UZBEKISTAN · BUSINESS FORMATION
Company Formation in Uzbekistan
Bond Stone advises international investors on company formation in Uzbekistan — LLC and JSC registration, branch and representative office accreditation, director appointments, sector licensing, and ongoing compliance. Our Tashkent team handles formation locally, from structuring to post-registration compliance.
Uzbekistan has simplified its corporate registration process substantially since 2017. State registration of an LLC is made in real time and takes no more than 30 minutes (Resolution No. 66 of 9 February 2017, Annex 3 to the Regulation), online through the business registration portal (new.birdarcha.uz) or at a Public Services Centre. 100% foreign ownership is permitted across most sectors, no local partner is required, and no minimum charter capital applies to standard LLC formations, unless licensing requirements for the activity set one (Article 15 of Law No. ZRU-1137). For companies with 15% or more foreign ownership (Enterprises with Foreign Investment — EFI), the minimum charter capital is 400 million UZS (~USD 32,000 at the 2025 average rate), or 200 million UZS for new EFIs in the Republic of Karakalpakstan and Khorezm region. The 10-year guarantee in Article 19 of Law No. ZRU-598 protects investors generally, in the cases that Article lists.
Governed by: Law No. ZRU-598 dated 25 December 2019 "On Investments and Investment Activity"; Law No. ZRU-1137 dated 21 April 2026 "On Limited Liability Companies" (in force 22 July 2026); Presidential Decree No. UP-5495 dated 1 August 2018 (charter capital). Authority: lex.uz
Uzbekistan — Market Context 2025
7.7%
Real GDP growth in 2025
USD 43B
Investment implemented in 2025, of which USD 38.2B FDI — up 24% year on year
22,000+
Foreign-invested enterprises operating in Uzbekistan at 1 October 2026
Legal Structures
LLC — Limited Liability Company
Most widely used structure. 1–50 participants. No minimum capital (standard LLC) unless a licence requires one. 400M UZS minimum for EFI (≥15% foreign). 100% foreign ownership permitted. Foreign Director requires work permit before appointment. State registration: up to 30 minutes.
Up to 30 minutes
JSC — Joint Stock Company
Used for listed and widely held companies (an LLC may have at most 50 participants) and commonly for regulated financial institutions; check the sector law for the required form. Annual audit is mandatory. The charter sets the capital, and licensing requirements may set a minimum (Article 17 of the JSC Law). Governed by Law No. 223-I on Joint-Stock Companies, as restated by Law No. ZRU-370 of 6 May 2014.
Up to 30 minutes (state registration)
Branch Office
May conduct commercial activities. Extension of parent — no separate legal personality. Registers for tax as a permanent establishment (Tax Code, Art. 130); confirm any further step for the activity. 15% CIT on profit attributable to the branch, plus 10% on net profit after tax, which a treaty may reduce (Art. 347).
No processing time fixed by the Tax Code
Representative Office
Non-commercial liaison and marketing only. Accredited with the Ministry of Investments, Industry and Trade (MIIT) under Cabinet Resolution No. 76 (07.02.2024). Accreditation: 1–3 years. Foreign staff: at most 40% and at most 5 persons. State duty: 48 times the BCU on accreditation and on each extension, not annually (UZS 21.12 million at the BCU of UZS 440,000 from 1 September 2026); 90% of that if filed through the Unified Portal (Law No. ZRU-600 on State Duty, Annex, item 7(g); Resolution No. 76, paras. 13 and 40).
5 business days (decision)
LLC Registration — Step by Step
|
1
|
Entity selection & structure advice Bond Stone reviews ownership structure, sector, and tax profile. For joint ventures with Uzbek partners, we advise on participant shares, pre-emption rights, and whether EFI status (≥15% foreign ownership) is advantageous, and on the 10-year guarantee for investors under Article 19 of the Investment Law (No. ZRU-598, 2019). An LLC may have up to 50 participants, and it cannot have as its sole participant another company with only one participant, unless that participant is a single-shareholder JSC (Article 8 of Law No. ZRU-1137). |
|
2
|
Charter drafting Bond Stone drafts the company charter (articles of association) in Uzbek, the state language in which founding documents must be filed for registration. A company with one founder needs only the charter. With two or more participants a foundation agreement is also required, although it is not filed for state registration (Articles 12 and 13 of Law No. ZRU-1137). An English parallel translation is prepared for the investor. Each participant must pay its contribution in full within the period set in the founding documents, at most 1 year from registration (Article 15). Non-cash contributions worth more than 10,000 times the base calculation amount (UZS 4.4 billion at UZS 440,000 from 1 September 2026) must be valued by an appraiser and cannot be recorded above that value. |
|
3
|
State registration online or at a Public Services Centre Bond Stone files through the Unified Portal of Interactive State Services (business registration at new.birdarcha.uz) or at a Public Services Centre. Registration: in real time, no more than 30 minutes (Resolution No. 66 of 9 February 2017, Annex 3 to the Regulation). Tax Identification Number (TIN) issued simultaneously. Company receives registration certificate and is listed in the state register. Operations may start at once unless the activity needs a licence or permit. |
|
4
|
Director appointment & work permit A foreign Director must obtain a work permit before assuming the role, unless an exception in Article 110 of the Law on Employment applies (for example a residence permit holder). Bond Stone runs the application in parallel with registration. State review: up to 15 working days from the application, then 5 working days to pay the fee (Law on Employment No. ZRU-642, Art. 111). Supervisory board members (non-executive) do not require a work permit. |
|
5
|
Post-registration compliance Bank account opening. Electronic Digital Signature (EDS) — required for tax filings and government portals. VAT registration where annual income exceeds UZS 1 billion. Sector licence applications. Bond Stone provides full post-registration compliance support from our Tashkent office. |
EFI vs. Standard LLC — Key Differences
| Factor | Standard LLC | EFI (≥15% Foreign) |
|---|---|---|
| Min. charter capital | None (most sectors) | 400M UZS (~USD 32,000) |
| Legislative stability | 10-year guarantee for investors, in the cases listed in Article 19 of Law No. ZRU-598 | Same guarantee, which also protects against a higher minimum foreign investment |
| Capital repatriation | Free transfer after tax (Art. 17 of Law No. ZRU-598) | Same guarantee |
| Land lease | General land law | Lease from the Cabinet of Ministers for up to 25 years (Art. 54 of Law No. ZRU-598) |
| CIT rate | 15% | 15% (sector exemptions may apply) |
| Registration | Up to 30 minutes — online or at a Public Services Centre | Up to 30 minutes — same route |
Existing LLCs — Transition to Law No. ZRU-1137
Law No. ZRU-1137 replaced Law No. 310-II of 6 December 2001 on 22 July 2026 (Articles 68 and 71). It has no transitional chapter. It sets no deadline for existing LLCs to bring their charters into line and does not require them to re-register. The alignment duty in Article 70 is addressed only to the Cabinet of Ministers and republican executive bodies. Existing companies and their registered charters simply continue.
The absence of a deadline is not a safe harbour. Under Article 4 of the Civil Code, a new law applies to rights and duties arising after it takes effect, even where the relationship began earlier, while terms of contracts already concluded stand unless the law provides otherwise. The mandatory rules of Law No. ZRU-1137 have therefore applied since 22 July 2026 to the share sales, transactions and corporate decisions of existing LLCs. A clause that conflicts with those rules should not be relied on, and a charter that is silent may leave the company without a workable procedure. Foreign-owned LLCs should review the charter and any foundation agreement now and, where needed, adopt a restated charter by general meeting decision. Registration is due within 30 days of approval, and the changes bind third parties from registration (Articles 12 and 14; Cabinet of Ministers Resolution No. 66, Annex 7 to the Regulation).
Points to check first:
- Founding documents: a company with two or more participants needs a foundation agreement as well as a charter. It is not registered, and the charter prevails if the two differ (Articles 12 and 13).
- Decision rules: the charter must state which matters need a unanimous decision or a two-thirds majority (Article 14). On its words, Article 35 requires two thirds of all votes for the company's main directions, unanimity for creating other legal entities, branches and representative offices, and a simple majority of all votes for the rest, unless the Law or the charter requires more. Article 17 sets two thirds for a capital increase and Article 6 two thirds for branches, so the charter should settle these points rather than rely on the default. Written voting on the matters in Article 31(2) is not available unless the charter allows it (Article 37).
- Exit: a participant may leave without the others' consent, but only in the manner the Law and the founding documents provide (Article 9). The Law has no step-by-step procedure, so the charter must state the procedure and its consequences (Article 14). The company pays the actual value of the share within one year, or sooner if the charter says so (Article 23).
- Share sales: title passes on entry in the Unified State Register, and a buyer reaching 50% or more must offer within 15 days to buy out the minority participants at market value (Article 21).
- Transactions: a major transaction is one above 25% of net assets, unless the charter sets a higher figure (Article 50). Deals with affiliated persons follow the review and approval steps in Articles 55 to 59, with an appraisal and an independent audit review at 10% or more of net assets (Article 58).
- Meetings and boards: any one participant may require an extraordinary general meeting (Article 33). A supervisory board needs a quorum of at least 75% of its elected members, and the charter must state how many members are independent (Articles 39 and 40).
- Liability: directors and board members owe the fiduciary duties listed in Article 44 and answer for losses under Article 46. A parent with the right to give binding instructions is jointly liable for transactions made on those instructions (Article 7).
Investing in Uzbekistan
Uzbekistan — Investment Framework
- 100% foreign ownership permitted in most sectors — no mandatory local partner requirement
- Enterprise with Foreign Investment (EFI) status — Law on Investments and Investment Activity No. ZRU-598 dated 25 December 2019
- 34 Special Economic Zones, 400 Small Industrial Zones (1 July 2026) — tax and customs duty exemptions for qualifying residents
- Active privatisation programme — 29 SOEs being privatised in 2025–2026
- Bilateral investment treaties — treaty arbitration access
Uzbekistan — International Financial Centre (Not Yet Operating)
Tashkent International Financial Centre (TIFC)
Created by Presidential Decree No. UP-48 of 30 March 2026 and Constitutional Law No. ZRU-1158 of 13 July 2026 (in force 25 July 2026), but not yet operating: activation requires TIFC Acts and presidential confirmation. The regime provides for TIFC Acts backed by the common law of England and Wales, an independent TFSA regulator, the Tashkent International Commercial Court, and tax exemptions for qualifying participants, most of them until 1 January 2076. Bond Stone is monitoring the TIFC Acts and will advise on TIFC entry once the Centre is activated.
Tashkent International Financial Centre — full guide →Why Bond Stone
- Registered local entity — Bond Stone Legal Group LLC, 2 Shota Rustaveli Street, Tashkent
- Full service — charter, registration, work permit, bank account, EDS, sector licence on one mandate
- TIFC advisory — planning for the Tashkent International Financial Centre, drawing on AIFC experience
- Ranked Legal 500 EMEA and IFLR1000 — regional recognition covering Uzbekistan
Primary legal authority: lex.uz
Bond Stone Uzbekistan office: Tashkent
Start your Uzbekistan formation
Contact Bond Stone's Tashkent team for a confidential discussion about your entity structure and formation timeline in Uzbekistan.
info@bondstonelaw.com
+998 95 172 9678
Request a Confidential Consultation ← Business Formation Uzbekistan