Joint Ventures

Structuring, negotiating, and documenting joint venture arrangements between foreign investors and Uzbekistani 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.

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. 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 — OOO) and the Joint-Stock Company (JSC — AO). The LLC is the most widely used vehicle — no minimum share capital requirement for companies without foreign investment, governed by the Law on Companies with Limited and Additional Liability. The JSC is used for larger enterprises, listed companies, and state privatisation transactions. Foreign investors may also operate through a branch or representative office, or as a sole proprietorship.

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 exceeds 15% and minimum charter capital of 400 million Uzbek soum is maintained. EFI status confers additional protections and investment guarantees 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 guarantees against nationalisation without compensation, unrestricted repatriation of profits, 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 April 2025, Uzbekistan had established 28 Special Economic Zones, 389 Small Industrial Zones, 23 technology parks, and 355 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

Corporate disputes involving Uzbek entities are subject to mandatory jurisdiction of Uzbek economic courts for certain categories — including disputes over state property and real estate located in Uzbekistan. 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 the mandatory jurisdiction rules that apply to Uzbek corporate matters.

Joint Venture — Manufacturing Sector

JV · Uzbekistan

Structuring and documenting a joint venture between a foreign investor and a local Uzbek manufacturing partner — JV agreement, shareholders agreement, and constitutional documents under Uzbek law.

Legal Due Diligence — Acquisition Target

M&A · Uzbekistan

Legal due diligence on an Uzbek target company for a foreign acquirer — corporate title, regulatory licences, employment obligations, and material contract review. English-language report produced for international investor.

Commercial Contract — Distribution Agreement

Commercial · Uzbekistan

Drafting and negotiating an exclusive distribution agreement for a foreign manufacturer entering the Uzbek market — Uzbek law governing contract, TIAC dispute resolution clause, and currency provisions.

Corporate Restructuring — Foreign-invested Group

Restructuring · Uzbekistan

Advising on the restructuring of a foreign-invested Uzbek group — conversion of entity type, shareholder changes, and restatement of constitutional documents in compliance with Uzbek company law.

Shareholders Agreement — Multi-party JV

Corporate · Uzbekistan

Drafting shareholders agreement for a multi-party joint venture in Uzbekistan — deadlock mechanisms, drag-along and tag-along provisions, reserved matters, and exit arrangements under Uzbek law.

Chinese Investor — Market Entry Advisory

Corporate · Uzbekistan · China

Advising a Chinese investor on market entry structuring in Uzbekistan — entity type selection, SEZ eligibility, investment protection framework, and corporate documentation under Uzbek law.

Energy Sector JV — UAE Investor

JV · Uzbekistan · UAE

Structuring a joint venture between a UAE energy investor and an Uzbek state-connected partner — shareholders agreement, governance framework, dividend distribution mechanics, and TIAC dispute resolution clause.

SOE Acquisition — Manufacturing Sector

Privatisation · Uzbekistan · Manufacturing

Advising a foreign investor on the acquisition of an Uzbek state-owned manufacturing enterprise — privatisation due diligence, post-privatisation obligations, SPA negotiation, and BIT protection analysis.

Technology Licence — Uzbek Market Entry

Commercial · Uzbekistan · Technology

Drafting a technology licence and distribution agreement for a foreign licensor entering Uzbekistan — IP ownership, royalty structure, sublicensing rights, and TIAC dispute resolution clause.

Group Reorganisation — Ownership Restructure

Restructuring · Uzbekistan · Cross-border

Advising on restructuring a foreign-invested Uzbek group — transfer of participatory interests between group entities, maintenance of EFI status, and restatement of constitutional documents.

Lender DD — Pre-financing Review

Lending DD · Uzbekistan · Banking

Pre-financing legal due diligence for an international lender on an Uzbek borrower — corporate authority, security package validity, regulatory compliance, and restrictions on profit repatriation.

PPP Structure — Infrastructure Asset

Corporate · Uzbekistan · Infrastructure

Advising on a PPP arrangement for an Uzbek infrastructure asset — concession terms, risk allocation, government guarantee provisions, and dispute resolution under Uzbek law.