Since 2017 Uzbekistan has opened its economy to foreign investment at a pace that has made it one of Central Asia’s most active markets. The practical question for an investor is how to structure entry correctly from the outset.
This note covers the key legal steps and decisions.
Choosing the Right Corporate Vehicle
The primary corporate vehicle for foreign investment in Uzbekistan is the Limited Liability Company, governed by the Law of the Republic of Uzbekistan on Limited Liability Companies No. ZRU-1137 of 21 April 2026, in force since 22 July 2026. It is the equivalent of a private limited company and is suitable for the majority of commercial and investment activities.
Key characteristics of the Uzbekistan LLC:
- Minimum charter capital: no statutory minimum for a standard LLC, though licensing requirements may set one (Article 15); UZS 400 million for an enterprise with foreign investment (at least 15% foreign participation), or UZS 200 million for one set up in Karakalpakstan or Khorezm Region
- Foreign ownership: 100% permitted in most sectors, but an LLC cannot have as its sole participant another company that itself has only one participant, unless that sole participant is a joint-stock company with a single shareholder; an LLC may have no more than 50 participants (Article 8)
- Registration: filed through the unified state portal at my.gov.uz; the regulatory time limit for the registration step itself is 30 minutes
- Directors and participants: the director need not be a participant, and the Law sets no residency requirement for a foreign director (Article 42), but a foreign national who works in Uzbekistan as director still needs the right to work described below
- Reporting: annual financial statements required; audit mandatory for entities exceeding statutory thresholds
For foreign investors requiring a non-permanent presence, a representative office or branch is an alternative to full incorporation. A representative office cannot conduct commercial activity but can promote the parent company and support business development. A branch can conduct the same activities as the parent company but does not constitute a separate legal entity — the parent company bears full liability for branch obligations. In court, a branch or representative office cannot stand in for the company: under Supreme Court Plenum Resolution No. 27 of 20 November 2023, paragraph 7, a claim brought against it, and not against the legal entity, is refused.
The choice between an LLC, branch and representative office has material consequences for tax, liability and regulatory obligations, and it depends on the investor’s activity. Read our full guide to business formation in Uzbekistan.
Registration Process
Company registration in Uzbekistan is handled by the State Services Centres via the unified online portal (Regulation approved by Cabinet of Ministers Resolution No. 66 of 9 February 2017, paragraphs 2 and 4). The process has been substantially simplified since 2018 and can be completed remotely for foreign investors. The key documents required are:
- Decision of the founding participant(s) to establish the company
- Foundation agreement, where there are two or more founders (Articles 12 and 13 of the LLC Law; a sole founder needs only the charter)
- Charter (Articles of Association) of the LLC
- Application for state registration
- Notarised and apostilled copies of the founding participant’s corporate documents (for corporate founders) or passport (for individual founders)
- Confirmation of the registered address
Bond Stone prepares the documents in Uzbek and Russian and deals with the authorities for founders who cannot attend in person. Company formation in Uzbekistan is typically completed within five to ten business days from receipt of all required documents, which allows for preparing, notarising and apostilling foreign documents; the registration step itself is much shorter.
Foreign Investment Protections
Foreign investors are protected by the Law on Investments and Investment Activity No. ZRU-598 of 25 December 2019, which repealed the 1998 Law on Foreign Investments and the 1998 Law on Guarantees and Measures of Protection of Foreign Investors’ Rights. Key protections include:
- Investments are not subject to nationalisation; requisition (expropriation) is allowed only in emergencies such as natural disasters and epidemics, on a non-discriminatory basis and with compensation adequate to the loss (Article 21)
- Stabilisation: if later legislation worsens investment conditions, the legislation in force on the date of investment applies to the investor for ten years from that date, in the cases listed in Article 19 of the Law; the investor may choose to apply new provisions that improve its position
- Repatriation rights: foreign investors have the right to repatriate profits, dividends, and capital in foreign currency after payment of applicable taxes; the State may suspend repatriation, on a non-discriminatory basis, in listed cases such as the insolvency of the enterprise (Article 17)
- National treatment: foreign investors are entitled to treatment no less favourable than domestic investors in comparable circumstances
- Exit at market value: a foreign investor leaving an enterprise with foreign investment, or on its liquidation, is entitled to its share of the enterprise’s property at market value (Article 56). The courts treat this as an exception: under Higher Economic Court Plenum Resolution No. 262 of 20 June 2014 on corporate disputes, as amended, paragraphs 22.3 and 22.4, other participants are paid on book values, and a disputed market value is fixed by expert evidence. The resolution predates Law No. ZRU-1137, whose Article 21 keeps book values
Uzbekistan has bilateral investment treaties (BITs) with 50 countries, providing additional protection through international arbitration mechanisms for investors from treaty partner states. The treaty matters because the Law itself gives no direct route to arbitration: under Article 63, an investment dispute goes to negotiation, mediation and then the Uzbek courts, and international arbitration is available only where a treaty or a contract with the State contains a valid arbitration clause.
The protection also depends on how the investment was made. In Metal-Tech Ltd v Republic of Uzbekistan (ICSID Case No. ARB/10/3, award of 4 October 2013), the tribunal held that it had no jurisdiction. Corruption in setting up the investment meant it had not been made in accordance with local law, as the treaty with Israel required, and the 1998 guarantees law gave no separate consent to ICSID arbitration (paragraphs 372, 373 and 383).
Licensing and Regulatory Requirements
Many commercial activities in Uzbekistan require a licence or permit in addition to standard company registration. Licensed activities include financial services, banking, insurance, pharmaceutical distribution, construction, subsoil use, telecommunications, and educational services, among others.
The licensing regime in Uzbekistan has been reformed in recent years to reduce unnecessary licensing requirements and streamline the approval process for sectors the government is actively seeking to develop — particularly technology, financial services, and manufacturing. However, the regulatory requirements for licensed activities remain substantive, and investors in these sectors should budget for a licensing phase of two to six months before commercial operations can begin.
Tax Considerations for Foreign Investors
Uzbekistan’s tax framework has undergone far-reaching reform since 2020, with the introduction of a new Tax Code and a significant reduction in headline tax rates. Key rates applicable to foreign investors:
- Corporate Income Tax (CIT): 15% standard rate
- VAT: 12%
- Withholding tax on dividends paid to non-residents: 10% (subject to applicable double tax treaty)
- Withholding tax on interest: 10%; on royalties: 20% (both subject to treaty relief)
Uzbekistan has double taxation conventions with about 55 countries. Foreign investors holding Uzbekistan investments through a treaty-resident holding company can access reduced withholding tax rates on dividend and interest flows.
Employment and Work Permits
Foreign nationals working in Uzbekistan require a work permit, which the law calls a confirmation of the right to work (Labour Code, Article 523; Law on Employment No. ZRU-642 of 20 October 2020, Article 107). It is issued by the Migration Agency under the Cabinet of Ministers, and Presidential Resolution No. PP-14 of 19 January 2026 approved extending this power to the Interior Ministry’s migration department. The permit is employer-sponsored — the Uzbekistan entity obtains the permit on behalf of the foreign employee, and it may sign the employment contract only once the permit is in place. State review takes up to 15 working days from the application, and the employer then has 5 working days to pay the fee (Law on Employment, Article 111). There is no statutory annual quota: each application is tested against the domestic workforce and the employer's actual need.
Dispute Resolution
Commercial disputes in Uzbekistan are heard by the economic courts: specialised inter-district courts at first instance, separate from the civil courts, with economic divisions in the regional courts and the Supreme Court above them (Law on Courts No. ZRU-703 of 28 July 2021). Proceedings are conducted in Uzbek, Karakalpak or the language of the local majority, and a party who does not speak that language may take part through an interpreter (Economic Procedural Code, Article 10). For cross-border disputes involving foreign investors, international arbitration is typically the preferred forum, under ICC, LCIA or Vienna International Arbitral Centre (VIAC) rules. Uzbekistan is a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
An arbitration clause has to be defended once a claim is filed. Under Supreme Court Plenum Resolution No. 27 of 20 November 2023, paragraphs 14 and 15, a clause does not stop a party suing in the economic court. The court leaves the claim without consideration only if the defendant asks for arbitration no later than its first submission on the merits, and a defendant who files a defence without doing so loses that right.
The same resolution says that courts may not review a foreign award on the merits and may refuse enforcement only on the grounds in Article V of the Convention (paragraphs 62 and 66). A writ based on an award must be presented within three years of the award taking effect (paragraph 64). Reported practice is in line with this. A 2025 study of decisions published from December 2018 to June 2024 counted 78 cases on foreign awards, of which six were rejected. In Case No. 4-10-2225/540 of 2 March 2023, the Supreme Court dismissed an appeal by Uzbekneftegaz against enforcement of a Russian Arbitration Center award of about US$13.1 million plus interest and fees, holding that US sanctions on the bank named for payment were no ground for refusal. In Case No. 4-10-2225/556 of 17 October 2023, it upheld enforcement of a Vienna International Arbitral Centre award against a local pharmaceutical company, finding that the debtor had been properly notified and that enforcement did not offend public policy, despite its complaint that Czech law had been misapplied.
Bond Stone in Uzbekistan
Uzbekistan matters are led from the Tashkent office, within a regional practice covering Kazakhstan, Kyrgyzstan, Ukraine and the United States. Bond Stone is ranked by Legal 500 EMEA and recommended by IFLR1000.
For enquiries on business formation or investment structuring in Uzbekistan, contact Bond Stone’s Tashkent office at info@bondstonelaw.com or reach us through our contact page. All communications are confidential.
Related reading: Business Formation in Uzbekistan • Foreign Investment in Uzbekistan • M&A in Uzbekistan • Tax Advisory Uzbekistan • Dispute Resolution Uzbekistan