Intellectual property in transactions in Uzbekistan

Company buyers and investors contributing intellectual property (IP) to capital need documented rights, a completed transfer and a supported valuation. The Civil Code (CC), Tax Code (TC), the LLC and JSC laws and legislation on individual IP objects govern different aspects of the transaction. Tax intangible assets with an indeterminable useful life are amortized over five years (Article 307 TC).

At a glance:

• The agreement identifies the exclusive rights being transferred (Article 1035 CC); buying the physical medium does not replace this.
• A limited liability company (LLC) needs an independent valuation for a noncash contribution exceeding 10,000 BRV (Article 15 LLC Law), where BRV means the base calculation unit.
• A trademark transfer agreement requires written form and registration (Article 1106 CC).
• On reorganization, economic rights pass by legal succession (Article 50 CC); the subject of the transaction determines what the acquirer receives.

Updated: 16 September 2026

What passes when buying a company or IP rights

Buying an ownership interest in a limited liability company (LLC) and buying its software are different transactions. An LLC owns separate property (Article 3 LLC Law). Acquiring an ownership interest therefore does not itself transfer the company's assets into the new member's name: the review concerns the company's ownership of the rights, as distinct from the seller's ownership of the interest.

An exclusive right exists independently of its physical medium (Article 1038 CC). Delivery of a server, source files or a software copy does not itself answer whether the buyer may reproduce, modify or subsequently transfer rights. Authorship is inalienable and nontransferable (Article 1033 CC), even where economic rights are acquired in full.

A license agreement must identify the rights, limits and term (Article 1036 CC). The default is a simple, nonexclusive license; sublicensing is permitted only where the main agreement allows it. Even an exclusive license requires examination of its terms: it is permission to use an object, not a universal substitute for an assignment agreement.

On the sale of an enterprise, rights to use its means of identification pass to the buyer unless the agreement provides otherwise (Article 489 CC). Before signing, the parties prepare and review an inventory statement, balance sheet, auditor's opinion, valuation report and a list of debts identifying creditors and the nature, amount and maturity of their claims. This is the document set for an enterprise sale (Article 491 CC), rather than a mandatory list for every sale of an individual right.

How to contribute IP rights to charter capital

Economic rights and other rights with a monetary value may be contributed to an LLC. Members approve the value of a noncash contribution by unanimous resolution (Article 16 LLC Law). The valuation resolution does not replace an agreement identifying the rights transferred or registration where registration is mandatory.

On formation of an LLC, the constituent documents set the deadline for paying the contribution in full, which must not exceed one year from registration (Article 15 LLC Law). For a contribution of rights, the practical question is whether the steps necessary for the company to acquire those rights have been completed, as well as whether the members have signed their resolution.

An LLC may increase its capital only after full payment (Article 17 LLC Law).

For a capital increase through an additional contribution by a member or an incoming third party, the application identifies the procedure, amount, method and deadline for the contribution and the desired ownership interest. A unanimous members' resolution (Article 19 LLC Law) is required. Changes to the constituent documents and ownership interests are decided at the same time. The results must be approved within one month after the contribution deadline; documents to register the amendments must be submitted within one month after their approval. Charter amendments take effect on state registration.

Where a capital increase fails in the circumstances specified by law, noncash contributions must be returned within three months (Article 19 LLC Law), in their original form or, with the member's consent, in money. A late return requires the company to compensate lost profit caused by inability to use the contributed property; the provision does not set a fixed compensation amount.

Where the contribution is a right of use that ends early, the member must, at the company's request, provide compensation for the remaining term (Article 16 LLC Law). The amount equals the price of comparable use on similar terms. By default it is payable as a lump sum within one month after the demand; the constituent documents or a members' resolution may establish a different procedure, and the contributing member's vote is excluded from that resolution.

Example. Suppose the documented comparable price is UZS 2,000,000 per month and the right ends six months early. Compensation under that rule is 2,000,000 × 6 = UZS 12,000,000. The price and remaining term are assumptions here; in a transaction, they need supporting documents.

When valuation is required and how rights are valued

The independent valuation threshold differs between an LLC and a joint-stock company (JSC). One BRV, the base calculation unit, is used to compare the amount with the statutory threshold; the market value of the particular right is determined separately.

Example. Assume an LLC contribution is valued at UZS 4.840.000.000, or 11,000 BRV. It exceeds the threshold by 4.840.000.000 − 4.400.000.000 = UZS 440.000.000. A valuation organization is required. If its final appraisal is UZS 4.620.000.000, the contribution cannot be approved at the original UZS 4.840.000.000. For a JSC, an assumed nominal value of 250 BRV for shares paid for with rights also exceeds its own threshold: 110.000.000 − 88.000.000 = UZS 22.000.000.

On formation of a JSC, the founders agree the monetary valuation of contributed property; rights with a monetary value (Article 31 JSC Law) are permitted. Additional shares must be paid for within the placement period specified in the issue decision. Legislation and the charter may restrict the types of property accepted as payment.

Separate grounds for mandatory valuation apply to transactions involving state property (Article 11 Valuation Law) and the valuation disputes listed by law. The LLC and JSC thresholds do not remove those grounds. Valuation is undertaken under an agreement with the client (Article 12 of that Law) or, where prescribed, pursuant to a court order.

National Valuation Standard No. 11 provides for the market, cost and income approaches. Selection depends on the valuation purpose, the object's characteristics and available data. The valuation assignment records the protection regime: scope, duration, territory, restrictions and origin of rights; the scope of rights being valued; and the combination of objects, technologies or supplementary assets being valued. For a buyer, an appraisal of “the software in general” therefore does not replace valuation of the particular rights to that software.

Which IP documents to check when buying a company

The review begins by matching each asset to documents establishing ownership of the rights. The practical list below combines questions arising from the cited provisions; it is not a statutory form of due diligence report.

• Match the right holder in protection documents and agreements to the target company. If a member or developer owns the right, identify a separate basis for transferring it to the company.
• Trace the chain of agreements from the author or original owner to the company, including permission for subsequent transfers.
• Check the object, software versions, goods covered by a trademark, permitted uses, term, territory and continuing licenses.
• Check documents concerning pledges, disputes and changes to registration details, together with termination provisions in existing agreements.
• Compare the legal scope of the rights with the valuation report and accounting records: a balance-sheet value does not itself establish an exclusive right.

Rights transferred under an author's agreement are presumed nonexclusive (Article 38 Copyright Law) unless expressly stated otherwise. Wording such as “development has been paid for” must therefore be compared with the provisions on specific economic rights.

If an author's agreement does not specify a territory, use is limited to Uzbekistan. If it omits a term, the author may terminate it after five years (Article 39 of that Law), giving six months' written notice. Subsequent transfer of rights requires express permission in the agreement. These restrictions can affect both the intended use and the valuation of the acquired asset.

A business name is checked separately from a trademark. It can pass on reorganization or enterprise sale (Article 9 Business Names Law): the law identifies merger, absorption, division and spin-off, as well as sale of the whole enterprise as a property complex. The provision does not permit a separate sale of the business name.

This article concerns transfers of existing trademark rights. The article on trademarks explains initial registration, renewal and protection. It is relevant where protection for the designation must be obtained or maintained before the transaction.

Does the company own employee and contractor developments

Exclusive rights to an employee work generally belong to the employer unless the agreement provides otherwise (Article 1062 CC). Moral rights remain with the author. Ten years after disclosure, the author acquires the full right to use the work and receive remuneration, or earlier with the employer's consent. The provision contains an exception for the periodical and encyclopedic publications it identifies; it does not support a general conclusion that the employer's exclusivity lasts indefinitely.

For an employee invention, the employer's right to obtain a patent arises if the agreement provides for it (Article 1087 CC). The buyer therefore checks job duties, assignments, agreements and the creation history of each result, without automatically applying the rules for works to patents.

An agreement commissioning a result from an independent author must identify its nature and purposes or methods of use (Article 1037 CC). Software protection arises on creation (Article 4 Software and Databases Law); the absence of a certificate does not itself establish that copyright is absent.

Where know-how represents the value in the transaction, check all statutory trade secret protection measures (Article 10 Trade Secrets Law): a list and scope of the information; handling procedures and compliance controls; records of people with access; and a “trade secret” marking on media or in document particulars identifying the owner. Merely naming a folder “know-how” does not satisfy that review.

How to document a transfer of exclusive rights

Requirements depend on the object. The agreement must identify the rights transferred, and certain objects require registration without which the agreement is invalid.

An agreement transferring software rights can be registered by agreement between parties (Article 9 of the relevant Law). Registration must not be described as a general mandatory condition for copyright in software to arise.

A trademark license must require the licensee's goods to meet at least the quality of the licensor's goods and provide for the licensor's control. A transfer must not mislead consumers about the goods or their manufacturer; a collective mark cannot be transferred (Article 30 Trademark Law). These restrictions continue to apply when rights form part of a corporate transaction.

How purchased rights are treated for profit tax

A tax intangible asset requires exclusive rights, use in production, services or management for more than twelve months (Article 307 TC), capacity to generate economic benefits and documents establishing the asset or exclusive right. An amount described in an agreement as an “IP purchase” therefore does not become an amortizable intangible asset solely because of that payment label.

Costs included in the initial cost of a long-term asset are deducted through amortization (Article 305 TC), unless the Code provides otherwise. Expenses must be justified and supported by documents. Where accounting and tax rules differ, the Tax Code governs tax treatment; creditable VAT is not included in expenses.

For an organization applying National Accounting Standard No. 7, the initial purchase cost includes acquisition and preparation costs (paragraph 15 NAS No. 7):

• the amount payable to the seller under the rights transfer agreement;
• registration charges, patent duties and similar payments connected with acquisition of the exclusive right;
• customs duties and charges;
• nonrefundable taxes and charges on acquisition;
• information and advisory services connected with acquisition;
• intermediary remuneration;
• insurance against risks of delivery or creation of the asset;
• other directly attributable costs of bringing the asset into a usable condition.

These are components of cost where the relevant expenses arise, rather than payments required in every transaction. The same paragraph excludes bank charges for payment and currency conversion and other costs not directly connected with acquisition; interest on a loan used for the purchase is also excluded. Interest relating to development of an asset follows a different rule, so purchasing an existing right and financing development are distinguished.

Useful life is determined by the protection document, statutory restrictions or the agreement. Amortization is charged monthly by reference to initial cost and useful life, which cannot exceed the taxpayer's period of activity. Where useful life cannot be determined, the calculation uses a five-year period (Article 307 TC). This is a special rule for an indeterminable life, not a uniform life for all software and trademarks.

Example. Assume a purchased right costs UZS 120,000,000 and its documented useful life is five years, or 60 months; all tax recognition conditions are met. Monthly amortization is 120,000,000 / 60 = UZS 2,000,000. For twelve full months: 2,000,000 × 12 = UZS 24,000,000. This example assumes a determined useful life; if useful life cannot be determined, the same five-year calculation instead follows from the cited rule.

Periodic payments for use or the right to use an intangible asset are recognized as expenses evenly over the period of use (Article 307 TC), subject to justification and documentation requirements. Acquisition of an exclusive right and recurring license payments are therefore recorded separately.

On an enterprise purchase, a separate rule applies to the difference between price and net assets: a positive premium is deductible evenly over five years (Article 323 TC), starting in the month after ownership registration; a discount is recognized as income in the month the transfer is registered. Privatization uses a special comparison base: the appraised starting value. The premium is different from the price of an individual patent. For example, an assumed premium of UZS 60,000,000 produces a monthly expense of 60,000,000 / 60 = UZS 1,000,000.

Accounting amortization methods and journal entries are outside this article. The article on fixed assets and intangible assets covers recognition, amortization, inventory checks and differences from tax treatment. It helps the accountant after the legal substance of the transaction has been determined.

VAT on purchases and contributions of rights

Classification as an intangible asset does not remove the purchaser's need to examine value added tax (VAT). For a taxable transaction without special rules, the standard rate is 12 percent (Article 258 TC). Contributions of goods or services to capital form part of sales turnover (Article 239 TC), so the word “contribution” alone does not establish that VAT is absent.

Where the applicable conditions are met, VAT charged on acquired intangible assets is credited in full (Article 266 TC). For an ordinary domestic purchase, check actual receipt, use in taxable activities, an invoice or other document separately showing VAT, and the supplier's VAT registration. These are the conditions relevant to that purchase, rather than an exhaustive list of all special cases in the provision. The recipient of a capital contribution can also credit the tax paid by the contributing member on transfer, under the applicable procedure.

Example. For an assumed price of UZS 100,000,000 excluding VAT at the standard rate, tax is 100,000,000 × 12% = UZS 12,000,000; the VAT-inclusive total is UZS 112,000,000. If all credit conditions are met, UZS 12,000,000 is recorded as input VAT and is not also included in expenses. The example assumes a taxable domestic transaction between VAT payers.

By contrast, a legal entity's transfer of property to successors on reorganization is outside the scope of VAT (Article 238 TC). This must be distinguished from an ordinary capital contribution.

How rights pass on reorganization

Economic IP rights pass by legal succession (Article 1035 CC), subject to rules specific to the object. The general rules depend on the form of reorganization (Article 50 CC):

• on merger, to the newly created legal entity;
• on absorption, to the receiving legal entity;
• on division, to the new legal entities under the separation balance sheet;
• on spin-off, to the spun-off legal entities under the separation balance sheet;
• on transformation, to the newly created legal entity of a different legal form.

For merger, absorption and transformation, the law expressly provides for succession whether or not the right or obligation appears in the transfer instrument. This does not remove the documentation requirement: the transfer instrument and separation balance sheet must cover all obligations, including disputed ones (Article 51 CC), be approved by the authorized persons and be submitted for registration. In IP documentation, identifying each object and the related contractual obligations is useful in practice.

For a trademark on division, the special rule ties succession to the transfer of goods production (Article 31 Trademark Law). If the former owner retains part of production, the companies may agree to co-ownership; the agreement is registered with the Ministry of Justice. On merger, the mark passes to the new company; on absorption, to the receiving company. The owner notifies the Ministry (Article 23 of that Law) of changes to registration details, which are entered in the certificate and register.

This article explains what happens to IP rights. The article on company reorganization covers the general corporate stages, creditor notification and registration. It helps coordinate the transfer of rights with the overall reorganization timetable.

What changed in 2025–2026

• Presidential Resolution PP-358 of 27.11.2025 has applied since 28 November 2025: IP pledge agreements are recorded with the Ministry of Justice. This adds an encumbrance check for the acquirer.
• The new LLC Law ZRU-1137 of 21.04.2026 has applied since 22 July 2026. This article uses the new law's contribution and valuation provisions, rather than the previous article numbering.

What to check before completing the transaction

For the buyer, the review should produce an agreed list of rights and steps enabling the intended legal entity to use them. Prepare a working list for each asset: right holder and acquisition basis; protected object; term and territory; agreements with authors and users; pledges and disputes; corporate resolution; valuation; transfer agreement; required registration; and accounting documents.

In an ownership-interest purchase, a gap in the chain of title may require a separate transfer from a member or developer to the company. For an individual right purchase, the agreement's subject should match the object being valued and recorded. On reorganization, also reconcile the allocation of rights, production operations and obligations among successors. This list helps relate the transaction price to the scope of rights supported by the documents.

Frequently asked questions

Can a right to use software be contributed to capital?

The LLC Law permits economic rights and other rights with a monetary value. First, however, check whether the contributor can dispose of that use right and whether the license terms permit its provision to the company. The members' resolution and agreement should identify the same object, scope and term. Early termination of the use right also matters: the law provides for compensation at the company's request, subject to its qualifications concerning the payment procedure.

Does a trademark pass personally to the buyer of an LLC interest?

In an ordinary purchase of an ownership interest, the company remains the owner of its property. The member acquires an interest, rather than personal rights to every company asset. If the mark is registered to the seller personally or to another company, including it in the price of the interest does not replace a separate transfer. The review should match the documented right holder to the party intended to own the mark after completion.

Can the entire price of an exclusive right be deducted immediately?

If the acquired right meets the tax conditions for an intangible asset, its cost is deducted through amortization, rather than merely upon payment. Check exclusivity, expected economic benefits, supporting documents and the period of use. Periodic payments for use are recognized evenly over the use period. Treatment therefore depends on the legal substance of the acquisition, rather than whether the payment is labeled a “license,” “development” or “software purchase.”

Must rights always be sold to the successor on reorganization?

Legal succession is an independent basis for transfer and does not require a sale agreement for every asset. The documents must nevertheless address the allocation of rights and obligations, especially on division and spin-off. A trademark is linked to the production being transferred; a co-ownership agreement requires registration. Changes to registration details must also be documented, so the absence of a separate sale does not mean that no documentation is needed.