November 1, 2022
Procedure for Obtaining the Prior Consent of the Antimonopoly Authority
Table of Content
2. Criteria for qualifying a transaction as requiring prior consent
3. By whom and where documents are submitted
4. Application and document submission methods
5. Required documents and their format
6. The amount of the application fee
8. Grounds for refusal to grant the consent of the AMC
Before acquiring participatory interest (shares) in a legal entity of the Republic of Uzbekistan, the parties to the transaction need to check whether this transaction meets the criteria for qualifying the transaction as requiring the prior consent of the Committee for the Development of Competition and Consumer Protection of the Republic of Uzbekistan (hereinafter, Antimonopoly Committee or AMC). This article describes a detailed procedure for obtaining the prior consent of the AMC.
- Law of the Republic of Uzbekistan No. ZRU-319 of 6 January 2012 “On Competition”;
- Resolution of the Cabinet of Ministers of the Republic of Uzbekistan No. 86 dated 1 March 2022 “On approval of the Unified Regulation on procedures for issuing Individual documents of a permissive nature through a special electronic system” (Annex 12).
2. Criteria for qualifying a transaction as requiring prior consent
Prior consent of the Antimonopoly Committee for transactions involving the acquisition of shares in a limited liability company is required if a person or group of persons acquires more than 33.33% of the shares in the charter fund (charter capital) of a company registered in Uzbekistan, and if one of the following factors is present:
– the investor’s balance sheet asset value for the last calendar year exceeds 250,000 times the base calculation value (1 BCV = 412,000 UZS ≈ USD 34.33), or approximately USD 8.5 million; or
– the investor’s revenue from sales of goods for the last calendar year exceeds 250,000 times the base calculation value (1 BCV = 412,000 UZS ≈ USD 34.33), or approximately USD 8.5 million; or
– the target’s balance sheet asset value for the last calendar year exceeds 250,000 times the base calculation value (1 BCV = 412,000 UZS ≈ USD 34.33), or approximately USD 8.5 million; or
– the target’s revenue from sales of goods for the last calendar year exceeds 250,000 times the base calculation value (1 BCV = 412,000 UZS ≈ USD 34.33), or approximately USD 8.5 million; or
– the combined balance sheet asset value of the investor and the target for the last calendar year exceeds 500,000 times the base calculation value (1 BCV = 412,000 UZS ≈ USD 34.33), or approximately USD 17.0 million; or
– the combined revenue from sales of goods of the investor and the target for the last calendar year exceeds 500,000 times the base calculation value (1 BCV = 412,000 UZS ≈ USD 34.33), or approximately USD 17.0 million.
Prior consent of the Antimonopoly Committee is not required for:
– acquisition of shares (interests) by investment intermediaries for the purpose of subsequent resale;
– transactions involving acquisition by an individual of shares (interests) in the charter fund (charter capital) of a business entity, if at the time of submitting the application such individual does not hold more than 25 percent of shares (interests) in the charter fund (charter capital) of any business entity;
– transactions carried out pursuant to a decision of the President of the Republic of Uzbekistan;
– establishment of a new entity;
– acquisition of own shares (interests);
– transformation (reorganization) of a legal entity without changing the size of its charter capital;\
– purchase of shares by investment intermediaries for resale.
3. By whom and where documents are submitted
The applicant can be legal entity buying participatory interest (shares) in the company. At the same time, it can be the following persons:
- Individuals and legal entities – residents of the Republic of Uzbekistan;
- Individuals and legal entities – non-residents of the Republic of Uzbekistan.
4. Application and document submission methods
Individuals and legal entities – residents of the Republic of Uzbekistan can apply for prior consent both in person and online, using. electronic digital signature (EDS). To submit an application in an appearance form, the applicant is required to contact the Center for Public Services (“CPS“) with a package of documents and an application. It is worth noting that, unfortunately, not all CPS employees will be able to help with this procedure. Moreover, many of them do not even know about the existence of such a procedure.
Accordingly, due to the fact that online filing of documents requires the presence of the applicant’s EDS, a foreign citizen (in the absence of an EDS) or a foreign legal entity will not be able to submit documents online, so it will need to be done only by contacting the CPS. At the same time, if a foreign applicant does not have the opportunity to submit documents himself, he can appoint a representative, who, in turn, when providing a duly executed power of attorney to a CPS employee, will be able to submit documents on behalf of the applicant.
5. Required documents and their format
The applicant must provide the following documents:
| No. | Name of the document | Form | Legalization/Apostille | Language | Comments |
| 1 | Application | The information is provided in the form of a simple letter in any form | Not required | National or Russian | If the Applicant is an individual, the following information is attached to the Application:
– Full name; – PINI – phone number; – email; If the applicant is a legal entity, the following information is attached to the Application: – Name; – TIN; – Legal address; – Date and place of state registration; – Name of the servicing bank and account number; – phone number; – email. |
| 2 | Information about the applicant’s participation in the authorized capital of other legal entities (including foreign companies) | The information is provided in the form of a simple letter in any form | Not required | National or Russian | The name of the legal entity is indicated. Subject, type of activity, TIN and the size of the participatory interests or number of shares are indicated. |
| 3 | Information on the composition of the founders (participants) of the applicant and on the size of the participants’ shares/participatory interest in the authorized capital of the applicant (for legal entities) | The information is provided in the form of a simple letter in any form | Not required | National or Russian | The size of the participatory interest and number of shares and its nominal value are indicated. |
| 4 | Information about the types of activities carried out by the applicant | The information is provided in the form of a simple letter in any form | Not required | National or Russian | |
| 5 | Information on the names and volumes of goods produced and sold by the applicant for the last two (2) years preceding the date of submission of the application by the Applicant, or, if the activity is less than two (2) years, then for the entire period of activity | The information is provided in the form of a simple letter in any form | Not required | National or Russian | If the applicant carries out activities only for the provision of services, then data on the volume of sales of services for the last 2 years are provided according to statistical reports. |
| 6 | Financial statements of the applicant (Form 1 and 2) and statistical statements of the applicant for the last two (2) calendar years | Not required | National or Russian language. In case of translation, its notarization is required | ||
| 7 | Information about the composition of the group of persons in which the applicant is included, indicating the reasons for including persons in the group. | The information is provided in the form of a simple letter in any form | Not required | National or Russian | |
| 8 | Extract from the register (for legal entities) | Required | National or Russian language. In case of translation, its notarization is required | ||
| 9 | Information about the company in which it is planned to purchase participatory interest/shares | The information is provided in the form of a simple letter in any form | Not required | National or Russian | The name, TIN, legal address, telephone number, e-mail, the number (size) of participatory interest (shares) acquired by the applicant, the composition of the founders (participants) and information about the size of their shares in the authorized fund are indicated. |
| 10 | Information about the participation of the Target Company in the authorized capital of other legal entities: | The information is provided in the form of a simple letter in any form | Not required | National or Russian | The name of the household is indicated. Subject, type of activity, TIN and the size of the participatory interest or number of shares. |
Taking into account that foreign financial statements consist of a large number of pages, we recommend preparing scanned versions of the reports before filing. In addition, it is important to take into account the file sizes, in particular, to reduce them to a minimum, because otherwise the system will not accept documents.
6. The amount of the application fee
The investor pays a fee for consideration of the application in the amount of 0.05 percent of the revenue (in the absence of revenue – the book value of assets) received by the parties to the transaction from the sale of goods in the last calendar year, but not less than 7 and not more than 1000 times the amount of the base calculated amount. The initial payment can be made in the amount of 7 of the base calculated amount, and the AMC will review the amount during the application process.
Here it is essential to draw attention to some technical problems that may appear when making a payment. According to the legislation of the Republic of Uzbekistan, all payments for fees and duties must be made in the national currency of the Republic of Uzbekistan. Thus, foreign companies that do not operate on the territory of the Republic of Uzbekistan face the problem of paying the fee, since they do not have bank accounts on the territory of Uzbekistan, which leads to the need for third parties to pay the fee.
In addition, unfortunately, not all banks in Uzbekistan are adapted to this surcharge. In particular, not every bank’s system automatically displays the relevant data when entering a personal account, which leads to the impossibility of making a payment.
The AMC reviews the documents and the application within 8 working days after payment of the fee.
If there are reasons why the transaction leads or may lead to a restriction of competition, including by creating or strengthening a dominant position in the commodity or financial market, the AMC may extend the period of consideration of the application for a maximum of one month by sending a notification with a clear indication of the established grounds. The consent of the AMC is valid for 1 year from the date of issue.
8. Grounds for refusal to grant the consent of the AMC
The grounds for refusal to grant the consent of the AMC are:
- if the applicant has submitted an incomplete package of documents required for the issuance of a permit document;
- if the applicant does not comply with the requirements and conditions for the issuance of consent;
- if there is incorrect or distorted information in the documents submitted by the applicant;
- in case of a justified negative conclusion based on the results of research, inspections or other scientific and technical assessments that must be carried out in accordance with the legislation.
It is not allowed to refuse to issue a document of a permissive nature on other grounds, including for reasons of its inexpediency.