Corporate Law and Commercial Vehicles

The commercial corporate law is presented by the Civil Code of Uzbekistan (as general) and the Uzbek Laws “On Joint Stock Companies and Protection of Rights of Shareholder”, “On companies with limited and additional liability” and “On business partnerships”. Above legislation provides that commercial legal entity could be founded in form of: (i) joint stock company; (ii) limited liability company; (iii) additional liability company; and (iv) general business partnership and limited business partnerships.

A joint stock company is a legal entity which provides its shareholders with limited liability to the extent of value of their shareholding (subject of few excerptions). The charter capital of a JSC comprises the nominal value of the company’s shares acquired by the shareholders. All shares must have the same nominal value.

A limited liability company is a legal entity established by one or more physical (individuals) or legal entities with a charter capital divided into participatory interests whose size is determined by the foundation documents. In contrast to shares of the joint stock companies, the participating interests are not securities. The holders of participatory interests in an additional liability company have broader (joint and several) liabilities in comparison to an limited liability company, the liability of which is limited to the value of the participants’ contributions.

There are two types of partnerships: a General Business Partnership and a Limited Business Partnership. A General Business Partnership is a partnership whose partners engage in business activity on behalf of the partnership and are jointly and severally liable for its obligations with all their assets. A Limited Business Partnership is a partnership in which there are one or several limited partners, who do not participate in the partnership’s business and who bear the risk of losses connected with the partnership’s activities only to the extent of their contributions.

Any legal entity established in Uzbekistan is subject to the state registration.

Non-corporate forms of commercial vehicles include (i) a representative office of a foreign commercial legal entity or (ii) permanent establishment of a foreign commercial legal entity.

A representative office of a foreign legal entity is a vehicle, which could not engage in a commercial activity. The representative office and its foreign personal personnel are subject to accreditation with the Ministry of Investments and Foreign Trade. Tax reporting of the representative office is performed by way of filing annual declaration.

According to the Uzbekistan legislation “permanent establishment” of the non-resident company for the tax purposes shall be understood as a place of commercial activity of the non-resident company in Uzbekistan or a representation thereof in Uzbekistan, either through a legal entity or an individual, irrespective of the fact if such representation leads to payment of Uzbekistan taxes or not. The permanent establishment is subject to registration with the Uzbekistan tax authorities. The permanent establishment shall occur automatically irrespective of the intention of the representative or the represented (parent) legal entity. From the beginning of 2007 the right to open bank accounts in Uzbekistan was granted to the permanent establishments.

Our law firm offers the following services in the sphere of Corporate Law and Commercial Vehicles

• advising clients on a wide range of matters related to corporate law and commercial vehicles;
• handling regulatory corporate matters, including calling of general meetings of participants(shareholders), participating thereon on behalf of the client, voting and taking decisions on the instruction of represented persons;
• representation of clients in front of management bodies of the local company in course of execution and implementation of any rights of the client as the holder of participatory interests or shares;
• assistance with the state registration of the local legal entities, including participating in negotiations with other co-founders, drafting of the foundation documents and internal corporate regulations, verifying of constitutive documents of existing companies in respect to their correspondence to the company law;
• providing of LDD of local companies and issuing of a legal opinions as regard to duly registration and existence thereof;
• consulting on various legal issues related to international merger and acquisition of the legal entities.