LEGAL GUIDE \u00b7 2026 EDITION<\/p>\n
Foreign Investor Edition \u2014 2026<\/p>\n
Uzbekistan is Central Asia’s most populous country \u2014 37.5 million people, USD 43.1 billion in investments attracted in 2025, GDP growth of 7.7% in 2025, and a reform programme that has fundamentally restructured the investment legal framework since 2017. It is also a jurisdiction where the pace of reform has outrun the consistency of implementation \u2014 where what the law says today may be revised by presidential decree next month.<\/p>\n
This guide is written for foreign investors, GCs, and CFOs making real decisions about Uzbekistan \u2014 not for readers who want a balanced academic overview. It tells you what matters, what changed in 2026, and what has tripped up investors who did not take the legal environment seriously enough.<\/p>\n
\n Bond Stone in Uzbekistan \u2014 firm profile & Tashkent office \u2192<\/a> \u00b7 <\/p>\n The five decisions every Uzbekistan investor faces<\/p>\n 1. Civil law entity or TIFC?<\/p>\n Uzbekistan operates a civil law system. The Tashkent International Financial Centre (TIFC) \u2014 established 2023 \u2014 is developing as a separate English common law jurisdiction within Uzbekistan with its own corporate framework and dispute resolution. For most current investment structures, civil law LLP (\u041c\u0427\u0416) remains the standard vehicle, but TIFC structuring is increasingly relevant for financial services and cross-border transactions.<\/p>\n<\/p><\/div>\n 2. \u041c\u0427\u0416, \u0410\u041e, or production-sharing?<\/p>\n The \u041c\u0427\u0416 (LLC equivalent) is the standard vehicle for most foreign investors \u2014 flexible, no minimum capital for most sectors, 100% foreign ownership permitted. The \u0410\u041e (JSC equivalent) is required for regulated financial services and public companies. Oil and gas investors typically operate through production-sharing agreements (PSAs) negotiated with the Ministry of Energy and Uzbekneftegaz. Structure determines tax exposure, repatriation rights, and dispute resolution options.<\/p>\n<\/p><\/div>\n 3. EFI status or SEZ?<\/p>\n Uzbekistan offers two principal incentive tracks. Foreign Direct Investment (EFI) status grants guarantees against worsening of legislation, repatriation rights, and additional guarantees under the Law on Investment. Special Economic Zones (SEZs) \u2014 21 as of 2026 \u2014 offer CIT and customs exemptions, simplified procedures, and dedicated infrastructure. Choosing the right track depends on sector, investment size, and location. The two can be combined in certain structures.<\/p>\n<\/p><\/div>\n 4. New Investment Law or existing framework?<\/p>\n The draft 2024 Law on Investment and Investment Activities \u2014 approved by the Senate in January 2025 and awaiting presidential ratification \u2014 will significantly reform the investment legal framework when enacted. Investors structuring transactions in 2026 face a transitional environment: the 2019 Law governs today, but implementing regulations for the new law are under development. Bond Stone tracks the legislative process and advises on structuring for both frameworks.<\/p>\n<\/p><\/div>\n 5. How will you resolve disputes?<\/p>\n Uzbekistan courts have improved but remain an uncertain environment for foreign investors in high-value commercial disputes. The Tashkent Arbitration Centre provides institutional arbitration. Uzbekistan is a New York Convention signatory \u2014 foreign arbitral awards are enforceable. Investor-state arbitration is available under Uzbekistan’s 50+ BITs. For contracts governed by Uzbek law, pre-trial mandatory demand procedure (\u0434\u043e\u0441\u0443\u0434\u0435\u0431\u043d\u044b\u0439 \u043f\u043e\u0440\u044f\u0434\u043e\u043a) applies before court filing. Choosing your dispute resolution mechanism at the contract stage \u2014 including governing law and arbitration seat \u2014 is not optional.<\/p>\n<\/p><\/div><\/div>\n<\/div>\n New Investment Law \u2014 pending ratification<\/p>\n The draft 2024 Law on Investment and Investment Activities was approved by the Uzbek Senate in January 2025 and is awaiting presidential ratification. When enacted, it will replace the 2019 Law on Investment and Investment Activity \u2014 the primary investment legislation \u2014 and introduce revised investor protections, updated dispute resolution provisions, and reforms addressing restrictions identified by the OECD in its 2025 investment policy review. Implementing regulations are under development. Bond Stone advises clients on structuring under both the current and incoming framework.<\/p>\n<\/p><\/div>\n Presidential Decree No. UP-97 \u2014 June 2025 FDI stimulus<\/p>\n Presidential Decree No. UP-97 of 23 June 2025, “On additional measures to stimulate the attraction of foreign direct investment,” entered into force 25 June 2025. The Decree expanded the scope of FDI incentives and introduced additional guarantees for foreign investors. Bond Stone advises on qualifying for and structuring around the Decree’s provisions.<\/p>\n<\/p><\/div>\n SOE privatisation \u2014 USD 2 billion fund, major pipeline<\/p>\n An April 2025 presidential decree stipulated that significant shares of major Uzbek SOEs will be privatised by end of 2026. Franklin Templeton was appointed in February 2025 as asset manager of the newly launched USD 2 billion Uzbekistan National Investment Fund (UzNIF), which will facilitate IPOs of Uzbek SOEs at international stock markets. This represents the largest privatisation pipeline in Uzbekistan’s post-independence history and a significant M&A opportunity for international investors.<\/p>\n<\/p><\/div>\n Tax Code amendments \u2014 effective 1 January 2026<\/p>\n A series of legislative acts adopted December 2025 introduced amendments to the Uzbek Tax Code effective 1 January 2026. The IMF’s 2026 Article IV mission recommended phasing out income-based tax incentives \u2014 CIT holidays and reduced CIT rates \u2014 and eliminating CIT and customs duty exemptions as part of a medium-term revenue strategy. Investors relying on CIT exemptions or reduced rates should assess the stability of their incentive structures under the evolving tax framework.<\/p>\n<\/p><\/div>\n WTO accession \u2014 targeting 2026<\/p>\n Uzbekistan is targeting WTO accession in 2026. Legislative changes have already been made to comply with WTO requirements \u2014 unifying state duties, excise taxes, and procedures for non-residents and local companies, and removing market-distorting subsidies. WTO membership will further open the Uzbek market and increase the predictability of trade regulation for international investors.<\/p>\n<\/p><\/div>\n Renewable energy target \u2014 25% by 2026<\/p>\n The Development Strategy of New Uzbekistan 2022-2026 targets increasing the share of renewables to 25% of electricity generation by 2026. Significant renewable energy projects are under development across solar, wind, and small hydro. Renewable energy producers benefit from CIT at reduced rates. The energy market liberalisation programme is advancing, creating new investment opportunities in generation, transmission, and supply.<\/p>\n<\/p><\/div>\n<\/div>\n Legal system<\/p>\n Civil law \u2014 Soviet\/Continental tradition. Presidential decrees carry significant legal weight alongside codified law. The TIFC is developing as an English common law jurisdiction within Uzbekistan. Reform pace is rapid \u2014 legal positions can change by decree with short notice.<\/p>\n TIFC legal framework \u2192<\/a>\n <\/div>\n Foreign ownership<\/p>\n 100% foreign ownership permitted in most sectors. Restrictions apply in media, certain infrastructure, and defence. Agricultural land cannot be owned by foreign entities \u2014 only leased. State remains dominant in energy, telecoms, and banking \u2014 privatisation programme creating new entry points.<\/p>\n Foreign investment advisory \u2192<\/a>\n <\/div>\n Tax environment<\/p>\n CIT 15% standard rate. VAT 12%. WHT on dividends 10%. 55+ DTTs. SEZ participants may receive CIT and customs exemptions. Tax incentive framework under IMF-recommended revision \u2014 stability of current incentives should be verified. Tax Code amendments effective 1 January 2026.<\/p>\n Tax advisory \u2014 Uzbekistan \u2192<\/a>\n <\/div>\n Dispute resolution<\/p>\n Uzbek economic courts, Tashkent Arbitration Centre (institutional arbitration), and investor-state arbitration under 50+ BITs. Pre-trial mandatory demand procedure required before court filing. New York Convention signatory \u2014 foreign arbitral awards enforceable. TIFC dispute resolution developing.<\/p>\n Dispute resolution advisory \u2192<\/a>\n <\/div>\n Currency & repatriation<\/p>\n Uzbek Som (UZS) freely convertible since 2017 reforms. Law on Investment guarantees unrestricted transfer of funds out of Uzbekistan. Currency transactions above threshold require Central Bank registration. Historical currency restrictions have been substantially liberalised \u2014 but monitoring is advisable.<\/p>\n Repatriation advisory \u2192<\/a>\n <\/div>\n Key risks<\/p>\n Legislative instability \u2014 reform pace means legal positions change frequently. State dominance in key sectors limits genuine private competition. IP enforcement improving but not yet reliable. Corruption risk \u2014 improving since 2017 but material in permitting, licensing, and procurement. Tax incentive stability uncertain under IMF reform recommendations.<\/p>\n
\n Legal services in Uzbekistan \u2192<\/a>\n<\/p>\n
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\nWhat changed in 2026<\/h2>\n
\nThe legal landscape \u2014 what you need to know<\/h2>\n