UZBEKISTAN · CORPORATE & COMMERCIAL LAW
Corporate Restructuring in Uzbekistan
Bond Stone advises foreign-invested groups on restructuring in Uzbekistan — director changes, share transfers, mergers, conversions and group reorganisations.
Primary authority: Civil Code of the Republic of Uzbekistan; Law "On Limited Liability Companies" No. ZRU-1137 dated 21 April 2026 (in force 22 July 2026); Regulation on State Registration of Business Entities, Cabinet of Ministers Resolution No. 66 dated 9 February 2017 (as amended). Authority: lex.uz
Uzbekistan — Market Context 2025
7.7%
Real GDP growth in 2025
USD 43B
Investment implemented in 2025, of which USD 38.2B FDI — up 24% year on year
22,000+
Foreign-invested enterprises operating in Uzbekistan at 1 October 2026
Key Considerations
Director & Management Changes
Appointment and removal of directors and managers — resolutions, update of the director's details in the state register through a Public Services Centre, 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 on sales to third parties, notarisation where the charter requires it, entry in the Unified State Register (title passes on entry), the mandatory offer to minority participants when a buyer reaches 50% (Article 21 of Law No. ZRU-1137), 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 — written notice to known creditors and a public notice within 30 days of the decision, with creditors then having 30 days to demand early performance and damages; transfer deed; state registration, which requires proof of the creditor notice; and update of regulatory licences (Articles 60 and 61 of Law No. ZRU-1137). Group reorganisation for international companies with Uzbek subsidiaries — including insertion of holding structures above Uzbek operations and consolidation of multiple Uzbek entities. An LLC cannot have as its sole participant another company with only one participant, unless that participant is a single-shareholder JSC (Article 8).
SEZ Status & Restructuring
Corporate restructuring of entities with SEZ resident status requires careful management to avoid triggering loss of SEZ benefits. A reorganisation ends SEZ participant status, and with it the tax and customs benefits, unless it is a merger or accession between participants with the same benefits (Law No. ZRU-604, Art. 31). Plan the steps before any filing.
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.
Restructuring · Uzbekistan · Corporate
Director Change — Foreign-invested LLC
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.
Restructuring · Uzbekistan · Cross-border
Group Reorganisation — Ownership Restructure
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.
Restructuring · Uzbekistan · SEZ
SEZ Entity — Charter Restatement
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.
Restructuring · Uzbekistan · Corporate
Share Transfer — EFI Status Maintained
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.
Restructuring · Uzbekistan · Corporate
Entity Merger — Two Uzbek Subsidiaries
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.
Restructuring · Uzbekistan · China
Group Holding Restructure — Chinese Group
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.
Restructuring · Uzbekistan · Technology
IT Tech Park — Entity Restructure
Restructuring an Uzbek IT Tech Park resident entity following a change in ownership — confirmation of continued IT Tech Park eligibility, charter restatement, and updated registration with the IT 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
- 34 Special Economic Zones, 400 Small Industrial Zones (1 July 2026) — 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 treaties — treaty arbitration access for qualifying investors
- Most foreign-invested enterprises by country at 1 October 2026 — China (6,649), Russia (3,690), Türkiye (2,410), Kazakhstan (1,378), Republic of Korea (744)
Uzbekistan — International Financial Centre (Not Yet Operating)
Tashkent International Financial Centre (TIFC)
Created by Presidential Decree No. UP-48 of 30 March 2026 and Constitutional Law No. ZRU-1158 of 13 July 2026 (in force 25 July 2026), but not yet operating: activation requires TIFC Acts and presidential confirmation. The regime provides for TIFC Acts backed by the common law of England and Wales, an independent TFSA regulator, the Tashkent International Commercial Court, and tax exemptions for qualifying participants, most of them until 1 January 2076. Bond Stone is monitoring the TIFC Acts and will advise on TIFC entry once the Centre is activated.
Tashkent International Financial Centre — full guide →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.
[email protected]
+7 (701) 729 76 72 — Almaty
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