Commercial property in Uzbekistan: transactions and registration

A buyer should verify the property, the seller’s title and all encumbrances, agree the subject and price in writing, sign a transfer deed and register the transfer of title. The contract alone does not make the buyer the registered owner: accurate cadastral data and the entry in the State Register are decisive.

In brief:

• match the contract against the cadastral number, area, permitted purpose and land right;
• check mortgages, leases, easements, prohibitions, attachments and the seller’s corporate approvals;
• record the price, settlement mechanics, condition of the property and time of delivery;
• submit the registration documents within one month and do not leave them until the deadline;
• the buyer should release the main payment only after checking the extract and link final settlement to title registration.

Updated: 05 September 2026

Property and title checks

Which rights and properties to verify before the transaction

Real estate includes land, buildings, structures, perennial plantings and other property that cannot be moved without disproportionate damage to its purpose. The Registration Law separately covers land plots, buildings, structures, construction in progress, perennial plantings and enterprises as property complexes, so one commercial property may consist of several separate registration units. First determine whether the transaction covers the entire property, a separate unit, a share or a complex. This follows from the definition of real estate and the list of properties.

The register records ownership, permanent possession or use of land, lifetime inheritable possession, lease, secondary lease, easements, economic management, operational management, trust management, mortgages and restrictions. The Civil Code also treats several of these as rights in rem and generally preserves them when the owner changes. An extract naming only the owner does not complete the review: establish the registered rights and check other rights in rem.

If an office or shop is in an apartment building, a share in the building’s common property accompanies the unit and cannot be transferred separately. This affects maintenance costs, access to utilities and alterations. Check the common-property share before agreeing the price.

The land right is confirmed by an electronic extract. The register should state the right holder, land category, principal permitted use, area, boundaries, cadastral number, contractual conditions, encumbrances and easements. Compare the land extract with the registered land data. Between competing registered rights, the earlier entry normally prevails, so the registration date matters more than a private arrangement: this is the priority principle.

What to check before signing the contract

Order a current extract for the exact cadastral number. Information on registered rights to a specific property is open and must be provided to an identified applicant within two working days; only persons specified by law may obtain copies of title documents. The extract shows the property, right holder, shares, registration grounds, restrictions and claims. These rules govern access to information and the extract contents.

Example. If a request is accepted on Monday and there is no public holiday that week, the extract should be provided by Wednesday. An old paper copy held by the seller is not a substitute for this check immediately before payment.

Compare the extract with the cadastral passport, the physical layout and the contract. Check whether:

• the address, area, floor, boundaries and permitted purpose match;
• the seller’s title is registered and the signatory has authority;
• there is any mortgage, lease, easement, prohibition, attachment or court claim;
• the property was commissioned and any alterations were legalized;
• the actual business is compatible with the permitted land use;
• the seller faces enforcement, insolvency or a corporate dispute.

A mortgage does not disappear on sale: unless the mortgagee has agreed otherwise, the buyer takes the place of the mortgagor. An easement also follows the burdened land and cannot be transferred separately. Obtain the mortgagee’s consent and specify how the entry will be removed if the property is to be delivered free of the charge. Check the continuing mortgage, mortgage formalities and continuing easement.

An unauthorized structure cannot be sold or leased until the right is recognized. Registering construction in progress requires a registered land right, approved design documents and confirmation that construction started. These risks follow from the transaction prohibition and the registration conditions.

Disposal of jointly owned property requires the co-owners’ agreement, while a sale of a share is subject to pre-emption rules. A debtor’s transaction may be challenged in insolvency if it harms creditors or gives one creditor a preference. Verify co-owner consent and the avoidance risk, not merely the director’s signature.

In a notarized transaction, the electronic system checks tax, utility and energy debts, prohibitions on disposal and attachments, while cadastral data is obtained through inter-agency exchange. This notarial check is useful, but it does not replace a legal review of leases, litigation, actual occupiers and corporate resolutions.

Contract, handover and land rights

How to document the contract and transfer

A real-estate sale contract is made as one written document signed by the parties; non-compliance invalidates it. The contract must identify the property precisely, and price is an essential term. Unless the price of the building is separated, it generally includes the price of the associated land right. Verify the written form, property description and price term.

In practice, state the cadastral number, address, area, permitted purpose, appurtenances, condition of utilities, land regime, every encumbrance, price and currency clause, cashless payment procedure, discharge of any mortgage, allocation of costs, seller warranties and liability. A sale of an enterprise as a property complex has special notarial and registration formalities, so an ordinary building contract should not be reused for a business sale. See the enterprise rules.

Delivery is recorded by a deed or another document signed by the parties. Signing confirms performance of the delivery obligation but does not release the seller from liability if the property does not conform to the contract. Record meter readings, keys, defects, documents and the date of physical access in the deed. The basis is the transfer deed rule.

For legal entities, notarization of a real-estate transaction depends on the parties’ choice. The law accepts either a notarized contract for the sale of a non-residential building or a written sale contract together with a transfer deed as the registration ground. This is confirmed by the notarial procedure and the transfer documents. If the parties use a notary, prepare identity details, the corporate resolution, required consents, the representative’s authority and proof of the state duty.

Failure to follow mandatory notarization or registration makes a transaction void. If one party evades registration after performance, the other may seek judicial recognition or registration and damages caused by delay. The contract should assign responsibility for filing and for curing any registrar’s comments. This follows from the form consequences and the remedy for evasion.

What happens to the land under the building

When title to a building transfers, the seller’s existing right to the part of the plot occupied by and necessary for the building is also registered as transferred, unless the law provides otherwise. The Civil Code likewise connects a building sale to the corresponding land right. Check the linked land transfer and do not promise land ownership if the seller only has a lease or use right.

For a foreign citizen, foreign company or foreign-invested enterprise, the general land regime is leasehold. A non-agricultural plot may be leased for up to one hundred years, but for the specified foreign persons the maximum is twenty-five years. Leased land generally cannot be sold, gifted or exchanged; transfer of the lease right is permitted only in statutory cases. These limits appear in the foreign-person regime and the land lease rules.

Example. If a foreign company has eight years remaining on its land lease, buying the building does not automatically create a new twenty-five-year term. The transaction documents must address the existing right and whether it may pass to the buyer.

The land category and principal permitted use determine which activities are allowed. An unlawful change of category may lead to invalidity or refusal of registration. Compare the planned warehouse, manufacturing, retail or office use with the permitted-use category and the legal land regime.

Registration of ownership and leases

How to submit the registration documents

The land right is registered first, then the right to the building on it; a right to a unit is registered only after the right to the building. A transfer or restriction cannot be registered before the underlying right. This registration sequence prevents a legally unformed property from being transferred.

The ordinary procedure consists of receiving the application and title documents, legal review, checking for contradictions and refusal grounds, entering the record and issuing the extract. Documents identifying the applicant and authority are required; foreign documents are legalized or apostilled and translated unless a treaty provides otherwise. See the registration stages and the document requirements.

An application may be filed through a Public Services Center, notary, real-estate organization, commercial bank or another listed intermediary, or electronically. For the Single Portal or Cadastre Chamber website, the applicant completes an electronic form, attaches title documents and uses a digital signature or permitted identification method. The law lists the intermediaries, and the regulation governs the electronic application.

The application must be made within one month after a right arises, transfers, is restricted or terminates. If the contract is signed on 12 September, file by 12 October, although immediate filing after delivery is safer. The period appears in the filing timetable.

After notarization, the notary sends the property’s cadastral number and buyer details electronically to the cadastral office. This electronic transmission reduces manual exchange, but the parties must still obtain the final extract.

For a bilateral transfer of an entire non-residential property between legal entities, the parties may use the composite service. Both parties attend a Public Services Center at the same time; the center identifies their representatives, prepares the contract and sends it to the Cadastre Chamber. They provide the property and company details, the seller’s authorized-body resolution and, for representation, a power of attorney. Gifts and rent contracts are outside the service, and the parties may still prepare the contract themselves or use a notary.

Preparing the contract through this service costs 880.000 sum. The center must send the contract to the cadastral body within twenty minutes and forward the completed extract to the applicants within ten minutes after receiving it. This does not replace the registration fee or the general time for the cadastral action.

If the seller is a foreign person, the registrar separately checks the Tax Code certificate confirming payment of tax or absence of tax debt. This special condition is part of the registration review.

How long registration takes and when title arises

Registration action is completed within two working days after the documents arrive. Curable defects allow suspension for up to three working days, and notice is sent within one working day. If the application arrives on Monday and there is no holiday, the ordinary period ends on Wednesday. If a missing-document notice arrives on Tuesday, the applicant must use the short suspension window. The periods are in the registration procedure.

An electronic State Register extract confirms the result. The buyer becomes the registered right holder at the date and time the record is entered, not when the negotiations, payment or physical move occur. See the service result and registration moment. The law expressly makes registration mandatory, and the Civil Code subjects transfers, mortgages and long-term real-estate leases to transaction registration.

A technical error may be corrected at the initiative of the right holder or registrar. Correction that does not change the holder or type of right is free. A dispute about the right requires the consent of interested persons or a competent-body decision. The procedure provides for error correction.

When a lease must be registered

A lease of a building, structure or part is made as one written document. A contract for at least one year must be registered and is concluded upon registration. A building lease right is registered on the basis of the contract. These rules follow from the lease form and the registration ground.

Judicial guidance treats a term from the first day of a month to the final day of the preceding month in the next year as one year. Successive short contracts are not automatically aggregated, but a relationship that in fact continues beyond one year requires registration. See the one-year calculation.

Example. A lease from 1 April 2026 to 31 March 2027 is a one-year lease and must be registered. Calling it an “eleven-month lease” does not alter the dates.

Together with the building, the tenant receives the right to use the occupied and necessary part of the land for the lease term. Rent is an essential term and generally includes payment for the related land; utility charges should be stated separately. Delivery and return are documented by a deed. Check the land with the lease, rent term and delivery deed.

A sale of leased property does not terminate the lease. The new owner assumes the former landlord’s obligations and cannot demand return solely because ownership changed. A buyer should account for this transfer of obligations when assessing rental income and the possibility of occupying the property.

Costs and taxes

Registration and notarial costs

Registration fees depend on the property and applicant. The standard charges include:

The amounts are set by the cadastral tariffs. If a company registers the building and the plot granted to it at the same time, the basic fees alone are 2.200.000 + 2.200.000 = 4.400.000 sum. Cadastral work, valuation, bank costs and professional fees may be additional.

The notarial state duty for a transfer of real estate is 440.000 sum in Tashkent, Nukus and regional centers and 220.000 sum elsewhere. It is paid before the notarial act and evidenced by a receipt or payment document. See the state-duty rate and time of payment.

Example. For a notarized transaction in Tashkent, the basic duty is 440.000 sum. If a corporate buyer then registers the non-residential property for 2.200.000 sum, those two mandatory payments total 2.640.000 sum, excluding cadastral and bank costs.

Taxes the parties should consider

For a corporate seller, the financial result on disposal of a depreciable property equals sale proceeds minus its residual value. The general corporate profit-tax rate for other taxpayers is 15%, although special regimes and exemptions may alter the outcome. Check the disposal formula and the profit-tax rate, and see the article on corporate profit tax.

Example. A company sells a building for UZS 1,000,000,000 when its residual value is UZS 700,000,000. Before other adjustments, the disposal profit is UZS 300,000,000 and tax at the general rate is 300,000,000 × 15% = UZS 45,000,000.

If the supply is subject to VAT, the general rate is 12%. For real estate, the turnover date is the date when the parties sign the transfer deed, so the deed determines both physical delivery and the tax period. The rules are the VAT rate and turnover date; see the separate VAT guide.

Example. On a taxable value of UZS 1,000,000,000, VAT at the general rate is UZS 120,000,000. The contract should say expressly whether VAT is included in the stated price.

For an individual seller, property income normally equals the sale price minus the documented acquisition price. Without supporting documents, income from real estate is the positive difference between the sale price and cadastral value. The private-property sale exemption does not cover non-residential premises, and the general resident personal-income-tax rate is 12%. See the income calculation, the non-residential exception and the personal-tax rate.

Example. An individual bought premises for UZS 600,000,000 and sells them for UZS 900,000,000. With supporting documents, income is UZS 300,000,000 and tax at the general rate is UZS 36,000,000. The final computation must consider residence, exemptions and documented expenses.

For an individual, property tax is apportioned by the registration month: the former owner pays until the start of the month in which title ends, and the new owner pays from the month in which title arises. This transfer rule is explained in the property-tax guide. The contract should separately allocate any debt and settlement for the pre-delivery period.

Refusals, appeals and late registration

Why registration may be refused and how to appeal

The registrar may refuse only on specified grounds: an application by an improper person, inconsistencies in the documents, absence of required rights or consents, a prohibition or attachment, incorrect information, uncured defects and other listed cases. Demand a reasoned decision and compare it with the refusal grounds.

Before court, an applicant may use the pre-trial commission, which considers an application within ten working days. Its conclusion or the registrar’s decision may be challenged before the appellate commission within two months; that commission has ten working days to consider the appeal. Judicial protection remains available. These periods apply to the pre-trial commission and appellate commission.

Example. If the applicant receives the decision on 5 September, it should not wait until the end of the two-month period. File promptly with the contract, deed, extract, payment documents and the registrar’s response.

The state duty for an administrative-court claim against a refusal or failure to register is 440.000 sum for an individual and 4.400.000 sum for a legal entity or individual entrepreneur. A small-business entity pays half the business rate: for a company, 4.400.000 × 50% = 2.200.000 sum. The tariff states the court-claim duty.

Consequences of failing to register on time

Without the register entry, the buyer does not acquire registered title and cannot safely dispose of or mortgage the property or establish priority against third persons. Breach of mandatory form creates a risk of nullity, while counterparty evasion moves the matter into court. Payment, delivery and the duty to register should therefore operate as one closing sequence.

Late application to register a right to land, a building or a structure carries a fine of 4.400.000 sum for an individual and 6.600.000 sum for an official. For one violation, the official’s fine is 2.200.000 sum higher than the individual’s. The late-registration fine applies.

Changes and buyer checks

What changed in 2025–2026

A new LLC Law has applied since 22 July 2026. Acquisition or disposal of property worth more than 25% of net assets is a major transaction unless the charter sets a higher threshold. The general meeting decides, although the charter may delegate transactions from 25% to 50% to the supervisory board. Check the major-transaction rules before signing.

Example. With net assets of UZS 4,000,000,000, the basic major-transaction threshold is UZS 1,000,000,000. An acquisition above that amount needs the statutory decision unless the charter raises the threshold.

A related-party transaction has a separate approval process. If the property is worth at least 10% of net assets, a market valuation and review by an independent external auditor are required. With the same UZS 4,000,000,000 of net assets, the threshold is UZS 400,000,000. See the related-party rules.

Buyer’s checklist before payment

Obtain a fresh register extract and inspect the original title grounds. Match the cadastral number, area, boundaries, permitted purpose, layout and actual possession. Establish the land rights, tenants, mortgage, easements, prohibitions, attachments and court claims. Check the director’s authority, charter, competent-body resolution and any conflict of interest.

In the contract, link the main payment to discharge of agreed encumbrances, signature of the deed and submission for registration. Use a letter of credit, escrow or staged cashless settlement when suitable. After the entry is made, obtain the extract and recheck the right holder and encumbrances, then accept the keys, documents, meters and utility access by deed.

Frequently asked questions

Must a commercial-property sale be notarized?

For a transaction between legal entities, notarization depends on the parties’ choice. Transfer of title to a non-residential building may be registered on a notarized contract or on a written contract together with a transfer deed. A special property, party or transaction method may require different formalities, so confirm the form before signing.

When does the buyer own commercial premises?

At the date and time when the transfer record is entered in the State Register. Payment, the signed contract, the deed and handover of keys matter for the parties’ obligations, but they do not replace state registration.

Must a one-year commercial lease be registered?

Yes. A lease of a building, structure or part for at least one year must be registered and is concluded upon registration. A term from the first day of a month to the last day of the preceding month in the next year also counts as one year.

Can a building be bought without documenting the land?

No. The right to the building is registered only after the land right. The buyer receives the linked right to the occupied and necessary part of the land within the limits of the seller’s existing right and the law, not an arbitrary new land right.

How quickly is the transfer registered?

The general registration action takes two working days after the documents arrive. Curable defects may suspend the procedure for up to three working days, so prepare the documents and a contact person who can respond promptly.