Article 390. Preliminary Agreement of the Civil Code of the Republic of Kazakhstan

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1. Under the preliminary agreement, the parties undertake to conclude in the future an agreement on the transfer of property, performance of works or provision of services (the main agreement) on the terms stipulated in the preliminary agreement.

2. The preliminary agreement is concluded in the form prescribed by law for the main agreement, and if the form of the main agreement is not established, then in writing. Failure to comply with the rules on the form of the preliminary agreement entails its nullity.

3. The preliminary agreement must contain conditions allowing to establish the subject, as well as other essential conditions of the main agreement.

4. The preliminary agreement specifies the time period in which the parties undertake to conclude the main agreement.

If such a period is not specified in the preliminary agreement, the agreement provided for by it is subject to conclusion within one year from the date of conclusion of the preliminary agreement.

5. In cases where the party that concluded the preliminary agreement evades the conclusion of the contract provided for by it, it is obliged to compensate the other party for the losses caused by this, unless otherwise provided by law or the contract.

6. The obligations stipulated in the preliminary agreement are terminated if it is not concluded before the end of the period in which the parties must conclude the main agreement, or one of the parties does not send an offer to the other party to conclude this agreement.

7. A protocol of intent (a contract of intent), unless it explicitly provides for the parties' intentions to give it the force of a preliminary agreement, is not a civil law contract, and failure to comply with it does not entail legal consequences.

IZPI's note! Article 390 is provided to be supplemented by paragraph 8 in accordance with the Law of the Republic of Kazakhstan dated 30.06.2025 No. 204-VIII (effective sixty calendar days after the date of its first official publication).

8. It is prohibited to conclude a preliminary agreement related to the acquisition of ownership rights or other property rights of an individual, legal entity and (or) a person operating in accordance with a joint venture agreement (simple partnership, consortium) for an apartment and (or) non-residential premises or an individual residential building, or their share in the sphere of equity participation in housing construction in an apartment building under construction or a complex of individual residential buildings, without complying with the requirements of the Law of the Republic of Kazakhstan "On Equity Participation in Housing Construction".

The Civil Code of the Republic of Kazakhstan (General part) dated December 27, 1994

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