Uzbekistan's legislation does not impose any restrictions on foreign legal organisations conducting business on its territory in the form of-
PROCEDURE FOR OPENING UP A LIMITED LIABILITY COMPANY
- LLC - Limited Liability Company;
- Representative office;
Initiation of registration:
‘Bir Darcha’ are the state authorised bodies wherein registration of an LLC takes place. The conditions for the same are as follows-
- Creation of company takes place for an indefinite period
- The members of the company have to be a legal entity/individuals
- The participant number should not exceed 50.
- the Size of the Authorised capital of the LLC is not limited;
On submission of documents to the state registration department, it takes 3-5 business days for the LLC to get registered and it must also be noted that there is no limitation on the size of the Authorised capital of a LLC.
Post Registration of the LLC
Submission of application for the State Registration-
- Resolution/Minutes adoption post registration
- Preparation of important documents such as the Articles of Association (AoA)/ the Charter/ Company Regulations, that lay down its foundation.
- Preparation of documents that confirm the location or the address of the company- rent agreement/ letter of guarantee by the tenant to demonstrate his willingness to rent an office, that shows the terms of the lease as well.
- The name for the company is to be reserved with the State Committee of the Republic of Uzbekistan for Statistics (stat.uz), which is the Central Database of the company names.
- Preparation of the receipt of EDS (Electronic digital signature), if needed, and the primary documents such as labour contracts, orders etc.
- Payment for charter capital has to be made in the bank for which a receipt shall be received for certificate of payment.
- A sketch of the company seal is to be obtained which is made by the appropriate stamping company.
- Documents for registration have to filed on fo.birdarcha.uz or my.gov.uz (possible via online EDS)
- The company then has to be registered with the tax authorities.
- Order and receipt of the stamp according to the sketch;
- The company has to then open a bank account.
- The Registration process is then complete.
The same can be submitted in two ways-
- Automated registration system (my.gov.uz / fo.birdarcha.uz);
- At the "Bir Dacha" centres operating in all regions and cities of the Republic.
The foreign nationals or companies are required to submit the following documents:
- Foreign national:
Foreign legal entity/company:
- Passport (legalised) copyt;
- temporary registration of INN (taxpayer number);
- power of attorney to the foreign director (PoA to any representative);
- power of attorney to the foreign director (PoA to any representative)
- extract from the commercial register;
- copy of certificate of registration (as a taxpayer);
- copy of the foundation documents of the foreign head office.
The aforementioned documents have to be notarised and legalised via the Embassy of Uzbekistan or have to be apostilled in accordance with the Hague Convention (1961) through the relevant statutory authorities.
Representative offices are a separate subdivision of a legal entity that is located outside of its place of business, protects and represents the interests of a foreign legal entity, is not recognised as a legal entity, and must undergo proper mandatory accreditation.
ROs will be given property by the legal organisation that created them and will function under the laws that it has approved. RO can only participate in the activities of its parent/founding firm and does not have the authority to engage in commercial activities.
The body responsible for the accreditation of the foreign legal entity is the MIFT (The Ministry of Investment and Foreign Trade). In order to do the same a written application has to be submitted by the foreign entity which shall consist of the following details-
- Information about its activities
- Information about the business and related affiliations with other organisation of Uzbekistan- these include concluded contracts and agreements
- Implementation of the aforementioned shall be facilitated by the representative officer.
- Information about the future prospects of development of cooperation
- Lastly, the time period for which the office shall be opened up.
Along with this application, the following documents will have to attached, which have to legalised in accordance with the requisite legislations-
- A Power of Attorney that indicates the full passport data and the powers granted to the same- the same is to be issued by the head of the representative office of a foreign legal entity.
- A document, issued by appropriate state authority, confirming the official registration of the foreign entity’s location.
- The owner of the non-residential premises has to issue a Letter of guarantee to the foreign entity, which has to be attached confirming the former's readiness to lease/sell his/her premises.
- Constituent document of the foreign entity as per the legal provisions of state of registration of the same.
- Regulations applicable on the representative office of the foreign legal entity, approved and sealed by the management.
Article 20 the Uzbek Tax code defines a permanent establishment as “a permanent establishment of a nonresident is a presence of a non-resident carrying out business activities in Uzbekistan, including activities made via authorised person”, wherein the business activities are conducted for more than 183 calendar days during any consecutive 12-month period. This concept has been provided by the Uzbek law to ensure taxation of the foreign entity. It must be noted that this term has no legal or organisational significance and is only useful for tax purposes.
It includes the following-
- Digital Signature Certificate (DSC)- A Class 2 or Class 3 DSC is to be obtained in the name of the designated partners of the LLP.
- any place of activity related to the production, processing, assembly, packaging, sale of goods;
- any place of management, representative office, branch, agency, factory, workshop, laboratory, shop, warehouse;
- any place of activity related to the extraction of natural resources: mine, oil and (or) gas well, quarry;
- any place of activity (including control or observation) related to the pipeline, gas pipeline, exploration and (or) development of natural resources, installation, assembly, commissioning and (or) maintenance of equipment;
- any place of activity related to the operation of slot machines (including consoles), computer networks and communication channels, attractions, transport or other infrastructure;
- a construction site (construction, installation or assembly facility), as well as services related to the supervision of the performance of work on these facilities. Each construction site is considered as forming a separate permanent establishment from the day of the beginning of work. If the subcontractors are other non-residents of Uzbekistan, their activities from the date of the start of work on this construction site are also considered as a separate permanent establishment of subcontractors;
- carrying out activities through the face, which is based on contractual relationships with non-resident of the Republic of Uzbekistan represents its interests in Uzbekistan, including valid in Uzbekistan on behalf of that non-resident of the Republic of Uzbekistan, has regularly uses authority to conclude contracts on behalf of that non-resident of Uzbekistan;
- sale of goods from warehouses located on the territory of Uzbekistan and owned by a nonresident, leased by him or otherwise used (including customs warehouses);
- performing other works, rendering other services, conducting other activities, with the exception of those provided for in part five of this article.