Setting Up a Business in Uzbekistan — Legal Guide for Foreign Investors

Uzbekistan has undergone a significant legal and regulatory transformation since 2017, opening its economy to foreign investment at a pace that has made it one of Central Asia’s most active markets for international business. For foreign investors considering entry, the practical question is not whether Uzbekistan is open for business — it is — but how to structure the entry correctly from the outset.

Bond Stone’s Tashkent office has advised foreign investors on Uzbekistan market entry since the firm established its presence in the country. This note covers the key legal steps and decisions involved in setting up a business in Uzbekistan.

Choosing the Right Corporate Vehicle

The primary corporate vehicle for foreign investment in Uzbekistan is the Limited Liability Company (МЧЖ — Масъулияти чекланган жамият / ООО — Общество с ограниченной ответственностью), governed by the Law of the Republic of Uzbekistan on Limited Liability Companies and Additional Liability Companies. It is the equivalent of a private limited company and is suitable for the majority of commercial and investment activities.

Key characteristics of the Uzbekistan LLC:

• Minimum charter capital: UZS 400,000 (approximately USD 35 at current rates) — effectively no minimum
• Foreign ownership: 100% permitted in most sectors
• Registration: completed through the unified state portal at my.gov.uz within 1–3 business days
• Directors and participants: no residency requirement for foreign directors
• Reporting: annual financial statements required; audit mandatory for entities exceeding statutory thresholds

For foreign investors requiring a non-permanent presence, a representative office or branch is an alternative to full incorporation. A representative office cannot conduct commercial activity but can promote the parent company and support business development. A branch can conduct the same activities as the parent company but does not constitute a separate legal entity — the parent company bears full liability for branch obligations.

Bond Stone advises on the correct vehicle selection based on the investor’s specific activity, tax profile, and operational requirements. The choice between an LLC, branch, and representative office has material consequences for tax treatment, liability exposure, and regulatory obligations. Read our full guide to business formation in Uzbekistan.

Registration Process

Company registration in Uzbekistan is handled through the Ministry of Justice via the unified online portal. The process has been substantially simplified since 2018 and can be completed remotely for foreign investors. The key documents required are:

• Decision of the founding participant(s) to establish the company
• Charter (Articles of Association) of the LLC
• Application for state registration
• Notarised and apostilled copies of the founding participant’s corporate documents (for corporate founders) or passport (for individual founders)
• Confirmation of the registered address

Bond Stone prepares all registration documentation in Uzbek and Russian, manages the notarisation and apostille requirements for foreign corporate documents, and liaises with the Justice Ministry on behalf of foreign founders who cannot attend in person. Company formation in Uzbekistan is typically completed within five to ten business days from receipt of all required documents.

Foreign Investment Protections

Uzbekistan provides strong statutory protections for foreign investors under the Law on Foreign Investments and the Law on Guarantees and Measures of Protection of Foreign Investors’ Rights. Key protections include:

• Protection against nationalisation and expropriation without fair compensation
• Stabilisation clause: foreign investors may elect to apply the law in force at the time of registration for a period of ten years, protecting against adverse legislative changes
• Repatriation rights: foreign investors have the right to repatriate profits, dividends, and capital in foreign currency after payment of applicable taxes
• National treatment: foreign investors are entitled to treatment no less favourable than domestic investors in comparable circumstances

Uzbekistan has concluded bilateral investment treaties (BITs) with over 50 countries, providing additional protection through international arbitration mechanisms for investors from treaty partner states. Bond Stone advises on investment protection structuring and BIT-based arbitration for foreign investors in Uzbekistan.

Licensing and Regulatory Requirements

Many commercial activities in Uzbekistan require a licence or permit in addition to standard company registration. Licensed activities include financial services, banking, insurance, pharmaceutical distribution, construction, subsoil use, telecommunications, and educational services, among others.

The licensing regime in Uzbekistan has been reformed in recent years to reduce unnecessary licensing requirements and streamline the approval process for sectors the government is actively seeking to develop — particularly technology, financial services, and manufacturing. However the regulatory requirements for licensed activities remain substantive, and investors in these sectors should budget for a licensing phase of two to six months before commercial operations can begin.

Bond Stone advises on financial services licensing, pharmaceutical licensing, energy and subsoil use licensing, and construction licensing across all regulated sectors in Uzbekistan.

Tax Considerations for Foreign Investors

Uzbekistan’s tax framework has undergone comprehensive reform since 2020, with the introduction of a new Tax Code and a significant reduction in headline tax rates. Key rates applicable to foreign investors:

• Corporate Income Tax (CIT): 15% standard rate
• VAT: 12%
• Withholding tax on dividends paid to non-residents: 10% (subject to applicable double tax treaty)
• Withholding tax on interest and royalties: 10% (subject to treaty relief)

Uzbekistan has concluded double taxation conventions with over 55 countries. Foreign investors holding Uzbekistan investments through a treaty-resident holding company can access reduced withholding tax rates on dividend and interest flows. Bond Stone advises on tax-efficient structuring for foreign investment into Uzbekistan in coordination with clients’ international tax advisers.

Employment and Work Permits

Foreign nationals working in Uzbekistan require a work permit issued by the Agency for External Labour Migration. The permit is employer-sponsored — the Uzbekistan entity obtains the permit on behalf of the foreign employee. Processing time is approximately 15–30 business days. Annual quota restrictions apply to the number of foreign workers an entity can employ, with specific procedures for exceeding the standard quota where justified by specialised skills.

Bond Stone advises on work permit applications and employment compliance for foreign nationals and multinational employers operating in Uzbekistan.

Dispute Resolution

Commercial disputes in Uzbekistan are heard by the Economic Courts — a specialised court system for business and commercial matters separate from the general civil courts. Proceedings are conducted in Uzbek. For cross-border disputes involving foreign investors, international arbitration is typically the preferred forum — either under ICC, LCIA, or Vienna International Arbitral Centre (VIAC) rules. Uzbekistan is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Bond Stone advises on dispute resolution clause drafting at the contract stage and manages arbitration proceedings for clients with Uzbekistan-related disputes.

Why Bond Stone for Uzbekistan

Bond Stone established its Tashkent office as one of the first internationally ranked law firms to build a permanent presence in Uzbekistan following the country’s economic opening. We are one of the few firms in the market with qualified Uzbekistan practitioners supported by a regional platform covering Kazakhstan, Kyrgyzstan, Ukraine, and the United States — enabling unified legal coverage across Central Asia on a single mandate.

All Uzbekistan matters are managed by practitioners based in Tashkent with direct knowledge of the local regulatory environment, government agencies, and judicial system. Bond Stone is ranked by Legal 500 EMEA and recommended by IFLR1000.

Related reading: Business Formation in Uzbekistan • Foreign Investment in Uzbekistan • M&A in Uzbekistan • Tax Advisory Uzbekistan • Dispute Resolution Uzbekistan

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