June 11, 2024
Comparative analysis: PE, RO and LLC
Representative Office (RO) | Permanent Establishment (PE) | Limited Liability Company (LLC) | |
Organizational form | · is not a legal entity. | · only confirms the registration of the foreign legal entity as the tax resident of Uzbekistan;
· is not a legal entity. |
· is a tax resident (taxpayer);
· Is a legal entity. |
Difficulties with opening | · presence of a contract with the Uzbek side is NOT required;
· KYC verification is present, therefore, in rare cases, accreditation may be denied (for reasons of insufficient grounds for accreditation). |
· requires a contract with an Uzbek party (cannot be registered before conclusion of the agreement between the foreign legal entity and the Uzbek side);
· technical procedure (if there are grounds; · no KYC category verification. |
· technical procedure;
· no verification of the KYC category by the registration authority. |
Personal Identification Number of a Natural Person | If the representative is a foreign citizen:
· power of attorney, legalized or apostilled (for countries participating in the Minsk or Chisinau Conventions, for example, the Russian Federation, a notarized certificate is sufficient); · copy of the representative’s passport; · photo with a resolution of 297×382 pixels. |
If the representative is a foreign citizen:
· power of attorney, legalized or apostilled (for countries participating in the Minsk or Chisinau Conventions, for example, the Russian Federation, a notarized certificate is sufficient); · copy of the representative’s passport; · photo with resolution of 297×382 pixels. |
If the representative is a foreign citizen:
· power of attorney, legalized or apostilled (for countries participating in the Minsk or Chisinau Conventions, for example, the Russian Federation, a notarized certificate is sufficient); · copy of the supervisor’s passport; · photo with resolution of 297×382 pixels. |
Main Documents | · application;
· incorporation documents of the commercial entity; · document confirming registration in the country of origin; · power of attorney of the commercial entity addressed to the head of the RO; · regulations on RO; · guarantee letter from a legal entity or an individual – the owner of a non-residential premises. |
· application;
· document confirming registration in the country in which this legal entity is established – a non-resident of the Republic of Uzbekistan; · copy of permits (if any); · power of attorney or other document (if any); · agreement (if any), the execution of which results in the formation of a PE. |
· power of attorney or other document (if any);
· decision of the founder; · charter; · samples of stamps; · office address or rental agreement (preliminary). |
Period of opening | · 10 work days. | · 3 work days. | · 1 work day. |
Cost | · Legal services -(at A&P – 1500 USD – without employee accreditation or 2000 USD – with accreditation of 1-2 employees);
· State duty – 1400 USD annually; · Translation of parent company documents – from 50 to 300 USD (depending on the number of pages); · Stamps- 20 USD. |
· Legal services -(at A&P – 1500 USD – in Tashkent or 2500 USD – in other regions);
· State duty – none; · Translations of parent company documents – from 50 to 300 USD (depending on the number of pages); · Stamps- 20 USD. |
· Legal services – (at A&P – from 1800 USD – in Tashkent);
· State duty (from 20 to 280 USD depending on the status); · Translations of parent company documents – from 50 to 300 USD (depending on the number of pages). · Stamps- up to 20 USD. |
Bank account opening | · the PO’s account in a local bank (in national and foreign currencies) can be used for administrative and organizational expenses of the PO (rent, equipment, services, personnel, advertising, marketing, etc.);
· all funds held in the representative office’s bank account must be provided and deposited by the parent legal entity. Such funds, if not exchanged and spent, can be easily transferred back to the parent company; · is able to make money transfers from a bank account when purchasing goods, works and services for the administrative expenses of the representative office. |
· PE’s account in a local bank (in national and foreign currencies) can be used for business purposes;
· is able to make money transfers from a bank account when purchasing goods, works and services for business purposes carried out through the PE. |
· LLC’s account in a local bank (in national and foreign currencies) can be used for business purposes;
· is able to make money transfers from a bank account when purchasing goods, works and services for economic activities carried out through a permanent establishment and receive funds (abroad) when selling (exporting) goods, works and services. |
Doing business | · cannot engage in any type of economic activity other than marketing (collection, processing and dissemination of information);
· business activities carried out through RO (except for sales) may lead to the emergence of a permanent establishment for tax purposes of a non-resident legal entity and, when carried out, lead to the withdrawal of accreditation; · cannot generate income; · there may be certain restrictions on the import of equipment, although there are no formal restrictions. Historically, a wider range of import rights has been granted to residents. |
· can carry out business activities;
· can carry out licensed activities and obtain permits; · there may be certain restrictions on the import of equipment, although there are no formal restrictions. Historically, a wider range of import rights has been granted to residents. |
· can carry out business activities;
· can carry out licensed activities and obtain permits. |
Business activities | · cannot buy/sell foreign assets on behalf of the parent company;
· cannot receive funds for such transactions; · can spend the funds received only on office expenses (including staff salaries); · cannot act as a payment agent. |
We assume that PE:
· can buy/sell foreign assets on behalf of parent company; · an receive funds from such transactions ; · can spend the funds received; · can act as a payment agent. (the above requires coordination with the servicing bank in Uzbekistan and with the tax authority, since the PE is usually makes transactions upon the contract it arose and was registered. We did not serve PE who did not have contracts in Uzbekistan). |
· can buy/sell foreign assets on behalf of the parent company;
· can receive funds; · can spend the funds received; · can act as a payment agent. |
Employment | · staff can be local and foreign;
· can import foreign labor within the reasonable needs of the office (usually up to 10 foreign employees); · foreign employees must obtain work permit (simplified procedure – up to 15 working days); · non-resident employees, if accredited, can enjoy the same rights as local residents: to purchase and sell assets, use and manage bank accounts in foreign and local currency; · state duty for the accreditation of a PO employee is 150 USD per year (repeated – 75 USD per year). |
· the staff can be local and foreign;
· there are no restrictions on the number of employees; · the import of foreign workers requires permits (the procedure for management personnel is simplified – up to 15 working days); · state duty for the import of one foreign employees is 900 USD per year (annually). |
· staff can be local and foreign;
· there are no restrictions on the number of employees; · the import of foreign workers requires permits (the procedure for management personnel is simplified – up to 15 working days); · state duty for the import of one foreign worker is USD 850 per year (annually). |
Taxes | · if there is no income generating activity, then only following payments are made;
· taxes on payroll of staff; · VAT on the purchase of goods, works and services; · other taxes payable by resident legal entities are NOT paid if there is no taxable activity. |
· income tax;
· VAT (Art. 237 of the Tax Code); · excise tax (Art. 283 of the Tax Code); · personal income tax (Art. 386 of the Tax Code); · social tax (Art. 402 of the Tax Code); · property tax (Art. 410 of the Tax Code); · land tax (Art. 425 of the Tax Code); · tax for the use of water resources (Art. 441 of the Tax Code). |
· income tax;
· VAT (Art. 237 of the Tax Code); · excise tax (Art. 283 of the Tax Code); · income tax of employees (Art. 386 of the Tax Code); · social tax (Art. 402 of the Tax Code); · property tax (Art. 410 of the Tax Code); · land tax (Art. 425 of the Tax Code); · tax for the use of water resources (Art. 441 of the Tax Code). |
Taxation regime | · maintains accounting records in Uzbekistan Accounting may be conducted abroad or outsourced to a third party;
· does NOT pay taxes (does NOT conduct business activity); · tax residency in Uzbekistan, in general, applies only to taxes on the salaries of employees of the PO. |
· PE does not fall under the list of direct accounting entities, but carries out accounting and reporting (i.e. tax reporting) in accordance with the legislation in Uzbekistan;
· obligations under the transaction concluded through the PE arise from the parent company. The parent company will not be subject to tax audit, only the activities of the PE may be subject to tax audit; · has simplified tax reporting. (a non-resident company (the parent company of PE) pays taxes only on income received from sources in Uzbekistan (including withholding tax) and some other taxes) |
· LLC falls under the list of accounting entities and carries out accounting and reporting (i.e. tax reporting) in Uzbekistan in accordance with the legislation;
· obligations under a transaction concluded through an LLC arise for an LLC. |
Termination | · liquidation procedure is not applicable;
· no formal procedure for termination; · may be terminated in compliance with mandatory requirements (in terms of assets, contractual obligations, financial reports, administrative requirements and employment obligations). |
· liquidation procedure is not applicable;
· no formal procedure for termination; · may be terminated in compliance with mandatory requirements (in terms of assets, contractual obligations, financial. reports, administrative requirements and labor obligations). |
· liquidation procedure is not applicable;
· no formal procedure for termination; · may be terminated in compliance with mandatory requirements (in terms of assets, contractual obligations, financial reports, administrative requirements and labor obligations). |