The laws of the Republic of Uzbekistan (‘RUz’) provide for several options of doing business, including:

• Individual Entrepreneurship and self-employed persons.
• Representative office of a foreign legal entity.
• Permanent establishment of a foreign legal entity.
• Legal entity in various forms.
• Which form is best to choose, and what steps need to be taken to register? Individual Entrepreneurship (IE)and self-employment as an option for foreign nationals.

IE for foreigner

Both individuals – citizens of RUz and foreigners can register as an individual entrepreneur in Uzbekistan. IEs are allowed to engage in limited activities including retail trade, domestic services, handicrafts and others (full list).
Steps for registration. Online registration of IE is carried out through the online platform (new.birdarcha.uz) of the unified portal of interactive public services (‘EPIGU’).
To access this platform, a foreigner should obtain an electronic digital signature (“EDS”) at e-imzo.uz and register at id.gov.uz. 
The foreign applicant may also register at the Centre for State Services of the Republic of Uzbekistan (“State Registrar”). For this purpose, it is sufficient to provide his/her passport and information on his/her place of residence in the territory of RUz.
Required information. In filling out the application, the foreigner will also need to provide the following information:
·       Personal Identification Number of Physical Entity (‘PINFL’), which should be obtained independently in person or through his/her authorised person by power of attorney, at the State Registrar.
·       Taxpayer Identification Number (‘TIN’), which can be obtained on the EPIGU online platform.

Self-employed

Self-employed persons can be individuals, including foreigners, who independently carry out activities aimed at generating income. The Self-employed submit an application at the State Tax Service, via a special mobile application (SOLIQ) or via the taxpayer’s personal account in the electronic system of the Tax Committee. The application can also be submitted through the EPIGU or by visiting the tax authority in person.  A foreigner must also have an EDS to submit the application.
The application form should contain the following information:

• PINFL
• self-employed person’s address;
• mobile phone number and other contact information of the self-employed person;
• types of activities (works, services) for self-employed persons.

There are limited activities that the self-employed can engage in, which includes online counselling, social media activities, recruiters and others.  (see full list).

Representative Office or branch of the foreign company in RUz

Uzbek law   differs between a representative office and a branch lies in their activities:

• A representative office acts on behalf of a foreign company to conduct transactions and other legal actions but is not authorised to engage economic and commercial activities (with the exception of a representative office of a foreign airline).
• A branch, on the other hand, can perform the same functions as a representative office and also engage in income-generating activities, similar to its parent company.

Steps for registration for a representative office.  A foreign company interested in having a representative office in the territory of RUz submits an application for accreditation in the form prescribed by law to the State Registrar or through the online platform of the EPIGU system. Unlike the registration of other forms, to apply for accreditation of a representative office, the applicant’s EDS is not needed.

Required documents for accreditation
The following documents must be attached to the application:

• Documents of incorporation (charter, memorandum of association) of the foreign company;
• certificate of state registration or extract from the trade register, trade licence;
• a power of attorney issued to the head of the representative office;
• Regulations on the representative office certified by the head of the foreign company.

All documents of a foreign company establishing a representative office must be legalised (apostilled) and submitted with a notarised translation into Uzbek or Russian. Foreign nationals recruited by the mission must also be accredited. The application can also be submitted online.

Duration and validity of accreditation. The process of accreditation usually takes 5 working days from the date of submission. Accreditation of a representative office of the foreign company is carried out for a period of one to three years, with the possibility of extension.

Branches

Legal entities of RUz have the right to establish and open their branches throughout the country. However, the legislation lacks a separate legal mechanism for registration of branches of foreign commercial entities. Therefore, in order to carry out commercial activities in Uzbekistan, a foreign company can register a legal entity or a PE (Permanent Establishment).

Commercial Legal Entities

Uzbek legislation allows the incorporation of the following types of legal entities:

• Limited Liability Company (LLC) and Additional Liability Company (ALC).
• Business partnerships (in the form of general partnership, limited partnership);
• Joint Stock Companies (JSC).

The two most common forms are Limited Liability Company (LLC) and Joint Stock Companies (JSC).

LLC Registration

LLC is a commercial organisation, the founders of which can be individuals and legal entities, both residents of RUz and foreigners.

• Charter capital

Participants themselves determine in the charter the amount of the charter capital, which consists of the nominal value of participatory interest. There are no minimum requirements for the charter capital, but it may be defined in licensing requirements (for non-banking credit institutions, insurance activities, etc.)
State registration of LLCs is also carried out through the online platform EPIGU – new.birdarcha.uz or in person at the State Registrar.
Required Documents for LLC Registration (Foreign Participation):

• Application for registration (submitted online);

Documents required from the foreign founder:

• Certificate of registration or extract from the place of registration, confirming the activity, name, composition of participants and persons authorised to sign;
• Power of attorney for a representative;
• if the founder is a physical person, a copy of passport or other document certifying the identity of the foreign founder;
• Beneficiary’s PINFL issued in RUz

Documents for foreign participants shall be legalised with an apostille, with notarised translation into Uzbek and Russian languages.
Information on the LLC:

• LLC founding documents (charter and founding agreement (if available);
• The decision of the participants incorporating and approving the charter;
• LLC address with cadastral number of (leased or owned) immovable property.
• Information on the director of LLC
• Director’s passport;
• PINFL (for foreiners).

Automatic registration of LLC is carried out in real time and takes no more than 30 minutes from the moment of application submission. Also, LLC participants may have from one up to 50 (fifty) individuals and/or legal entities as participants. In case of exceeding the number of participants (more than 50), the LLC must transform into a JSC within a year.

Registration of JSC

Similarly, to LLCs, Joint Stock Companies may be established by both individuals and legal entities, including non-residents. A single founder issues a resolution to establish the JSC, while multiple founders must sign a founding agreement. The JSC is required to issue ordinary shares and is also entitled to place preference shares, with the nominal value of placed preference shares not exceeding 25% of the JSC’s charter capital. The placement methods of shares are determined by the JSC’s charter, and may be either by open subscription through public offering or by private subscription through private placement. The nominal value of shares shall not exceed 5,000 soums (0.4 USD).

• Charter capital. Similar to LLCs, JSCs do not have a minimum charter capital requirement. The period of formation of the charter capital should not exceed one year from the date of registration
• Registration of JSCs is also carried out through the online platform new.birdarcha.uz or in person at the State Registrar. To establish the JSC, the same documents are provided as for an LLC as described above, in particular:
• Application;
• Legalised extract from the founder’s registration (if a legal entity) or passport (if an individual), with notarized translations into Uzbek and Russian;
• Constituent documents, such as the charter, resolution, or founding agreement.
• The online registration for both LLC and JSC takes 30 minutes from the moment of application submission

Additional Considerations

Permanent Establishment. Full or partial implementation of entrepreneurial activity by a foreign entity in the territory of RUz may lead to the creation of a PE. For this purpose, a foreign company needs to register a PE in RUz. The status of PE does not imply the existence of a legal form and legal presence of a foreign company in RUz. Nevertheless, the status of a PE gives basic opportunities to conduct business activities (with few exceptions). The Uzbek Tax Code lists specific activities/criteria that fall under the concept of a PE, which includes any place of management, place of production, place used as a retail outlet and others.
Steps for registration. PE registration is carried out online through the electronic system of the Tax Committee of RUz  (PE registration).  
List of documents and information for PE registration. In addition to the general information on the PE, the system also requests the following

• registration certificate of the foreign company, translated into Uzbek or Russian and notarised,
• power of attorney for the director of the PE, including his passport details,
• details of the contract leading to the creation of the PE, namely, the TIN of the counterparty, the terms and amount of the contract.

The application review and approval process takes 2-3 days.

IT Park residents

Also, it is worth mentioning the benefits for residents of the IT Park.The Technology Park for Software Products and Information Technologies (‘IT Park’) in Uzbekistan is special economic zone that provides its residents certain tax benefits, such as:

• Income tax 7.5% instead of 12%;
• Tax on dividends – 5% (if the export share in total income exceeds 50 %)
• Exemption from all other types of taxes and other payments (excluding VAT);
• Exemption from customs payments (except for customs duties);

IT Park resident, has the right to:

• to pay dividends and salaries to foreign founders and specialists in foreign currency;
• attract foreign specialists without obtaining confirmation of the right to carry out labour activity on the territory of RUz;
• to carry out activities with the use of a virtual office;
• export works and services for foreign currency through online shops on the Internet without an export contract.

Requirements for obtaining the IT park resident status, are as follows:

• Registration of a legal entity on the territory of the Republic of Uzbekistan;
• availability of economically justified business plan;
• implementation of the type(s) of detail in accordance with the established list  (full list).

Steps of registration.The applicant submits an application in the approved form to the Directorate of the IT Park with attachment of all necessary documents (business plan, etc.). The timeframe for reviewing the documents and making a decision on registration is not more than 15 working days.

The process of setting up a business in Uzbekistan has become very convenient and straightforward, but nevertheless there are many nuances and pitfalls at every stage of the process. Whether it is the preparation of draft documents, the registration procedure itself or post-registration actions.
The information provided on our website is of a general nature only and is intended to familiarize you with the matters of your interest. 
The effect and application of laws may vary depending on the specifics of your particular situation. Due to the changing nature of laws, regulations and norms, you should not rely, for legal advice, on statements or representations made within the Website. If you need legal advice upon which you intend to rely during your legal affairs, please consult us.
We are here to provide guidance, consultation, and legal support at any stage of this process.
 
Faringiz Karimova