Joint Ventures in Uzbekistan

Entity selection — LLC or JSC

Most JVs in Uzbekistan are structured as an LLC — flexible governance, straightforward registration, and low compliance burden. A JSC is used for larger enterprises, privatisation transactions, and companies seeking public listing on the Tashkent Stock Exchange. An entity qualifies as an "enterprise with foreign investment" (EFI) where foreign participation is at least 15% — conferring additional investment protections under Uzbek law. A JV LLC needs a foundation agreement as well as a charter, and the charter prevails if the two differ (Articles 12 and 13 of Law No. ZRU-1137). A shareholders agreement is a separate corporate agreement. Under Article 358-1 of the Civil Code, the parties must notify the company in writing within 15 days of signing, without disclosing the contents, and terms on voting on the instructions of company bodies or on the structure and powers of those bodies are void, so governance terms belong in the charter.

Governing law — Uzbek law or TIFC

JV agreements are typically governed by Uzbek civil law. Once the TIFC is activated, TIFC Acts, backed by the common law of England and Wales, will be available for JVs structured through TIFC entities. Bond Stone advises on the choice of governing law based on the parties' nationalities, the JV's activity, and the preferred dispute resolution forum.

Special Economic Zones

Many JVs in Uzbekistan are structured to qualify as residents of one of the 34 Special Economic Zones or 400 Small Industrial Zones — seeking tax and customs benefits and simplified procedures, which depend on the amount invested and the date of admission. Bond Stone advises on SEZ eligibility criteria, application procedure, and the implications of SEZ residency for the JV structure.

Dispute resolution

Disputes with foreign persons over property owned by the Republic of Uzbekistan and over real estate in Uzbekistan fall within the exclusive competence of the Uzbek economic courts (Economic Procedure Code, Art. 240). For other JV disputes, the Tashkent International Arbitration Centre (TIAC) or a foreign arbitral tribunal (ICC, LCIA) can be elected. A governance deadlock goes to court unless the founding documents provide for mediation or arbitration (Article 8 of Law No. ZRU-1137), so that clause must appear there as well as in the JV agreement. Bond Stone advises on dispute resolution clause drafting for Uzbek JV agreements.