UZBEKISTAN · CORPORATE & COMMERCIAL LAW
Legal Due Diligence in Uzbekistan
Bond Stone conducts legal due diligence on Uzbek target companies, joint venture partners and borrowers for foreign investors and lenders, with English-language reports.
Primary authority: Civil Code of the Republic of Uzbekistan; Law "On Limited Liability Companies" No. ZRU-1137 dated 21 April 2026 (in force 22 July 2026); Regulation on State Registration of Business Entities, Cabinet of Ministers Resolution No. 66 dated 9 February 2017 (as amended). 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
Key Considerations
Corporate & Title
State registration documents, articles of association (charter), founding documents, participant register, share title history, and powers of attorney. Verification of encumbrances through the Uzbek state registries. Check for state pre-emption rights over the target's shares or assets.
Regulatory Licences & SEZ Status
Verification of all licences and permits required for the target's activities — including SEZ or free economic zone residency status, manufacturing licences, pharmaceutical licences, and financial services licences. Assessment of compliance with SEZ operating conditions and risk of SEZ status revocation.
Privatisation History
Where the target was previously a state-owned enterprise, Bond Stone reviews the privatisation history — checking the lawfulness of the original privatisation, any restitution claims, and compliance with post-privatisation investment obligations that may remain binding on the acquirer.
Material Contracts & Litigation
Review of key commercial agreements and search of Uzbek economic court databases for pending and concluded litigation. Assessment of contingent liabilities and change of control provisions. Uzbek economic courts have exclusive competence over certain disputes with foreign persons, on state-owned property and Uzbek real estate (Economic Procedure Code, Art. 240) — Bond Stone identifies these risks at the outset of every due diligence mandate.
Experience
Bond Stone has conducted legal due diligence on Uzbek target companies for foreign acquirers and investors across manufacturing, pharmaceuticals, energy, and trading sectors. Client confidentiality is maintained across all matters.
M&A DD · Uzbekistan · Manufacturing
M&A DD — Manufacturing Target
Legal due diligence on an Uzbek manufacturing company for a foreign acquirer — corporate title, SEZ residency status, regulatory licences, employment obligations, and material contract review. English-language report with risk matrix.
Privatisation DD · Uzbekistan
Privatisation DD — SOE Acquisition
Due diligence on an Uzbek state-owned enterprise for a foreign investor participating in Uzbekistan's privatisation programme — privatisation history, post-privatisation obligations, environmental liabilities, and state claim assessment.
JV DD · Uzbekistan · China
JV Formation DD — Chinese Investor
Pre-JV due diligence on a prospective Uzbek joint venture partner for a Chinese investor — corporate standing, asset title, licence compliance, litigation search, and financial obligation review.
M&A DD · Uzbekistan · Energy
Energy Asset DD — Oil & Gas
Legal due diligence on an Uzbek oil and gas asset for a foreign energy company — subsoil use licence review, regulatory compliance, environmental liabilities, change of control provisions, and acquisition structuring advice.
DD · Uzbekistan · M&A
Red Flag Report — Pre-LOI Assessment
Rapid red flag due diligence report on an Uzbek target company for a foreign investor making a pre-LOI assessment — corporate standing, major litigation exposure, and regulatory compliance review. Delivered within 3 business days.
Lending DD · Uzbekistan · Banking
Lender DD — Pre-financing Review
Pre-financing legal due diligence for an international lender on an Uzbek borrower — corporate authority to borrow, security package validity, regulatory compliance, and assessment of restrictions on profit repatriation.
M&A DD · Uzbekistan · Pharmaceuticals
Pharma Licence DD — Acquisition Target
Due diligence on an Uzbek pharmaceutical company for a foreign acquirer — regulatory licence validity, manufacturing compliance, distribution agreements, and post-acquisition licence transfer requirements.
Investing in Uzbekistan
Uzbekistan — Investment Framework
- 100% foreign ownership permitted in most sectors — no mandatory local partner requirement
- Enterprise with Foreign Investment (EFI) status confers additional guarantees — 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, IPOs and SPOs of 12 large state enterprises
- Bilateral investment treaties — treaty arbitration access for qualifying investors
- Most foreign-invested enterprises by country at 1 October 2026 — China (6,649), Russia (3,690), Türkiye (2,410), Kazakhstan (1,378), Republic of Korea (744)
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
- Tashkent office — direct engagement with Uzbek authorities, registration bodies, and local counterparties
- Active Uzbekistan corporate practice — joint ventures, M&A, commercial contracts, and restructuring across energy, manufacturing, and trading sectors
- Chinese investor expertise — Bond Stone advises Chinese investors entering Central Asia through Uzbekistan
- Ranked Legal 500 EMEA and IFLR1000
Primary authority: lex.uz
Discuss your Uzbekistan matter
Contact Bond Stone for a confidential discussion about legal due diligence in Uzbekistan.
info@bondstonelaw.com
+7 (701) 729 76 72 — Almaty
Request a Confidential Consultation ← Joint Ventures Uzbekistan Commercial Contracts → ← Corporate & Commercial Law Hub