100% foreign ownership — general rule

Uzbekistan permits 100% foreign ownership in most sectors under the Law on Investments and Investment Activity No. ZRU-598 dated 25 December 2019 — there is no mandatory local partner requirement for most investment activities. This represents a significant reform from Uzbekistan’s pre-2016 investment framework and is one of the key attractions of the Uzbek market for foreign investors. Exceptions apply in sectors subject to specific ownership restrictions — including certain media, banking, and strategic industries.

EFI status — Enterprise with Foreign Investment

EFI (enterprise with foreign investment) status is a legally distinct category under Uzbek law that confers additional investment protections beyond those available to domestic entities. To qualify for EFI status, an entity must have: minimum 15% foreign participation in its charter capital; and minimum 400 million UZS charter capital (approximately USD 35,000 at current rates). EFI status is registered with the relevant state authority at the time of company formation or on a subsequent capital increase. Bond Stone advises on EFI qualification and registration for all foreign-invested Uzbek entities where EFI status is commercially significant.

EFI protections — what they provide

EFI status confers the following protections under Uzbek law: guarantee against nationalisation without compensation — expropriation of EFI assets is permitted only on the grounds established by Uzbek legislation and with payment of market-value compensation; right to freely repatriate profits in freely convertible currency after payment of applicable taxes; national treatment — EFI entities are entitled to conditions no less favourable than those accorded to Uzbek domestic entities in like circumstances; and legal protection against adverse changes in Uzbek legislation for a defined period.

Sector-specific ownership restrictions

Notwithstanding the general 100% foreign ownership rule, specific restrictions apply in: banking (ARRU approval required for qualifying stakes); insurance (ARRU approval); mass media (foreign ownership restrictions); and certain strategic sectors designated by government resolution. Bond Stone conducts sector restriction screening at the outset of every inbound investment mandate to identify applicable restrictions before transaction structuring commences.

Maintaining EFI status post-acquisition

In M&A transactions involving Uzbek entities with existing EFI status, the acquirer must ensure that EFI status is maintained following the acquisition — particularly where the transaction results in a change in the level of foreign participation or charter capital. Bond Stone advises on EFI status continuity in acquisition structuring and on the registration procedure for updating EFI status following a change of ownership.

EFI Registration — Chinese OOO

EFI · Uzbekistan · China

Advising a Chinese investor on forming an Uzbek OOO structured to qualify for EFI status — minimum charter capital compliance, 15% foreign participation threshold, and EFI registration with Uzbek authorities.

EFI Maintenance — Post-acquisition

EFI · Uzbekistan · M&A

Advising an acquirer on maintaining EFI status following acquisition of an Uzbek OOO — foreign participation threshold analysis post-acquisition, charter capital compliance, and updated EFI registration.

Sector Restriction Screening — Gulf Investor

Ownership · Uzbekistan · UAE

Pre-investment sector restriction screening for a Gulf investor considering multiple Uzbek investment targets — identifying applicable ownership restrictions, ARRU approval requirements, and EFI eligibility for each target.

Banking Sector — ARRU Approval

Ownership · Uzbekistan · Banking

Advising on the ARRU regulatory approval process for acquisition of a qualifying interest in an Uzbek bank — fitness and propriety requirements, minimum capital analysis, and approval application management.

EFI Protection — Expropriation Advisory

EFI · Uzbekistan · Investment Protection

Advising a foreign investor on the scope of EFI expropriation protection in Uzbekistan — analysis of the guarantee under Law No. ZRU-598, interaction with applicable BIT protections, and investment structuring to maximise protection.

100% Foreign-owned OOO — Market Entry

Ownership · Uzbekistan · Corporate

Advising a European investor on establishing a 100% foreign-owned OOO in Uzbekistan without a local partner — confirmation of unrestricted sector, OOO formation, EFI registration, and ongoing compliance.