February 3, 2019
Incorporation of Legal Entity in Uzbekistan
- Law of the Republic of Uzbekistan of 06.12.2001 No. 310-II “On Limited and Additional Liability Companies”;
- Resolution of the CM dated 22.09.20121 No. 595 “On measures to further improve the registration of taxpayers and simplify the Procedure for Reimbursement of value added tax”;
- Appendix No. 1 to the RCM of the Republic of Uzbekistan dated 09.02.2017 No. 66 “Regulations on the procedure for state registration of business entities”;
- Resolution of the Cabinet of Ministers dated 02.12.2020 No. 763 “On Amendments and Additions to the Resolution of the Cabinet of Ministers dated February 9, 2017 No. 66 ‘on measures to implement the Decree of the President of the Republic of Uzbekistan dated October 28, 2016 No. PP-2646 ‘On improving the system of state registration and registration of business entities'”.
Prior to the registration of company in Uzbekistan (the Uzbek Company) the founder must perform the following actions through the following steps:
Content of the POA:
The PoA shall grant the following rights:
- to sign documents on behalf of the Founder;
- to make the decision on establishing of the Uzbek Company;
- to appoint members of the governing bodies of the established Uzbek Company (including CEO and CFO);
- take other actions related to the registration of the Uzbek Company;
The Preamble of POA shall contain the following information:
- name of the principal (a foreign legal entity or individual);
- its location;
- size of authorized capital (for legal entity);
- legal form;
- registration date;
- term of activity and
- a person with the right to act on behalf of the company.
Format of the POA:
Please note that the PoA also must be apostilled or legalized by Uzbek Consulate in the country of registration of the founder. And subsequently translated into Uzbek or Russian language with the translators signature certified by a notarial officer in Uzbekistan. For the PoAs issued by founders originating from the CIS countries, an ordinary notarized PoA would suffice.
The PoA may be issued to a person appointed by the Founder for further management of the company. The person to whom the power of attorney was issued cannot appoint himself as the head of the established company. If the Founder plans to appoint his attorney (the holder of the PoA) as the head of the company, then the Founder will have to also issue a special decision to be produced in the same format as the Extract from the Trade Register and the Power of Attorney (see above).
Presumably, it will be a limited liability company (LLC or Company).
A company may not have as a sole participant another company consisting of one person, except for the cases when its only participant is a joint-stock company consisting of one shareholder.
The founder must reserve the name of the Uzbek Company. When reserving a name, you can offer five (5) variants of the name of the contemplated company and the online system will reserve one of them in order of priority.
It is very important to take into account that recently was introduced a procedure for obtaining PINFL (personal biometric identification number for receiving public services) for a representative of a legal entity that will receive public services in Uzbekistan. It will not be necessary to obtain PINFL if your lawyers in Uzbekistan receive a power of attorney to carry out state registration of the company.
The founder must determine a person who would head the contemplated company.
If a non-resident is to be appointed as the head of the Uzbek Company, he or she will have to obtain work permit for the employment permit within 3 months after being appointed.
The founder must determine a person or a legal entity to perform functions of the accountant of the Uzbek Company. If the accounting to be outsourced to a third party firm, the latter must nominate a person who will individually participate in opening bank accounts of the Uzbek Company and act as a financial officer of the Uzbek Company with the right of second signature and according be ready to execute the Uzbek Company’s banking card with specimen of signatures of the officers authorized to manage the Uzbek Company’s bank account and funds.
The founder (or lawyers) must collect a letter of declaration of office premises from a potential land-lord or make a preliminary agreement on the office premises for the Uzbek Company for use as its official legal address after the registration. In practice for the purposes of registration the founder needs to have cadaster number of (leased or owned) immovable property. At the same time, legal entities, within ten days from the date of state registration, must register with the state tax authorities the lease agreement, failure to fulfill this condition is the basis for recognizing the legal entity as absent at the location indicated by it.
The Founder must determine all and main types of economic activity which the Uzbek Company will be performing. The selection shall be based on the data from the Official State Classifier of Types of Economic Activity of Uzbekistan) (OKED).
The founder must choose the bank in which the LLC will open its main bank account and agree with the bank on the terms of cooperation, plans for foreign exchange and cash turnover demands.
The registration is currently performed through the Automated State Registration System (the System) or by visiting (attendance) of the relevant registering office of the System in the appropriate administrative territory and includes the following steps:
- reserving and (registering) name of the Uzbek Company;
- elaboration of the Uzbek Company’s foundation documents (Shareholders’ Agreement or Sole Founders’ Decision and the Charter);
- payment of the state registration fee for the incorporation of the Uzbek Company;
FIRST visit to the System office:
- filing the hard-copy originals of the foundation documents (one original of each) of the Uzbek Company and
- power of attorney issued to the authorized representative of the founder (parent company) or a contract;
- the System officer:
- fills-in the on-line registration form and prints it out for further execution by the Uzbek Company’s representative;
- scans and uploads all filed documents and returns the originals to the applicant;
- issues a certificate of registration of the Uzbek Company and hands over to the founder (representative) one registered original of the foundation document.
The process takes near 30 minutes.
State registration with the above body includes simultaneous registration of the Uzbek Company with the taxation and statistics bodies of Uzbekistan.
The reservation of the name of the Company could be made either through internet (if the whole process of registration is made via use of electronic signature) or at the System office. After reservation of the name of the Company the founder (or its representative) can prepare
The founder must (a) find out a suitable office premises for the lease by the Uzbek Company; and (b) obtain from the land-lord a letter of guarantee (declaration) of office premises after the registration of the Uzbek Company. Such letter must be accompanied with copies of documents evidencing the land-lord’s ownership of the premises preserved for the Uzbek Company.
At first step, your party will have to present to your lawyers the following information relating to the Uzbek Company:
- Full name and abbreviated name of the Uzbek Company.
- Legal (mailing address) of the Uzbek Company.
- Information on affiliates of the Uzbek Company (if any).
- Objectives of the Uzbek Company (not to be confused with types of economic activity). Could be any within the business sphere.
- Types of proposed (subject) business (economic) activities of t the Uzbek Company.
- The size of the Charter fund/capital (could be formed with property or money) the Uzbek Company.
- Contributions to the Charter fund of the Uzbek Company:
- type of contribution (property or property and non-property rights);
- the size of the contribution ;
- procedure for making a contribution;
- ways to make contribution;
- terms of making contributions to the Charter capital of the Uzbek Company.
- Structure of governing bodies:
- Two-tier management – general meeting of participants and executive body management- general meeting of participants, supervisory board and executive body or
- Three tier management– general meeting of participants, supervisory board and executive body.
- Structure of the executive body:
- collective (decisions are made by voting of the members); or
- sole manager (in his absence acts another officer holding PoA).
- Full name s of the following members of governing bodies:
1) General Director / Director, 2) Deputy General Director; 3) Financial Director; 4) Chief Accountant – for the collective executive body; or
2) General Director / Director of the Uzbek Company
- for sole executive
- Whether an Audit Commission to be formed in the Uzbek Company or the Auditor to be elected, then the full name of persons elected to this body.
- Will the Internal Audit Service be established in LLC?
If yes, then determine the quantity of members and appoint the candidates
- Photocopies of passports of the General Director /Director and Chief Accountant of the LLC (for submitting to the district tax authority).
- Sample (sketch or text) of the round stamp and rectangular stamp of the LLC. Could be drafted by your local counsel.
- What languages will be the working for the LLC?
- In what languages should constituent documents be prepared (the Charter, the Founder’s Decision):
- Uzbek (state) and English; or
- Uzbek (state) and Russian.
At second step, you lawyers will elaborate:
- The Decision of the Founder, which shall contain the following:
- on approval of the Charter of the Company;
- on approval of the monetary value of contributions made by the founders of the Company;
- on approval of the head of the Company;
- on approval of the Company accountant.
- The Charter
The Decision could be executed by the Founder or it authorized representative acting on the basis of the POA.
The Decision of the Founder must address the following matters:
- Appointing of an authorized representative with the right of execution and filing of all the documents required in the course of incorporation of the Uzbek Company;
- Determining composition of the management organs of the Uzbek Company;
- Approval of the Charter of the Uzbek Company; and
- Appointment the CEO and CFO of the Uzbek Company.
Please be advised that the Decision of the Founder in relation to setting up a subsidiary legal entity in Uzbekistan jurisdiction (the Uzbek Company) (the Decision of the Founder) could be made directly or through a representative.
The Decision of the Founder made directly by the Founder
If the Decision of the Founder is made directly by the Founder, it shall be made abroad and shall be then apostilled or legalized and accompanied with the certified and notarized translation for further filing to the registering organ.
The Decision of the Founder made through proxy (holder of the PoA)
If the Decision of the Founder is made by a proxy (a holder of PoA), the holder of PoA (any person including one of your appointed local lawyers) shall be vested with the above powers. The draft PoA for acting on behalf of the Founder is normally drafted by local lawyers.
State fees and third party payments:
i) state registration fee for registration of the LLC – 50-100 USD (depending on the form of registration);
ii) ordering corporate rubber stamps (total of 2) – from 20 to 40 USD depending on the type of ordered equipment; and
iii) registration with tax organ, statistics organ, pension fund and other state registrations – all are at no cost and performed as a single action in parallel with state registration of legal entity.
- Period of time required for establishment of a legal entity in the form of LLC
Registration of legal entity in Uzbekistan with the Registration Body shall be made within 30 minutes. Period of time required for incorporation of a legal entity in average consumes from 10 to 30 calendar days.
 This is a certification by the notary public of the signature of the qualified translator.
 Paragraph 5 of Article 7 of the Law of the Republic of Uzbekistan on Limited Liability and Additional Liability Companies.