OOO participatory interest acquisition

Acquisition of participatory interests in an Uzbek LLC (OOO) — the most common M&A structure in Uzbekistan. Key issues: mandatory pre-emption rights of existing participants, compliance with charter transfer restrictions, state registration of ownership change through the Uzbek registration authorities (Single Window), and tax authority notification.

EFI status — maintaining investor protections

Enterprise with Foreign Investment (EFI) status confers additional investment protections under Uzbek law — guarantees against expropriation without compensation, profit repatriation rights, and national treatment. EFI status requires minimum 15% foreign ownership and 400 million UZS minimum charter capital. Bond Stone advises on structuring acquisitions to obtain or maintain EFI status where it provides strategic value to the acquirer.

Pre-emption rights

Existing participants in an Uzbek OOO have statutory pre-emption rights on transfers of participatory interests. The charter may impose additional transfer restrictions. Bond Stone advises on pre-emption right compliance — obtaining valid waivers from non-participating shareholders before transfer — and on structuring acquisitions that minimise pre-emption right risk.

SEZ resident — acquisition considerations

Acquisition of a target with SEZ resident status requires assessment of whether SEZ benefits — tax and customs exemptions — are attached to the entity or the specific investor. Bond Stone advises on SEZ benefit continuity post-acquisition and on SPA provisions that address SEZ status risk.

Antimonopoly notification

Share acquisitions that meet the Uzbek Antimonopoly Committee’s notification thresholds require prior clearance. Bond Stone conducts threshold analysis at the outset of every share acquisition mandate and manages notification filings through clearance.

Chinese Investor — Manufacturing OOO

Share Acquisition · Uzbekistan · China

Acquisition of a majority participatory interest in an Uzbek manufacturing OOO for a Chinese investor — EFI status analysis, pre-emption right waiver, SPA negotiation, ODI filing coordination, and state registration.

EFI Status Maintenance — UAE Acquirer

Share Acquisition · Uzbekistan · UAE

Advising a UAE acquirer on structuring a share acquisition to obtain EFI status for the acquired Uzbek entity — minimum foreign ownership threshold, charter capital compliance, and registration of EFI status with Uzbek authorities.

SEZ Resident Acquisition

Share Acquisition · Uzbekistan · SEZ

Acquisition of an Uzbek manufacturing company with SEZ resident status — due diligence on SEZ operating conditions, SPA provisions addressing SEZ benefit continuity, and post-closing SEZ compliance advisory.

Turkish Investor — Distribution Company

Share Acquisition · Uzbekistan · Turkey

Full share acquisition mandate for a Turkish investor acquiring an Uzbek distribution company — due diligence, pre-emption right compliance, SPA negotiation, Antimonopoly notification, and state registration.

100% Acquisition — Pharmaceutical Target

Share Acquisition · Uzbekistan · Pharmaceuticals

Full acquisition of a 100% participatory interest in an Uzbek pharmaceutical OOO — due diligence including regulatory licence review, SPA drafting, pre-emption right waiver, and post-closing director appointment.

Minority Stake — Technology Company

Share Acquisition · Uzbekistan · Technology

Acquisition of a minority stake in an Uzbek IT company — shareholders agreement drafting, minority protection provisions, EFI status analysis, and IT Tech Park resident status due diligence.