Foreign representative offices in Uzbekistan: accreditation rules

A foreign commercial organisation may open a representative office in Uzbekistan to protect and promote its interests, but not to conduct ordinary commercial activity. The Ministry of Investment, Industry and Trade grants accreditation within 5 working days; the certificate is valid from 1 to 3 years, and the state fee is 48 BCUs.

In brief:

• the general procedure for foreign commercial organisations provides for accreditation of a representative office, not registration of a branch;
• the application is filed through a Public Services Centre or the Single Portal of Interactive Public Services (SPIPS), and the decision is made within 5 working days;
• accreditation costs 21.120.000, or 19.008.000 when filed through SPIPS; the application review itself is free;
• foreign employees may represent no more than 40% of the staff and may not exceed 5 people at the same time;
• a representative office alone is not enough if the company plans to sell goods, perform work or provide services in Uzbekistan.

Updated: 05 September 2026

Choosing a business presence

Representative office, branch and LLC compared

A representative office, branch and subsidiary limited liability company (LLC) serve different purposes. Under the Civil Code, a representative office is a separate subdivision (Article 47 of the Civil Code) that represents and protects the legal entity’s interests. A branch performs all or part of the head legal entity’s functions, including representation. As a general rule, neither subdivision is a legal entity; each operates under approved regulations, and its head acts under a power of attorney.

A subsidiary LLC, by contrast, becomes a separate legal entity (Article 3 of the LLC Law) after state registration. It may enter into contracts and conduct permitted commercial activity in its own name. A representative office acts in the foreign company’s name and is limited to representative functions.

This article does not cover incorporation of a subsidiary. The separate guide to business registration explains how to establish a local LLC with a foreign founder. It is relevant where the plan is to earn revenue from sales, work or services rather than merely represent the head company’s interests.

Foreign companies accredit a representative office

For an ordinary foreign commercial organisation, the confirmed general route is accreditation of a representative office. The regulation for recording branches of business legal entities expressly excludes foreign commercial organisations, while Regulation No. 76 specifically governs representative office accreditation. The registration procedure for a domestic branch of an Uzbek legal entity therefore cannot be used as a ready-made procedure for opening a foreign company branch.

The Civil Code provides a general definition of a branch, but that definition alone does not establish a separate registration procedure for a branch of an ordinary foreign commercial organisation. Special rules may apply to particular sectors and organisations. For example, representative offices of foreign banks are excluded from Regulation No. 76 and are subject to sector-specific regulation.

An applicant may be a foreign commercial organisation registered under another country’s law that is entitled to conduct commercial activity and open a representative office abroad. The office is opened under an accreditation certificate to represent and protect interests of the head company.

The central restriction is that a representative office does not conduct commercial activity. An exception applies to foreign airline representative offices, which may operate commercially as provided by legislation and international treaties. For other companies, accreditation neither replaces business registration nor grants a general right to sell through the representative office.

Opening and accreditation documents

How to open a foreign company representative office

The process consists of filing an electronic application, document review, payment of the state fee after a positive decision, and issue of an electronic certificate. The accrediting authority is the Ministry of Investment, Industry and Trade of the Republic of Uzbekistan.

If the state fee is not paid within one month after a positive decision, the application must be filed again. The representative office is deemed open from the certificate date, not from the application date or the date of the head company’s corporate resolution.

Accreditation documents

The initial accreditation filing consists of an application and four groups of attachments. The prescribed accreditation document set includes:

1. The foreign commercial organisation’s constitutional documents: its charter and foundation agreement, if it has one.
2. A document from an official authority in the country of registration: a registration certificate, commercial register extract or trading licence.
3. A power of attorney for the head of the representative office, stating the person’s passport details and a complete list of powers.
4. Regulations governing the representative office, approved by the head company’s management by personal signature and seal, if the organisation has a seal.

The application discloses details of the head company, its registration, founders, address, capital, history and contacts; its employee numbers, activity, product range and turnover for the last financial year; management details; existing subsidiaries, representative offices and branches; prospects for cooperation with Uzbek organisations and related contracts, if any; the requested accreditation term; and details of the person who prepared the application.

The documents must be notarised and submitted in Uzbek or Russian. Foreign-origin documents undergo the consular legalisation prescribed by the service passport. For official documents from a Hague Convention state, an apostille replaces legalisation (Article 3 of the Convention), unless legislation or an international treaty abolishes or simplifies that formality.

Terms, costs and refusal

Accreditation term and cost

The company chooses a certificate term from 1 to 3 years. There is no application review charge. The state fee becomes payable after a positive decision and is 48 BCUs.

Applications through SPIPS receive a 90% fee rate. The cost therefore depends on the filing channel:

Example. At the current BCU of 440,000 soums, filing through a Public Services Centre costs 48 × 440,000 = 21.120.000 soums. When applying through SPIPS, the fee is 21.120.000 × 90% = 19.008.000 soums. The saving is 2.112.000 soums. This is the state-fee calculation; notarial certification, translation, apostille or legalisation costs are additional.

Grounds for refusal

The accrediting authority may refuse only on the prescribed grounds. The Regulation identifies four refusal grounds:

• the documents are incomplete or improperly prepared;
• the documents contain inaccurate information;
• the representative office regulations conflict with Uzbek law;
• the authority identifies information that the foreign commercial organisation or its representative office has breached the law.

The documents may be resubmitted after the defects have been corrected. During a renewed review, the authority may not add new reasons that were absent from the original refusal, except for reasons connected with evidence that the earlier deficiencies were corrected. A refusal to accredit or extend accreditation may be challenged in court.

Employees, operations and taxes

Head and employees of the representative office

The representative office is managed by a head appointed by the head company. The subdivision acts under approved regulations and only within their scope. The head’s powers derive from both the regulations and power of attorney. The power of attorney should therefore cover the specific acts the head will perform before public authorities, banks, the landlord and employees.

The staff may include Uzbek and foreign nationals, but two limits apply simultaneously to foreigners: no more than 40% and 5. Every foreign employee hired by the representative office undergoes personal accreditation. The accreditation card is issued for 12 months, with possible extension, or for a shorter period if the representative office accreditation or the power of attorney expires earlier.

The following prescribed documents are filed for personal accreditation:

• two questionnaires in Uzbek and English;
• a passport or ID-card copy containing registration details from the migration and citizenship authorities;
• the head’s power of attorney or the document hiring the foreign employee.

The decision is made within 5 working days. An accredited foreign national may work without separate confirmation from the External Labour Migration Agency, but only in the accredited office. Uzbek nationals are hired under employment legislation.

This is the special accreditation regime for representative-office employees. The general route for other foreign specialists is explained in the guide to foreign work permits, while entry and residence rules appear in the guide to visas. Those materials are relevant when an employee is outside the accredited representative office’s staff or changes the basis of stay.

Operations permitted for a representative office

A representative office does not earn revenue from ordinary sales of goods, work or services, but it may pay for its own operations. The Regulation permits payments on a closed list:

• representation expenses;
• purchase of inventory and materials for the office’s needs;
• employee salaries;
• business-trip expenses;
• rent, utilities and taxes.

Payments for mandatory digital marking codes and product-marking services, including services at customs warehouses, are separately permitted; those payments are not treated as commercial activity. All expenses are financed with funds from the head company. Soum funds may come from converted foreign currency or national-currency amounts that the foreign company has resolved to leave with the representative office.

The practical boundary turns on the transaction’s purpose. Office rent, salaries and business expenses support the representative office’s operation. Regularly entering into and performing commercial contracts, receiving payment from clients or carrying out the head company’s principal revenue-producing function does not become permitted merely because payment moves through the representative office’s account.

Tax registration and permanent establishment

Accreditation automatically triggers tax registration: information is added to the central database within 1 day, and the representative office is simultaneously registered with the tax authority at its location. A separate ordinary application for the accredited representative office’s initial registration is not required under this procedure.

Representative office accreditation and permanent-establishment status are not the same. A permanent establishment is a tax status determined by the actual functions, duration, contracts and personnel powers. Preparatory or auxiliary activity for the non-resident itself, if the statutory conditions are met, may not create a permanent establishment (Article 36 of the Tax Code), but the subdivision’s name alone does not guarantee that result.

If the actual activity creates a permanent establishment, the foreign legal entity becomes a corporate income tax payer (Article 294 of the Tax Code). Separately, the Tax Code treats non-residents operating through permanent establishments, representative offices and branches of foreign legal entities as social tax payers (Article 402 of the Tax Code).

This article does not calculate permanent-establishment taxes. The guide to permanent establishments explains the creation tests, separate registration deadline, corporate income tax and reporting. It should be consulted before beginning functions that go beyond representing and protecting interests.

Renewal, closure and choice of form

Extension, reissue and closure

To extend accreditation, an application is filed through a Public Services Centre or SPIPS at least 1 month before the certificate expires. In addition to the application, the company submits a current power of attorney if the previous one has expired, information about the representative office’s work, and a lease or other document confirming the right to occupy its premises. The extension term is again selected within the range of one to three years.

The Regulation provides a complete list of termination grounds:

• the accreditation term has expired and no extension application was filed;
• the foreign company decided to close the representative office;
• a court ordered termination;
• the accrediting authority identified a breach of legislation or accreditation conditions;
• the representative office engaged in activity outside its regulations;
• the head company was liquidated or ceased operations following reorganisation, except for transformation, merger or accession.

After a transformation, merger or accession of the head company, continued operation requires an application for reissue. No fee is charged for that reissue. The authority must be notified of the head company’s liquidation or reorganisation within 2 weeks.

If the office closes early, the state fee already paid is not refunded. After receiving notice of termination, the accrediting authority within 1 day arranges an update to the central database and notifies the Customs Committee.

Choosing between a representative office and LLC

A representative office suits a foreign company that needs a limited local office to maintain business contacts, study the market, coordinate communications, protect interests and pay its own administrative expenses. It retains a direct organisational link with the head company and requires periodic renewal of accreditation.

If the model involves sales, providing services to clients, independent contracts, local revenue or a full operating team, a local legal entity or a special sector-specific form is generally required. Calling the unit a “branch” does not remove the need to identify a specific legal basis for its establishment. Before filing, it is useful to record the unit’s proposed functions and test each one against the prohibition on business and commercial activity by representative offices.

Frequently asked questions

Can a foreign company open a branch in Uzbekistan?

The Civil Code defines a branch as a separate subdivision performing all or part of a legal entity’s functions. However, the general procedure for recording domestic branches expressly does not apply to foreign commercial organisations, while Regulation No. 76 provides representative-office accreditation for them. An ordinary foreign commercial company therefore cannot automatically use the procedure for opening a branch of an Uzbek legal entity. A branch may be available where a special sectoral act or international treaty expressly provides for its establishment.

May a representative office sign contracts and earn revenue?

The head may act in the head company’s name within the power of attorney and the representative-office regulations. The representative office itself, however, may not conduct business or commercial activity. Paying rent, salaries, business-trip costs, taxes and other operating expenses is permitted; regularly selling goods, performing work, providing services and receiving client revenue falls outside the ordinary representative-office regime. A local LLC or special sector-specific form should be considered for that model.

How much does foreign representative-office accreditation cost?

The application review is free. A state fee of 48 BCUs is paid after a positive decision. When filing through SPIPS, the fee is 90% of the ordinary amount, or 43.2 BCUs. At the current BCU of 440,000 soums, the respective amounts are 21.120.000 and 19.008.000 soums. Translation, notarial certification, apostille or consular legalisation are paid separately and are not included in the state fee.

Is an apostille required for foreign company documents?

The service passport requires notarised documents in Uzbek or Russian and provides for consular legalisation of foreign documents. For official documents from a Hague Convention state, an apostille replaces consular legalisation unless an international treaty provides another simplified procedure. The requirement should be checked by country of origin and document type: administrative documents, notarial acts and private corporate documents may be treated differently.

Does a foreign representative-office employee need a separate work permit?

A foreign national personally accredited as an employee of an accredited representative office may work there without separate confirmation from the External Labour Migration Agency. The exception is tied to that particular office: it does not cover transfer to another employer or work outside the accredited subdivision. The card ordinarily lasts 12 months but may expire earlier with the representative office accreditation or the power of attorney.