Foreign Ownership & EFI Status in Uzbekistan

100% foreign ownership — general rule

Uzbekistan permits 100% foreign ownership in most sectors under the Law on Investments and Investment Activity No. ZRU-598 dated 25 December 2019 — there is no mandatory local partner requirement for most investment activities. Sector laws add limits and approvals: for example, a legal entity in whose charter capital foreign investment is 30% or more cannot found a mass media outlet (Law on Mass Media, Art. 8), and any person, resident or not, needs the Central Bank's prior permission before acquiring, directly or indirectly, 5% or more of a bank's charter capital, with further permissions at 20% and 50% (Law on Banks and Banking Activity, Art. 22). Check the sector law and any act of the Cabinet of Ministers.

EFI status — Enterprise with Foreign Investment

To be an enterprise with foreign investment (EFI), an entity must have: minimum 15% foreign participation in its charter capital; and minimum 400 million UZS charter capital (approximately USD 32,000 at the 2025 average rate), or 200 million UZS for new EFIs in the Republic of Karakalpakstan and Khorezm region. The registering body checks the foreign share and capital at registration and re-registration, and a foreign share below the statutory level, or charter capital below the minimum, is a ground for refusal (Regulation approved by Resolution No. 66, paras. 40 and 41, and Annex 11 as amended by Resolution No. 165 of 28 March 2024).

Investor guarantees and EFI rights

Investors generally: investments are not subject to nationalisation, and requisition is allowed only in emergencies, with compensation adequate to the loss (Article 21); funds may be transferred freely after tax, though the State may suspend repatriation in the cases listed (Article 17); foreign investments receive treatment no less favourable than domestic ones (Article 46); and the law at the date of investment applies for ten years if later law worsens conditions in the cases listed (Article 19). EFIs in addition may hold accounts in any currency at any bank in Uzbekistan or abroad and borrow and repay in foreign currency (Article 51), export their own products without licensing or quotas, import for their own production needs without a licence, and lease land from the Cabinet of Ministers for up to 25 years (Article 54).

Sector-specific ownership restrictions

Notwithstanding the general 100% foreign ownership rule, sector rules apply, for example in banking (Central Bank prior permission for stakes of 5%, 20% and 50%: Law on Banks and Banking Activity, Art. 22), insurance (requirements of the insurance regulator) and mass media (no founding by an entity with 30% or more foreign investment: Law on Mass Media, Art. 8). Bond Stone conducts sector restriction screening at the outset of every inbound investment mandate to identify applicable restrictions before transaction structuring commences.

Maintaining EFI status post-acquisition

In M&A transactions involving Uzbek entities with existing EFI status, the acquirer should check that EFI status continues after the acquisition — particularly where the transaction results in a change in the level of foreign participation or charter capital. Bond Stone advises on EFI status continuity in acquisition structuring.