March 25, 2022

Registration Procedure of LLC: briefly and clearly

In this memorandum, we will briefly and clearly describe all the actions that need to be taken in order to register a legal entity in Uzbekistan (hereinafter – the “Company“). For more detailed information on incorporation of a legal entity in Uzbekistan please follow the link.

Preliminary Actions of a Founder

1. Choose the legal form of the Company;

2. Identify a director;

    Draw up an employment contract with a director. A sample of the employment contract with a director of the LLC in Uzbek can be found here.

3. Identify an accountant;

    Draw up an employment contract with an accountant. A sample of an employment contract with an accountant of an LLC in Uzbek can be found here.

4. Determine the location of the Company;

    Draw up a lease agreement for non-residential premises. You can find a sample lease agreement for non-residential premises here. At the same time, it is important to note that when registering a Company, it will be enough to provide only the cadastral number of the property that you plan to rent or which you own. However, within 10 days from the moment of registration, it is necessary to conclude a lease agreement and register it in the E-ijara system.

5. Determine the types of economic activities of the Company;

6. Decide on the name of the Company;

7. Prepare sketches of corporate stamps;

8. Select the Company’s servicing bank;

9. Issue a Power of Attorney to the authorized representative of the founder;

    You can find a sample Power of Attorney here.

10. Prepare a package of articles of association and other documents for submission to the registration authority.

Procedure for state registration of a legal entity

We will consider the procedure for registering a limited liability company (hereinafter – the “LLC“) with a sole founder through an authorized representative in appearance order.

The representative for the registration of the LLC in an appearance order can apply to any registration authority, namely, the Center for Public Services (hereinafter – the “CPS“), regardless of the postal address of the Company.

To register the LLC with a sole founder in an appearance order, you will need the following documents:

– Decision of the sole founder approving the charter of the Company;

You can download a sample of such a Decision here.

– Charter of the LLC;

You can find a sample of the Charter here.

– A document certifying the identity of the representative (passport, military ID card, driver’s license, other document certifying the identity and place of residence in the Republic of Uzbekistan) and PINI (personal identification number of individual) issued in Uzbekistan;

– A document confirming the authority of the representative, (power of attorney, contract, decision of the founder, etc. in accordance with the law);

You can download a sample Power of Attorney here.

– Reserved firm name;

– Cadastre number of the leased or owned premises;

– PINI of the founder (if it is an individual) and of the director;

– Information about the payment of the state fee or a copy of payment order confirming payment of the prescribed fees;

The representative may pay a state fee in the register of the CPS, where he will be given a document with information about payment of state fee. The amount of the state fee for the registration of LLC is 1 BCA (basic calculated amount) (300,000 Soums, which is approximately 27 US dollars).

It is important to note that from March 2021, the minimum size of the authorized capital for LLC is abolished. Thus, in order to establish an LLC, the size of the authorized capital can be determined at the discretion of the founder, except in cases of licensing requirements.

Registration of the LLC:

Upon submission of the necessary documents listed above, the CPS employee will register the Company in the form of LLC within 30 minutes.