PART 3: VENTURE
3.1. Venture
3.1.1 A Venture does not have separate legal personality from the Venture Studio and the Venture Studio must be responsible for:
(a) the Venture adhering to the requirements under the Acting Law of the AIFC, including (without limitation) those imposed by these Rules;
(b) performing the terms and conditions of any Capital Raising undertaken in respect of a Venture; and
(c) performing any other contracts or arrangements, during the period of sponsorship by the Venture Studio, with third parties as an Agent of the Venture.
3.1.2 Any agreement or arrangement between a Venture Studio, or Entrepreneur and any third party to the effect that the Venture Studio is not responsible for its obligations under subrule 3.1.1 is unenforceable.
3.2. Sponsorship of a Venture
3.2.1 A Venture Studio that wishes to sponsor a Venture must file a Venture Sponsorship Agreement with the Commissioner for Innovation together with an application for such sponsorship in the prescribed form against payment of the required fees under Schedule 2 of these Rules to be evidenced.
3.2.2 The Commissioner for Innovation may refuse sponsorship application made under subrule 3.2.1 if the Commissioner for Innovation is not satisfied that the content requirements for a Venture Sponsorship Agreement referred to in Schedule 3 to these Rules have been met.
3.2.3 Upon acceptance by the Commissioner for Innovation of a sponsorship application made under subrule 3.2.1, the Venture Studio will be eligible to:
(b) sponsor up to 10 Entrepreneurs associated with such Venture.
3.2.4 Any Capital Raising undertaken by a Venture Studio in respect of a Venture must only be for the purpose of capital or operational expenses of that Venture and may not in aggregate exceed U.S. $1,000,000.
3.2.5 A Venture Studio may apply to the Commissioner for Innovation for an exemption from U.S. $1,000,000 limit set out in subrule 3.2.4 above, and such exemption may be granted at the sole discretion of the Commissioner for Innovation.
3.2.6 Unless otherwise agreed with the individual involved, an Entrepreneur sponsored by a Venture Studio for Kazakhstani residency purposes pursuant to these Rules will be deemed as a consultant or contractor for services and will not be considered an Employee of the Venture Studio for purposes of the AIFC Employment Regulations.
3.2.7 A Venture Studio must maintain a register of each Venture that it sponsors and each Entrepreneur that it sponsors for residency purposes.
3.3. Venture Funding
3.3.1. A Venture Studio must separately account for Venture Funding attributable to a particular Venture and hold such funds on trust on the Venture’s behalf.
3.3.2. A Venture Studio must not use Venture Funding for any purpose other than the business of the Venture to which such funds are attributable. A Venture Studio that fails to comply with the requirement in this subrule 3.3.2, is liable to a fine under section 173 of the AIFC Companies Regulations.
3.3.3. In the event a Venture is incorporated as a Venture Studio Company, the Venture Studio must transfer the Venture Funding to the Venture Studio Company.
3.4. Termination of a Venture sponsorship
3.4.1. Subject to subrule 3.4.2(a), a Venture Studio may sponsor a Venture for a period of 24 months only.
3.4.2. Upon, or prior to, the expiry of the 24 months period a Venture Studio must either:
(a) apply to the Commissioner for Innovation for an extension of the sponsorship for a further period of 12 months, specifying the reasons for the proposed extension, and such extension may be granted at the Commissioner for Innovation’s sole discretion provided that such extension must only be granted once in respect of a Venture; or
(b) terminate the Venture Sponsorship Agreement and the sponsorship of the residency visa of each Entrepreneur identified in the relevant Venture Sponsorship Agreement, unless such individual is an Employee employed by the Venture Studio or such residency visa is transferred to a Venture Studio Company (as applicable), and either:
(i) establish the Venture as a Venture Studio Company; or
(ii) cease to work with and develop the Venture any further.
3.4.3. In the event that the Commissioner for Innovation does not grant an extension of the sponsorship pursuant to subrule 3.4.2(a), the Venture Studio must comply with subrule 3.4.2(b).
3.4.4. A Venture Studio must notify the Commissioner for Innovation where a Venture Sponsorship Agreement expires or is terminated for any reason prior to the 24 months period within 14 days after the day of expiry or termination of the Venture Sponsorship Agreement.