Company registration and business setup
Business entities can be registered in Uzbekistan in various legal forms. The most popular one suitable for local and international business is a limited liability company (LLC). An LLC is allowed to engage in any lawful business activity.
Local and foreign individuals as well as corporations can be the shareholders of an LLC. The number of shareholders may range from 1 up to 50. The shareholders of an LLC are liable for the company's activities within the limits of their contributions.
There is a legal limitation that an LLC may not have as its sole shareholder another limited liability company (local or foreign) which is owned by one person.
Certain commercial activities require a license to be obtained before engaging in such activities. See our article on licensed activities.
Company name
A company name may not contain the words “UZ”, “UZB” or “Uzbekistan”. In certain cases, a company with a state share may apply for the governmental authorization to use these words. A company name may not also contain the words that infringe the intellectual property rights of others.
A company name must be reserved in the public services portal new.birdarcha.uz before using it for company registration. The system shows in real time which company names are available for use and which are not. The reservation period is 60 calendar days.
Unlawful use of a company name entails a fine.
Company address
The registered address of a company should reflect its actual location. It may be a rented office, coworking space, production premises, etc. The residential address of a shareholder in Uzbekistan may also be used as the registered address of a company.
When applying for company registration, it is required to fill in the cadastral number of the premises at the registered address.
If a company chooses the general taxation regime with value added tax (VAT), the rented or owned premises must not be less than 18 square meters.
When applying for state registration, a company may choose either the turnover tax regime without VAT, or the general taxation regime with VAT. See our article on taxation regimes.
Charter capital
The charter capital of a company is the amount of funds that shareholders must contribute within 1 year from the date of company registration. The charter capital should be denominated in Uzbek soums.
The amount of the charter capital of a company will be determined by shareholders and reflected in the company's foundation documents. There is no minimal or upper limit for the amount of charter capital.
If the charter capital of a company with a foreign shareholder is over 400 million Uzbek soums, the company will be labelled as a company with foreign investments. Such labelling does not usually grant any material benefits or incentives.
The charter capital may be contributed with monetary funds (in local or foreign currency), assets or property rights.
Beneficial owner
A beneficial owner is a citizen of Uzbekistan or a foreign citizen who is the true owner of the property of the company established in Uzbekistan or who enjoys the benefits of ownership or in whose interests transactions with funds and other property of the company will be carried out.
When registering a company it is required to indicate the beneficial owner. If the beneficial owner is a foreign citizen, that person must obtain PINI (personal identification number of individual) in Uzbekistan in order to be able to register the company.
Company registration process
State registration of a company is done by applying to a local public services center in person, or online in the public services portal new.birdarcha.uz.
Shareholders may apply for company registration themselves or through a representative person authorized by each of the shareholders. Shareholder authorization must be given under a power of attorney. A power of attorney issued in a foreign country must be legalized in the embassy of Uzbekistan abroad or apostilled.
The state fee for company registration is 375.000 Uzbek soums. If the charter capital of a company with a foreign shareholder is over 400 million Uzbek soums, the state fee will be 3.750.000 Uzbek soums.
Company registration usually takes 1 business day. The registration is completed when a company registration certificate is issued.
Upon registration, a newly established company will apply for an electronic digital signature. It is required to submit monthly tax reports and to use various public services.
Required documents
The following foundation documents are required for the registration of a company in Uzbekistan:
- resolution on the establishment of a company
- charter of a company
- foundation agreement between shareholders (required when the number of shareholders is more than 1)
The following documents will be required from a shareholder – foreign citizen:
- copy of a national passport
- PINI (personal identification number of individual) obtained in Uzbekistan
- electronic digital signature obtained in Uzbekistan
The following documents will be required from a shareholder – foreign corporation:
- extract from the trade register in each shareholder's country of residence (document should indicate shareholder's full name, address and authorized persons having signature rights)
- power of attorney to a local representative (legalized in the embassy of Uzbekistan abroad or apostilled)
- PINI (personal identification number of individual) obtained in Uzbekistan for a beneficial owner
Opening a bank account
Within 10 days from the date of state registration, a newly established company will apply to any commercial bank in Uzbekistan in order to open bank accounts in Uzbek soums. If needed, bank accounts in foreign currency may also be opened.
When opening a bank account with a commercial bank, a company director must be present there. A bank account cannot be opened by a representative acting under a power of attorney.
Most local banks provide a physical authentication device (token) with which a company makes a wire transfer. Only a few banks provide remote access to an account outside of Uzbekistan.
Management of a company
The operational and day-to-day management of a company is carried out by a director (also called executive director or general director). A director is appointed by the decision of shareholders.
A company director may be a citizen of Uzbekistan or a foreign citizen. A foreign citizen appointed as a director must obtain a work permit in Uzbekistan within 3 months from the date of appointment. Until the end of the 3-month period, the foreign director is allowed to manage the company and sign documents on behalf of the company.
A foreign citizen appointed as the director of a company must obtain PINI (personal identification number of individual) in Uzbekistan before starting the registration process.
Major decisions related to a company's activities, such as the expansion of business, change of charter capital, change in the composition of shareholders, are made by shareholders.
Foreign employees
A foreign citizen employed in a company in Uzbekistan must obtain a work permit before commencing the performance of job duties. A company director who is a foreign citizen is allowed a 3-month grace period to obtain a work permit during which such director may perform job duties.
A work permit is issued depending on the qualification of a foreign specialist. The following qualification levels are applicable:
- highly qualified specialist, who is a graduate of a Top-1000 university, has at least 5-year related work experience, is offered a job in Uzbekistan with a salary exceeding 60,000 US Dollars a year
- qualified specialist, who is a university graduate, has at least 5-year related work experience, is offered a job in Uzbekistan with a salary exceeding 30,000 US Dollars a year
- specialist, who does not belong to any of the above
Highly qualified and qualified specialists enjoy a number of benefits related to work permits and visas.
For more information, see our article on work permits for foreign specialists.