Corporate & Commercial Law in Uzbekistan

Joint Ventures

Structuring, negotiating, and documenting joint venture arrangements between foreign investors and Uzbek partners — covering JV agreements, shareholders agreements, contribution obligations, governance mechanisms, deadlock resolution, and exit provisions. Bond Stone advises on both LLC and JSC structures for joint ventures, and on the interaction between the JV agreement and Uzbek company law requirements.

Mergers & Acquisitions

Share and asset acquisitions in Uzbekistan — buy-side and sell-side mandates. Bond Stone advises on transaction structuring, legal due diligence, sale and purchase agreements, representations and warranties, conditions precedent, and post-closing integration. Active experience in privatisation transactions — 29 SOEs are being privatised in 2025–2026 with IPOs and SPOs of 12 large SOEs on domestic and international exchanges.

Shareholders Agreements

Drafting and negotiating shareholders agreements for foreign-invested Uzbek entities — covering voting arrangements, reserved matters, drag-along and tag-along rights, pre-emption rights, dividend policy, and dispute resolution. Bond Stone advises on the enforceability of shareholders agreement provisions under Uzbek company law and the appropriate governing law and forum for the agreement itself. 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.

Commercial Contracts

Drafting, reviewing, and negotiating commercial contracts governed by Uzbek law — supply agreements, distribution agreements, agency and representation agreements, service agreements, licensing agreements, and framework contracts. Bond Stone advises on force majeure, limitation of liability, penalty clauses, currency provisions, and dispute resolution clauses in Uzbek law contracts.

Corporate Governance

Advising on corporate governance frameworks for foreign-invested Uzbek entities — board composition, director duties, conflicts of interest, related party transactions, and compliance with Uzbek company law requirements. Law No. ZRU-1137 sets out fiduciary duties of directors and board members (Article 44), a major transaction threshold of more than 25% of net assets (Article 50), and a separate regime for transactions with affiliated persons (Articles 55 to 59). Bond Stone advises multinational companies on aligning their Uzbek subsidiaries' governance with group standards while complying with local mandatory requirements.

Corporate Restructuring

Restructuring of Uzbek corporate entities — mergers, demergers, conversion between entity types, change of control, and reorganisation of foreign-invested groups. Bond Stone advises on the legal, tax, and regulatory implications of corporate restructuring in Uzbekistan and on sequencing transactions to minimise disruption to operations.

Legal Due Diligence

Legal due diligence on Uzbek target companies — reviewing corporate documents, title to assets, regulatory licences, employment obligations, litigation exposure, and material contracts. Bond Stone produces due diligence reports in English for international investors and lenders, identifying material risks and recommending transaction protections.

Privatisation & State Asset Transactions

Advising foreign investors on participation in Uzbekistan's privatisation programme — acquisition of state-owned enterprises, participation in tender procedures, and structuring post-acquisition ownership. Bond Stone advises on investment protections available to privatisation investors under Uzbekistan's Law on Investments and bilateral investment treaties.

Entity types

The two principal entity types for foreign investors in Uzbekistan are the Limited Liability Company (LLC) and the Joint-Stock Company (JSC). The LLC is the most widely used vehicle — no minimum capital for companies without foreign investment unless a licence requires one, governed by the Law on Limited Liability Companies No. ZRU-1137 dated 21 April 2026. The JSC is used for larger enterprises, listed companies, and state privatisation transactions. Foreign investors may also operate through a branch or representative office.

Foreign ownership

100% foreign ownership is permitted in most sectors in Uzbekistan. An entity qualifies as an "enterprise with foreign investment" (EFI) where foreign participation is at least 15% and charter capital is at least 400 million Uzbek soum. EFI status adds rights such as accounts in any currency under the Law on Investments and Investment Activity.

Investment protections

Foreign investors in Uzbekistan are protected by the Law on Investments and Investment Activity No. ZRU-598 dated 25 December 2019 — which provides protection against nationalisation, free transfer of funds after tax, and access to dispute resolution. Uzbekistan has concluded bilateral investment treaties (BITs) with over 50 states — providing additional treaty protections for qualifying investors.

Special Economic Zones

As of 1 July 2026, Uzbekistan had 34 Special Economic Zones, 400 Small Industrial Zones, 27 technology parks, and 354 clusters. Residents of SEZs benefit from tax exemptions, customs duty exemptions, and simplified regulatory procedures. Bond Stone advises on SEZ entry strategy and the legal requirements for qualifying as an SEZ resident.

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 commercial disputes, parties may elect the Tashkent International Arbitration Centre (TIAC) or a foreign arbitration tribunal. Bond Stone advises on dispute resolution clause drafting and on these exclusive competence rules.