UZBEKISTAN · CORPORATE & COMMERCIAL
Corporate Restructuring in Uzbekistan
Bond Stone advises international investors on corporate restructuring in uzbekistan — from initial structuring through documentation, regulatory compliance, and post-transaction management. Bond Stone’s Tashkent office enables direct engagement with Uzbek authorities, registration bodies, and counterparties.
Primary authority: Civil Code of the Republic of Uzbekistan; Law “On Companies with Limited and Additional Liability” No. 310-I dated 6 December 2001 (as amended); Law “On State Registration of Legal Entities” No. 357-I dated 29 August 2003 (as amended). Authority: lex.uz
Uzbekistan — Market Context 2025
USD 145B
GDP — Central Asia’s second largest economy
7.7%
Real GDP growth — among the fastest globally in 2025
USD 43B
Foreign direct investment in 2025 — up 1.6x year on year
17,000+
Foreign-invested enterprises operating in Uzbekistan
Key Considerations
Director & Management Changes
Appointment and removal of directors and managers — resolutions, updated constitutional documents (charter), state registration through the Uzbek registration authorities (Single Window/EG platform), and notification to counterparties. Bond Stone manages the full process for foreign-invested Uzbek entities.
Share Transfers & Ownership Changes
Transfer of participatory interests in Uzbek LLCs — compliance with mandatory pre-emption rights, notarisation where required, state registration of ownership changes, and tax authority notification. For EFI-status entities — maintaining the 15% foreign participation threshold and 400 million soum minimum charter capital post-transfer.
Entity Mergers & Group Reorganisation
Merger of Uzbek entities — creditor notification, balance sheet consolidation, state registration, and update of regulatory licences. Group reorganisation for international companies with Uzbek subsidiaries — including insertion of holding structures above Uzbek operations and consolidation of multiple Uzbek entities.
SEZ Status & Restructuring
Corporate restructuring of entities with SEZ resident status requires careful management to avoid triggering loss of SEZ benefits. Bond Stone advises on restructuring Uzbek SEZ residents — ensuring continuity of tax and customs exemptions and compliance with SEZ operating conditions through and after the restructuring.
Experience
Bond Stone has managed corporate restructuring mandates in Uzbekistan — director changes, share transfers, entity conversions, and group reorganisations for foreign-invested Uzbek entities across multiple sectors. Client confidentiality is maintained across all matters.
Director Change — Foreign-invested LLC
Restructuring · Uzbekistan · Corporate
Managing a director change for a foreign-invested Uzbek LLC — participant resolution, charter amendment, state registration through the Single Window platform, and bank mandate update.
Group Reorganisation — Ownership Restructure
Restructuring · Uzbekistan · Cross-border
Advising on the restructuring of a foreign-invested Uzbek group — transfer of participatory interests between group entities, maintenance of EFI status, and restatement of constitutional documents in compliance with Uzbek company law.
SEZ Entity — Charter Restatement
Restructuring · Uzbekistan · SEZ
Full restatement of charter and constitutional documents for an Uzbek SEZ resident entity following ownership changes — ensuring continuity of SEZ tax and customs exemptions and compliance with SEZ operating conditions.
Share Transfer — EFI Status Maintained
Restructuring · Uzbekistan · Corporate
Managing a share transfer in a foreign-invested Uzbek LLC while maintaining EFI (enterprise with foreign investment) status — 15% foreign participation threshold maintained, charter updated, state registration completed.
Entity Merger — Two Uzbek Subsidiaries
Restructuring · Uzbekistan · Corporate
Advising on the merger of two Uzbek subsidiaries of a foreign group — creditor notification, state registration procedure, regulatory licence transfer, and post-merger charter restatement.
Group Holding Restructure — Chinese Group
Restructuring · Uzbekistan · China
Advising a Chinese group on restructuring its Uzbek subsidiary ownership — transfer of participatory interests between group entities, ODI compliance considerations, and maintenance of EFI protections post-restructuring.
IT Tech Park — Entity Restructure
Restructuring · Uzbekistan · Technology
Restructuring an Uzbek IT tech park resident entity following a change in ownership — confirmation of continued tech park eligibility, charter restatement, and updated registration with the tech park administration.
Investing in Uzbekistan
Uzbekistan — Investment Framework
✦ 100% foreign ownership permitted in most sectors — no mandatory local partner requirement
✦ Enterprise with Foreign Investment (EFI) status confers additional guarantees — Law on Investments and Investment Activity No. ZRU-598 dated 25 December 2019
✦ 28 Special Economic Zones, 389 Small Industrial Zones — tax and customs duty exemptions for qualifying residents
✦ Active privatisation programme — 29 SOEs being privatised in 2025–2026, IPOs and SPOs of 12 large state enterprises
✦ Bilateral investment treaty network — 50+ BITs providing treaty arbitration access for qualifying investors
✦ Top FDI sources — China (25.6%), Russia (13.4%), Saudi Arabia (7.9%), Turkey (6.4%), UAE (5.8%)
Uzbekistan — English Common Law Jurisdiction
Tashkent International Financial Centre (TIFC)
Established by Presidential Decree No. PD-48 on 31 March 2026 — English common law framework, independent TFSA regulator, Tashkent International Commercial Court, and tax exemptions until 2076. Bond Stone is positioning clients for TIFC entry ahead of the framework becoming fully operational.
Why Bond Stone
✦ Tashkent office — direct engagement with Uzbek authorities, registration bodies, and local counterparties
✦ Active Uzbekistan corporate practice — joint ventures, M&A, commercial contracts, and restructuring across energy, manufacturing, and trading sectors
✦ Chinese investor expertise — Bond Stone advises Chinese investors entering Central Asia through Uzbekistan
✦ Ranked Legal 500 EMEA and IFLR1000
Primary authority: lex.uz
Discuss your Uzbekistan matter
Contact Bond Stone for a confidential discussion about corporate restructuring in uzbekistan in Uzbekistan.
📧 info@bondstonelaw.com
📞 +7 (701) 729 76 72
Request a Confidential Consultation
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