 2023
“‘Sofiya Zhylkaidarova is the number one oil and gas lawyer in Kazakhstan.’”
— The Legal 500 EMEA, 2023
“‘Sofiya Zhylkaidarova is the number one oil and gas lawyer in Kazakhstan in terms of reputation and expertise.’”
— The Legal 500 EMEA, 2023
“‘It was my pleasure to work with Sofiya, Abylkhair, Nazym and Talgat. They are strong professionals with vision.’”
— The Legal 500 EMEA, 2023
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