FDI notification and registration

In Uzbekistan an EPFC (Enterprises with Participation of Foreign Capital) can be established in any legal form that does not contradict Legislation of the Republic of Uzbekistan. In particular, they may be established in different forms of partnerships, limited/additional liability companies, open/closed joint-stock companies, subsidiaries, and unitary enterprises and in other forms that do not contradict Legislation of the Republic of Uzbekistan.

Moreover, legislation of the Republic of Uzbekistan fixes minimal amounts of the charter capital for each form of legal entities. Thus, for

· General or limited business partnerships the minimum charter capital should be not less than 50 times the minimum monthly wage (MMW), fixed on the date of presenting of foundation documents to the state registration (approximately USD 500).

· Open joint-stock companies the minimal charter capital should make not less than the sum equivalent to USD 50,000 (calculated at the official Central Bank exchange rate on the date of the state registration);

· Closed joint-stock companies - not less than 200 MMW fixed on the date of presenting of foundation documents to the state registration (approximately USD 2,000);

· Limited or additional liability companies charter capital should be not less than 50 MMW fixed on the date of presenting of foundation documents to the state registration (approximately USD 500);

In addition, it should be noted that while establishing of an EFI it is necessary to meet requirements in respect to the minimal size of the charter capital (USD 150,000) and the share of foreign investment must comprise not less than 30% of the charter capital.

Besides, according to the current Legislation of the Republic of Uzbekistan legal entities are subject to the state registration with their subsequent inclusion in the unified state register of legal entities, and are considered to be established from the moment of carrying out this procedure.

Effective from 1 October 2001, a new simplified procedure that provides for a one-window registration of enterprises for state registration applies in respect to enterprises operating in the Republic of Uzbekistan. On the other words, all correspondence by newly established enterprises is carried out within the framework of one instance that registers enterprises in accordance with legislation of the Republic of Uzbekistan. It also should be noted that the authorized state bodies come to a decision on the state registration of a business entity as a legal entity or refusal in registration within 3 working days.

Depending on the corporate form of an establishing legal entity the state registration with concurrent registering in tax and statistical bodies is carried out by:

· The Ministry of Justice of the Republic of Uzbekistan – for EFIs;

· Inspectorates on registration of business entities at district and city khokimiyats – for all business entities, including EPFCs, except for EFIs.

Preparation of a necessary package of documents for the state registration can be carried out by founders of a legal entity, as well as on a contractual basis by Chamber of Commerce and Industry of the Republic of Uzbekistan or other consulting firms or persons.

In order to register an EFI with the Ministry of Justice or an EPFC with a local khokimiyat, the following documents must be presented (by presence or mail) and enclosed to an Application for the state registration:

· Two notarized originals of the foundation documents in state language (only Uzbek language is recognized to be an state language in Uzbekistan), notarized in accordance with established procedures (the foundation document for the state register of legal entities can be either the charter and/or the foundation agreement, subject to the corporate form of the company (for limited/additional liability companies the foundation agreement and the charter, for partnerships just the foundation agreement, and for joint stock companies only the charter should be presented);

· Bank Warrant on payment of a state due or a registration fee fixed by Legislation of the Republic of Uzbekistan. Furthermore, EFIs are subject to 5 MMW (roughly USD 50) plus USD 500 state due for the state registration with the Ministry of Justice;

· Original inquiry on absence of identical or similar company name validated by district (city) statistics authority within 2 workdays;

· Sketches of the company’s stamp and seal in triplicate;

· Extract from the Trade Register of the foreign founder in a place of registration of a legal entity, notarized and legalized in the country of origin by the consulate of the local Uzbek Embassy or (if there is no Uzbek Embassy) by the Ministry of Foreign Affairs of the country of origin and by the Embassy or Consulate of the country of origin in Uzbekistan, with further approval by the consulate department of the Uzbek Ministry of Foreign Affairs, unless the founder is registered in the country with which Uzbekistan has a special juridical cooperation treaty. The extract should contain a name of foreign legal entity, its location, the amount of the charter capital, a corporate form, registration date, business period and data on individuals entitled to sign on behalf of a foreign legal entity. The extract is valid for a year from the issued time. These documents should be submitted with the translation into Uzbek, notarized in accordance with established procedure. If the initial payment to the charter capital is made in the form of an intellectual property contribution, an independent evaluation of the intellectual property to be contributed to the charter capital must be furnished in accordance with Legislation of the Republic of Uzbekistan;

· Documents confirming that each founder deposits not less than 30% of the charter capital as an initial payment (Bank Warrant on receipt for a deposit into Soum and hard currency temporary savings accounts, Customs Document on Import of Property to the Republic of Uzbekistan, Property Acceptance Certificate, Document on the Right to the Importing Property and etc).

After the state registration a business entity should without fail turn to a bank to open necessary accounts for its activity.

In order to open a bank account a business entity should provide with the following documents to a bank:

· A letter from the landlord or a certificate of ownership confirming the office address of the foreign enterprise and types of opened accounts;

· A copy of the Certificate of registration of the company’s name, issued by the relevant statistic agency departments

· Notarized samples of signatures of a company executive and a chief accountant;

· Two copies of a company’s official seal.

Furthermore, period of consideration of the application and the opening of accounts by bank does not exceed 2 bank workdays from the date of receipt of the specified documents, the amount of payment for opening of accounts not more than 1 MMW (roughly USD 10).