UZBEKISTAN · PRACTICE AREA
Business Formation in Uzbekistan
Bond Stone advises international investors on business formation in Uzbekistan — LLC and JSC registration, branch and representative office accreditation, sector licensing, and voluntary dissolution. Our Tashkent team, led by Assadullah Muradov, Managing Director, handles formation locally, from structuring to post-registration compliance.
Since 2017, Uzbekistan has deregulated business entry — moving company registration online, with a maximum of 30 minutes for state registration (Resolution No. 66 of 9 February 2017, Annex 3 to the Regulation), removing the state registration requirement for LLC foundation agreements, eliminating mandatory publication of liquidation notices, and reducing the minimum charter capital for foreign-invested companies.
Governed by: Law of the Republic of Uzbekistan 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); Law No. 223-I dated 26 April 1996 "On Joint Stock Companies and Protection of Shareholders' Rights" (as amended); Presidential Decree No. UP-5495 dated 1 August 2018 (charter capital requirements). Primary 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 Available in Uzbekistan
LLC — Limited Liability Company
The most widely used structure for foreign investors. 1–50 participants. Liability limited to contributions. No minimum charter capital for standard LLC unless a licence requires one. For companies with ≥15% foreign ownership (Enterprise with Foreign Investment — EFI): minimum 400 million UZS (~USD 32,000), or 200 million UZS for new EFIs in the Republic of Karakalpakstan and Khorezm region. State registration: up to 30 minutes. Note: a foreign Director of an Uzbek LLC requires a work permit before appointment.
Registration: 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. Subject to mandatory annual audit and enhanced disclosure. 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.
State registration: up to 30 minutes
Branch Office
May conduct commercial activities as an extension of the foreign parent entity. No separate legal personality — parent bears full liability. Registers for tax as a permanent establishment (Tax Code, Art. 130); confirm any further step for the activity. The Tax Code sets the deadline for applying, not a processing time (Arts. 129, 130). 15% CIT on profit attributable to the branch, plus 10% on net profit after tax, which a treaty may reduce (Art. 347).
Registration: no fixed processing time
Representative Office
Limited to non-commercial liaison and marketing functions. Cannot generate revenue directly. Must be accredited with the Ministry of Investments, Industry and Trade (MIIT) under Cabinet Resolution No. 76 (07.02.2024). The decision is due within 5 working days of the application (Resolution No. 76, para. 16); preparing, apostilling and translating the documents takes additional time. Generally not subject to Uzbek corporate income tax if no commercial activity.
Accreditation decision: 5 working days
LLC Registration — Step by Step
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Entity selection & structure advice Bond Stone reviews the investor's ownership structure, sector, planned activity, and tax profile. For joint ventures with Uzbek partners, we advise on participant share structure, pre-emption rights under the Law on LLCs, and the need for a Shareholders Agreement (a corporate agreement under Article 358-1 of the Civil Code). We also advise on 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). |
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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 translation is prepared in parallel for the investor's records. Each participant must pay its contribution in full within the period set in the founding documents, at most 1 year from state 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. |
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State registration online or at a Public Services Centre Bond Stone files the registration application through the Unified Portal of Interactive State Services (business registration at new.birdarcha.uz) or at a Public Services Centre. State registration is made in real time and takes no more than 30 minutes (Resolution No. 66 of 9 February 2017, Annex 3 to the Regulation). The company receives its Tax Identification Number (TIN) on registration. |
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Director appointment & work permit Difference from Kazakhstan: a foreign national appointed as Director of an Uzbek LLC must obtain a work permit before taking up 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. |
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Post-registration compliance Bank account opening. Electronic Digital Signature (EDS) procurement — required for tax reporting via the Tax Committee portal. VAT registration if annual income exceeds UZS 1 billion. Sector licence applications where required. Ongoing statutory reporting and tax compliance. Bond Stone provides full post-registration support through our Tashkent office. |
Key Investment Facts — Uzbekistan 2025
| Factor | Standard LLC | EFI (≥15% Foreign) |
|---|---|---|
| Min. charter capital | None (most sectors) | 400M UZS (~USD 32,000) |
| Foreign ownership | 100% permitted | 100% permitted |
| Corporate income tax | 15% flat rate | 15% flat rate |
| Dividend tax | 5% to resident individuals; 10% to non-residents (treaty relief may apply) | 5% to resident individuals; 10% to non-residents (treaty relief may apply) |
| VAT rate | 12% | 12% |
| 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 |
| Foreign Director | Work permit required | Work permit required |
| Capital repatriation | Free transfer permitted after tax | Guaranteed unrestricted transfer |
| Registration portal | Online or at a Public Services Centre — up to 30 minutes | Online or at a Public Services Centre — up to 30 minutes |
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 →TIFC — Tashkent International Financial Centre
A planned common law financial centre — created in 2026, not yet operating
The Tashkent International Financial Centre (TIFC) was created by Presidential Decree No. UP-48 of 30 March 2026. Constitutional Law No. ZRU-1158 of 13 July 2026 has been in force since 25 July 2026, but the Centre is not yet operating: activation requires TIFC Acts and presidential confirmation. Once activated, it will apply its own Acts backed by the common law of England and Wales — providing a parallel legal framework within Uzbekistan for financial services, fintech, and international holding companies.
- Income and social tax exemptions for qualified participants on financial services income until 1 January 2076; property tax, land tax and VAT exemptions with no stated end date
- Currency operations on terms set by Centre decisions developed with the Central Bank (ZRU-1158, Art. 17)
- Tashkent International Commercial Court (TICC) — English-language dispute resolution
- Bond Stone advises on AIFC structuring now and on planning for the TIFC ahead of activation
Voluntary Dissolution
Uzbekistan has substantially streamlined the voluntary dissolution process since 2020. Key improvements:
No publication requirement
Since January 2020, mandatory publication of liquidation announcements in periodicals has been abolished. Electronic notification via state portals replaces print publication.
Electronic inter-agency exchange
Government agencies share information electronically — reducing the volume of certificates and notifications the liquidating company must obtain and submit manually.
Limited tax inspection scope
The Tax Committee may inspect financial activities of a liquidating enterprise only for the last 3 years — limiting audit scope and reducing the liquidation timeline.
Maximum 6-month timeline
The entire voluntary liquidation process — from notification of the decision to de-registration — must not exceed 6 months from the date of notification. As of August 2023, submission of official stamps, seals, or account closure certificates to the registering authority is no longer required.
Selected Experience — Uzbekistan
Bond Stone's Tashkent office, registered as Bond Stone Legal Group LLC, has advised international clients on corporate formations, regulatory compliance, and cross-border transactions in Uzbekistan. Our Uzbekistan practice is led by Assadullah Muradov, Managing Director, with direct experience across manufacturing, pharmaceuticals, fintech, and trading sectors.
On-ground
Registered local entity — Bond Stone Legal Group LLC, Tashkent.
TIFC
TIFC planning, drawing on AIFC experience, for cross-border structuring.
Why Bond Stone
- Registered local entity in Uzbekistan — Bond Stone Legal Group LLC, Tashkent
- Full formation service — charter, registration, work permit, bank account, EDS, sector licence on one mandate
- Ranked Legal 500 EMEA and IFLR1000 — regional recognition covering Uzbekistan
- AIFC advisory now and TIFC planning ahead of activation, from one firm
Primary legal authority: lex.uz
Bond Stone Uzbekistan office: Tashkent
Uzbekistan Detailed Guides
Start your Uzbekistan formation
Contact Bond Stone's Tashkent team for a confidential discussion about your entity structure, sector requirements, and formation timeline in Uzbekistan.
info@bondstonelaw.com
+998 95 172 9678
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