Company Registration in Uzbekistan - Business Starting & Setup

Legal system of the Republic of Uzbekistan is based on the Romano-Germanic legal system.

The main sources of law are laws and regulations, among which the Constitution holds supreme legal force. Among others are acts, decrees of chambers of the Oliy Majlis, edicts and decrees of the President, decrees of the Cabinet of Ministers as well as orders and decrees of ministries, state committees and departments, and resolutions of local authorities.

Legislation of Uzbekistan (Civil Code) provides for the establishment of the following types of companies:

Sole proprietorship (SP) in the Republic of Uzbekistan has the right to only engage in activity included in the list of allowed kinds of activity.

An SP can be established in Uzbekistan by a citizen of Uzbekistan or by a foreign citizen.

One can register as an SP through state services centers or via the online platform of the Unified Portal for Interactive State Services (UPISS).

Joint-stock company is a legal entity whose authorized capital is divided into a certain number of shares. Activity of joint-stock companies is regulated by the Joint-Stock Companies and Protection of Shareholders’ Rights Act.

Founders of a joint-stock company are legal entities and individuals who have signed the memorandum of association at its formation.

A joint-stock company can be registered through state services centers or via the online platform (UPISS).

Limited liability company (LLC) is a business entity that is founded by one or several persons and whose authorized capital is divided into shares the size of which is determined in the constitutional documents. Activity of an LLC is regulated by the Limited Liability Companies Act.

LLC is one of the most common forms of business incorporation in the Republic of Uzbekistan for both local and foreign investors due to its flexibility, ease of management and limited liability of members.

A limited liability company can be registered through state services centers or via the online platform (UPISS).

Representative office is a separate division of a legal entity situated outside its location. A representative office represents the interests of the legal entity and protects them.

Branch is a separate division of a legal entity situated outside its location. It performs all functions of the legal entity or part of them, including functions of a representative office.

Representative offices and branches are not legal entities.

LLCs with foreign participation in Uzbekistan can be divided into 2 types:

• LLC is the format of an “enterprise with foreign participation” (LLC EFP) without obtaining a special status in connection with the presence of foreign investment; and
• LLC that has obtained the special status of an “enterprise with foreign investment” (LLC EFI).

The full name of an LLC must contain, besides the full company name, the words “with limited liability”, and the short name must contain its full or short name and the words “with limited liability” or the abbreviation MChJ.

The name cannot contain other terms or abbreviations showing its form of incorporation, including those borrowed from foreign languages.

The name of an LLC formed with foreign participation, can contain an indication of its founders’ nationality.

Currently, the name of an LLC is not required to be unique.

A company name must not contain:

• the official name of a state, short or full name of an international, intergovernmental or non-state non-profit organization;
• the full or short name of a historic or well-known personality in the Republic of Uzbekistan without proper permission;
• designations that are false or can mislead the consumer regarding the owner of the company name, subject of activity or its country of origin;
• designations that contradict the interests of the company, principles of humanity and morality.

The following steps need to be taken to establish a company in Uzbekistan:

1. Determine the structure of the company, the size of the share capital and the kind of activity.

2. Check and get the company name approved.

3. Pay for services.

4. Provide the registration authority with relevant information:

• company name;
• distribution of founders’ shares (percentage);
• information on the size of the authorized capital;
• mailing address of the enterprise;
• foreign company’s extract from the trade register at the place of incorporation or another document proving activity of the legal entity; the document is valid for 1 year after its issuance;
• power of attorney issued to a representative;
• passport copy of director / director general of the company.

If there is a foreign legal entity among the founders, additional documents must be provided.

5. Incorporation and receipt of the complete set of documents and seal.

6. Obtaining a PINI (personal identification number of individual) for the applicants.

7. Obtaining a UDS (unified digital signature).

8. Opening an account with a local bank.

Incorporation of a company takes around 10 workdays. Taking into consideration obtaining a PINI (personal identification number of individual), the total period of time required to finalize incorporation procedures is around 14 workdays.

The location of a company is determined by the place of its state registration. Constitutional documents of a company can determine that the location of the company is the permanent location of its management bodies or its principal place of business.

Legislation of the Republic of Uzbekistan provides that each company must have a registered address (the company’s location).

A company can have a round seal containing the full company name in the official language and the company’s location.

The seal can also contain the company name in other languages (at the LLC’s discretion).

The sole executive body of an LLC is its director elected by the general meeting of members of the company for a period determined in the articles of association of the company.

Both an individual founder and any other individual can be director of an LLC. There are no residency requirements. It should be taken into account that, if a non-resident is appointed director of an Uzbek company, they must obtain a work permit within 3 months after the appointment.

Uzbek LLCs are not required to have a secretary.

An LLC can have at least 1 member and at most 50 members. Both an individual and a legal entity can be founder. There are no residency requirements.

An LLC cannot have as its sole member another company consisting of one person. The exception is a case when the sole member is a joint-stock company consisting of one shareholder.

If the number of members is exceeded, the limited liability company must reorganize as a joint-stock company or production cooperative within one year.

Currently, Uzbekistan has no public register of beneficiaries. A few years ago, a bill was drafted according to which local and foreign companies must disclose information on beneficiaries. The bill has not been passed yet.

The authorized capital of an LLC consists of the value of its members’ contributions.

In Uzbekistan, there is no minimum size of the authorized capital of an LLC determined by law. Founders themselves determine the size of the authorized capital in the articles of association of the enterprise.

The minimum size of the authorized capital is not determined by law but it may be determined in licensing requirements.

In order to incorporate an enterprise with foreign investment, the authorized capital must be at least 400,000,000 UZS (~ 7,820 USD).

Besides, the share of a foreign legal entity or individual must not be less than 15% of the total authorized capital.