Securities businesses in Uzbekistan: licensing and regulation

Professional securities-market activity is not every purchase of shares by a company or individual. The law assigns specific roles: an intermediary executes client instructions, an adviser provides professional analysis, a trust manager manages transferred assets, an investment fund raises investors' money, and an organizer operates an over-the-counter trading venue. Each role has its own market-entry and supervision regime.

New regulations have governed licensing for investment intermediaries, trust managers and OTC-trading organizers since 1 July 2026. An investment adviser starts through notification, while the investment fund itself needs no separate licence. The first task is therefore to classify the actual service rather than choosing a procedure from the company's name.

In brief:

• Article 24 lists five professional roles: investment intermediary, investment adviser, investment fund, trust manager of investment assets, and organizer of OTC securities trading in the statutory list;
• an intermediary and trust manager require an NAPP licence and, from 1 July 2026, at least 1.320.000.000 UZS (3,000 BRV) of cash charter capital for each combined licensed activity;
• an investment adviser uses the notification regime and needs at least UZS 50 million of own funds;
• an OTC-trading organizer requires a licence and at least 2.552.000.000 UZS (5,800 BRV) of charter capital;
• the National Agency of Perspective Projects (NAPP) licences, registers and supervises market participants within its authority.

Updated: 05 September 2026

Professional activities and brokerage

What professional activities does the law recognize?

The service actually performed determines the status. The principal classification appears in the statutory list of the Securities Market Law.

A transfer agent receives, processes and transmits documents concerning the system for recording rights to securities in the transfer-agent rule. The function remains defined in the law, although it was removed from the five-item list in 2021. An adviser providing transfer-agent services to issuers may not simultaneously act as an investment intermediary in the combination restriction.

Who needs a brokerage licence and how is it obtained?

“Brokerage licence” commonly means the licence of an investment intermediary. An intermediary executes a client's securities instructions. A trust manager instead makes decisions within the management mandate. An ordinary agency or consultancy agreement cannot avoid the applicable regime when the service is substantively brokerage or asset management.

The same licensing regulation has covered both roles since 1 July 2026. The applicant must be a legal entity. Cash charter capital for each licensed activity must be at least:

The amounts are cumulative when licensed activities are combined. The applicant must also satisfy mandatory financial ratios, obtain the Central Securities Depository's opinion on its software and electronic connectivity, appoint an employee for internal transaction accounting, and appoint a separate controller. The head needs relevant higher education and at least two years of qualifying experience; specialists and the controller must meet NAPP qualification requirements in the licensing conditions.

Example. A company plans to combine intermediation and trust management from 1 September 2026. The minimum is 3,000 BRV + 3,000 BRV = 6,000 BRV, or 2.640.000.000 UZS. From 1 July 2027, the same model will require 4,000 BRV + 4,000 BRV = 8,000 BRV, or 3.520.000.000 UZS.

The application is electronic. The file includes corporate and bank details, the ownership and management chain through to ultimate beneficial owners, information on officers and specialists, and evidence of technical readiness. Foreign founders and officers must supply legalized or apostilled criminal-record documents for the specified offences, accompanied by a notarized translation into the state language in the document list.

The entire procedure is 20 business days: up to 15 days for the expert opinion, four days for the decision and one day for notice. There is no application-review fee. After approval, the licence duty must be paid within 30 days using the details in the notice; otherwise the approval is cancelled under the licensing schedule. The current statutory duty table does not state a separate rate for intermediaries or managers, so the amount should be verified from the NAPP notice rather than copied from superseded rules.

A licensed commercial bank may act as an intermediary and trust manager without a separate securities-market licence. An insurer may act as an intermediary on the same basis. The exemption from a second licence does not disapply the operational requirements under the bank exception.

How does an investment intermediary serve a client?

The intermediary must keep client money and securities in accounts segregated from its own, maintain separate records for each client, execute transactions under the client agreement, and report on them. It must execute instructions honestly in the order received; client instructions have priority over its proprietary dealer trades. It must disclose a conflict of interest in the intermediary rules.

The agreement defines the brokerage and depositary services, submission of instructions, reporting, fees and termination. The statute permits electronic instructions and combines intermediation and depositary services in one agreement. The agreement runs for one year and renews automatically unless the parties arrange termination in the client-agreement rules.

Rules effective since 22 December 2025 specify that the intermediary performs underwriting, market-making and depositary operations under their dedicated regulations in the operating rules. A client should therefore check the public register, the precise scope and status of the licence, how instructions are authenticated, and the account on which assets are recorded.

Advisers, funds and market infrastructure

How does the investment-adviser notification work?

An adviser may analyse the market and its participants, advise on the issue, placement and circulation of securities, provide transfer-agent services, and train securities-market specialists in the adviser rules. Producing a recommendation does not authorize the adviser to control client assets: only an intermediary or trust manager may transact at the client's expense under the relevant agreement.

Since 1 July 2026 an adviser starts through an electronic notification. It must have at least UZS 50 million in own funds, electronic connectivity, an internal-accounting employee, a controller, officers and specialists meeting the qualification rules, and copyright evidence when it uses its own software in the adviser requirements. Notification is still a regulated status: NAPP records it in the register, monitors compliance remotely and may take measures for breaches.

A change of name or registered address, or the opening of a branch or representative office, must be reported within 10 business days. NAPP reissues the confirmation within one business day in the reissue rule. In practice, an adviser should separate general information from a personalized recommendation and record the data, assumptions, conflicts and opinion delivered to the client.

Example. If an adviser has UZS 48 million of own funds, the shortfall against the minimum is UZS 2 million: 50 million − 48 million = 2 million. Filing a notification does not replace this condition, so the shortfall must be corrected before activity starts.

How do trust management and investment funds differ?

A trust manager acts in its own name for a defined period but in the interest of the asset owner or a beneficiary named by that owner. The mandate may cover securities and money intended for investment in securities in the management rule. The agreement should establish authority, strategy limits, remuneration, reporting and return of the property.

The licence capital threshold is the same as for an intermediary. A separate ongoing own-funds standard also links a non-bank manager's own resources to the average annual value of assets under management. Checking charter capital alone therefore does not establish continuing financial compliance under the current rules.

An investment fund is a joint-stock company that issues shares to raise money and invest in investment assets. The fund itself does not need a separate licence, but NAPP regulates it and a professional trust manager manages its assets. A fund may not combine its activity with other business in the fund rules.

What do the trading organizer and depositary system do?

An OTC-trading organizer must operate an electronic trading system, provide arrangements guaranteeing performance of trades, maintain admission, quotation and disclosure rules, preserve confidentiality, and counter manipulation. Its minimum cash charter capital is 2.552.000.000 UZS (5,800 BRV) in the licensing conditions.

NAPP decides the application in 20 business days and charges no review fee. The licence duty is 1.760.000 UZS (4 BRV) and must be paid within 30 days after approval under the licensing schedule.

Example. An organizer with 5,500 BRV of capital is 300 BRV short of the threshold: 5,800 − 5,500 = 300 BRV, or 132.000.000 UZS. The 1.760.000 UZS licence duty is paid separately and does not form part of charter capital.

The Central Securities Depository and accounting organizations record rights. When performing depositary operations, an intermediary records the quantity and nominal value of each depositor's securities and any encumbrances, retains primary documents, and issues depo-account statements in the depositary rules. Enforcement for debts of an intermediary or the Central Depository may not be directed against client money and securities held in segregated accounts under the asset-protection rule.

Internal controls and supervision

Which internal documents and controls are required?

An operating file normally needs to cover:

• receipt, registration, priority, execution and cancellation of client instructions;
• the client agreement, questionnaire, report, statement and conflict notice;
• separate accounting for client money and securities, access rights and reconciliations;
• internal control, the controller's independence and a breach log;
• AML/CFT/CPF controls, client and beneficial-owner identification, risk profiles and suspicious-transaction reporting;
• information security, backups, business continuity and Central Depository connectivity;
• disclosure, retention, complaint handling and contract termination.

The precise package depends on the role. General internal-control rules require the controller to monitor the law and internal documents, examine complaints and alert management to breaches in the internal-control rules. The current sector AML rules require customer and beneficial-owner checks, detection of suspicious operations and documented controls in the AML control rules. The separate guide to anti-money laundering obligations explains that system in detail.

Price manipulation and misuse of inside information are prohibited by the statutory prohibitions. Controls should address employee personal dealing, related parties, unusual or coordinated instructions, client-order priority and the accuracy of disclosures.

How does NAPP supervise participants?

NAPP may conduct remote and on-site controls, request documents and information, issue binding remedial decisions and take licensing measures. Under the 2026 regulations, it may suspend a licence for up to 10 business days and apply to court for longer suspension or annulment under its control powers.

A licensee changing its name or address or undergoing reorganization must apply for reissue within five business days after re-registration. NAPP has no more than five business days to reissue the licence under the reissue rules. A transfer of equity, including to a non-resident, and a change of the director or deputies require regulatory approval in the licensing conditions.

NAPP decisions and actions may be appealed under the appeal rule. A participant should maintain a central register of regulatory requests, name the official responsible for each response and preserve evidence that every finding was corrected. The general inspection framework is covered in the guide to business inspections.

What changed in 2025–2026?

• Rules registered as No. 3728 have governed investment-intermediary operations since 22 December 2025, replacing the former act under the order.
• Regulations Nos. 3850 and 3851 took effect on 1 July 2026 for licensing intermediaries, trust managers and OTC-trading organizers. They introduced the new capital schedule, 20-day procedure and no review fee under the regulations.
• On the same date, investment advisers moved to notification with UZS 50 million of own funds and an electronic register under Regulation No. 3852.
• New sector AML rules take effect on 15 October 2026. Until then, the 2009 rules remain applicable; the future rules must not be treated as already effective under Regulation No. 3898.

Frequently asked questions

Can an individual obtain a brokerage licence?

No. A professional participant must be a legal entity, and the licensing conditions require an organization with charter capital, officers, specialists, internal accounting and a controller. An individual may invest through a licensed intermediary but may not offer brokerage in their own name in the statutory list.

How is a brokerage licence obtained in 2026?

Establish a legal entity, form at least 1.320.000.000 UZS (3,000 BRV) of cash charter capital, appoint staff meeting the qualification rules, obtain the Central Depository's technical opinion, and file electronically with full ownership disclosure. NAPP completes expert review and decision-making within 20 business days under Regulation No. 3850.

May intermediation and trust management be combined?

Yes, if the licence covers both and the restrictions are observed. The capital thresholds add together: from 1 July 2026, the combined model requires at least 2.640.000.000 UZS (6,000 BRV), because 1.320.000.000 UZS applies to each activity in the licensing conditions.

Does an investment adviser need a licence?

No. Since 1 July 2026 the notification regime applies. The adviser must nevertheless satisfy the own-funds, staffing, internal-accounting, control and technical requirements, and NAPP records its status in the notification register under Regulation No. 3852.

How can a client verify a professional participant?

Check the NAPP register, exact legal name and tax number, the type and status of the licence or notification, signatory authority, asset-accounting procedure and client-account details. A request to transfer client money into the intermediary's own operating account conflicts with the segregation rule in the intermediary rules.

Are client assets protected from the broker's debts?

The intermediary must separate client money and securities from its own accounts. Enforcement for obligations of the intermediary or Central Depository also may not reach client assets in segregated accounts. This addresses an infrastructure risk; it does not guarantee an investment's value or remove market risk under the asset-protection rule.

Related guides

• Licences and notifications
• Business inspections
• Anti-money laundering