Company registration in Uzbekistan

Starting a business in Uzbekistan? This guide provides essential information on business registration procedures in Uzbekistan, helping you understand the steps involved and the paperwork required.

In brief, the steps required for company registration in Uzbekistan are as follows:

1. Select a unique company name, decide who will be the executive director and arrange a local registration address for a company
2. Prepare foundation documents and a power of attorney from shareholders (if company registration is delegated to a representative)
3. Get local PINI (personal identification number of individual) for shareholders - foreign citizens and a foreign director
4. Decide the taxation regime for the company – general taxation regime (corporate income tax with value added tax) or turnover tax regime (without value added tax)
5. Submit the foundation documents for state registration and pay a registration fee
6. Order a company stamp to be prepared and obtain an electronic digital signature for a company to submit mandatory reports
7. Open a corporate bank account (in national and foreign currency) with the local banks of Uzbekistan
8. Apply for work permits for foreign specialists that will be employed by the company (if any)

Company registration allows you to operate your business legally in Uzbekistan. By ensuring proper registration you can avoid penalties and legal issues.

A company will be registered within 1 business day upon submission of all the necessary documents. But it usually takes 1-3 weeks of preparation for setting up a company, mostly depending on how quickly shareholders arrange a local registration address and obtain PINI (personal identification number of individual).

Need assistance with setting up a company in Uzbekistan? Contact us

Limited liability company

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 to the extent of their capital 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 also owned by one person (it is called nested single ownership).

For more information, see our article on a limited liability company.

Certain commercial activities require a license to be obtained before engaging in such activities. Engaging in a licensed activity without a license results in sanctions and liability.

See our article on activities requiring a license.

Operational management of a company

The operational and day-to-day management of a company must be entrusted by shareholders to a director (also called an executive director or general director).

A company director may be a citizen of Uzbekistan or a foreign citizen. A foreign citizen appointed as the director of a company must obtain PINI (personal identification number of individual) in Uzbekistan before starting the company registration process.

A foreign citizen to be appointed as a director of a company must get a work permit in Uzbekistan before the appointment. If a company has a foreign shareholder and has charter capital exceeding 400 million Uzbek soums (also known as a company with foreign investments), its first appointed foreign director will be released for 3 months from the date of appointment from obtaining a work permit. 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.

Major decisions related to a company's activities, such as the expansion of business, change of charter capital, change in the composition of shareholders, will be made by shareholders.

How to register a local company

In order to start the process of setting up a company, shareholders must determine what will be the company name, the company address, the tax regime, the amount of charter capital to be contributed by the shareholders and who will be indicated as the beneficial owner.

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. Unlawful use of a company name entails a fine.

Company name will contain an additional prefix depending on the following conditions:

Prefixes	Definition	Condition
FE LLC	Foreign Enterprise Limited Liability Company	If charter capital amount exceeds 400 million Uzbek soums and all shareholders are foreign shareholders
JV LLC	Joint Venture Limited Liability Company	If charter capital amount exceeds 400 million Uzbek soums and there is at least one foreign shareholder and at least one local shareholder
LLC	Limited Liability Company	In all other cases

A company name must be reserved in the public services portal new.birdarcha.uz before using it for business 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.

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 used as registered address. A cadastral number can be obtained from the owner (landlord) of the premises.

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.

Taxation regime

When applying for state registration, a company may choose one of the following taxation regimes:

• turnover tax without value added tax (VAT)
• general taxation regime of corporate income tax (CIT) and value added tax (VAT)

A company expecting a turnover (revenue) of less than 1 billion Uzbek soums until the end of a calendar year may choose the turnover tax regime.

A company expecting a turnover (revenue) of more than 1 billion Uzbek soums until the end of a calendar year, as well as an importer of goods and products (regardless of the amount of expected revenue) should choose the general taxation regime.

See our article on taxes in Uzbekistan.

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 (with a prefix FE LLC or JV LLC). Such label presents very few advantages and almost no material benefits.

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 a company established in Uzbekistan or who enjoys the benefits of ownership or in whose interests transactions with funds and property of the company are made.

When registering a company it is required to indicate a 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 public services center in person, or online in the public services portal new.birdarcha.uz. It is important to gather all necessary documents and information before starting the registration process.

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 properly 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. A digital signature is required to submit monthly tax reports and to use various public services.

Required documents

The following foundation documents signed by all shareholders 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 (it is 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
• an 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

The following documents will be required from a director (local or foreign citizen):

• a national passport
• PINI (personal identification number of individual) obtained in Uzbekistan
• an electronic digital signature obtained in Uzbekistan

Opening a bank account

Within 10 days from the date of state registration, a newly established company has to 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. A number of local banks provide remote access to an account from outside of Uzbekistan.

Work permits for foreign employees

A foreign citizen employed in a company in Uzbekistan typically must obtain a work permit before commencing the performance of job duties. A company desiring to employ a foreign specialist can submit an application for a work permit.

The validity period of a work permit and the amount of a state fee for a work permit depends on the qualification of a foreign specialist. There are following qualification levels:

• 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 in respect of work permits and visas.

For more information, see our article on work permits for foreign specialists.

Foreign director

As a rule, a foreign director must obtain a work permit before being appointed as the director of a local company in Uzbekistan.

If a company has a foreign shareholder and its charter capital exceeds 400 million Uzbek soums (also known as a company with foreign investments), its first appointed foreign director will be entitled to work as a director without a work permit for 3 months from the date of appointment. During this period the director should apply for and obtain a work permit.

Liability for doing business without registration

Carrying out entrepreneurial and business activities without state registration entails administrative liability and a fine of 1.875.000 to 2.625.000 Uzbek soums. The amount of fine increases if the income received from such activities is considerable.

Evasion from taxes shall entail the imposition of financial sanction in the amount of 20% of the evaded tax.

Carrying out entrepreneurship without state registration, which results in earnings of 187.500.000 Uzbek soums or more, entails criminal liability.

Changes to registration data

Companies in Uzbekistan are required to notify and register changes in their registration data with the state authorities (this procedure is called re-registration). Common changes which are subject to re-registration include:

• change of an official company name
• change of the registered address (postal address) of a company
• amendments to constituent documents, including with regard to the amount of charter capital and the composition of shareholders
• changes in the shares of shareholders
• company reorganization (merger, acquisition, division, spin-off, transformation)

The change of the registered address of a company should be filed for re-registration within 10 days. Other changes are typically required to be filed within 30 days from the date of the change.

Re-registration process

State re-registration of a company can be completed by applying to a public service centers by a company director, or online in the public services portal new.birdarcha.uz.

The following documents should be submitted together with an application for the registration of changes:

• the decision of shareholders of a company introducing amendments to the constituent documents of the company
• renewed constituent documents of the company in Uzbek language
• a document confirming full contribution of the charter capital initially declared in the charter (for example, a bank certificate, customs declaration, etc.) – needed when increasing the amount of the charter capital or changing the proportion of shares of the shareholders
• a document (agreement, inheritance certificate, court decision, etc.) confirming the transfer of shares – needed when transferring shares from a shareholder to another shareholder
• a separation balance sheet, a transfer act, etc. – needed for company reorganization

An application to register the changes will be processed after the payment of a state fee.