What this article covers
Article 40 of the Civil Code names the forms a commercial organisation may take — economic partnerships and companies, production cooperatives — and then leaves the list open: "and in any other form provided for by legislative acts". No closed list can be drawn from that article alone.
So this article does not offer a complete catalogue of forms. It sets out, from the law that governs it, the form small and medium businesses actually choose — the limited liability company (MChJ) — and then answers two questions: what changes for a foreign founder, and when you do not need a separate legal entity at all.
What an MChJ commits you to
Liability
The company answers for its obligations with all its property. Participants do not answer for the company's obligations and bear the risk of loss up to the value of their contribution (OʻRQ-1137, art. 4).
The statute itself makes two exceptions to that, and they are the parts most often left out:
- a participant who has not contributed in full is jointly and severally liable up to the unpaid part of their contribution;
- a director, member of a collegial executive body, supervisory-board member, participant or trustee whose unlawful acts caused the company's insolvency may bear subsidiary liability.
Put plainly: "liability is limited to your contribution" is not accurate unless both exceptions travel with it.
How many participants
A company may be founded by a single person, who becomes its sole participant. The ceiling is fifty. Exceed it and there is one year to reorganise into a joint-stock company or a production cooperative; if that does not happen, the registering authority applies to court to liquidate the company (art. 8).
The same article contains a prohibition that is easy to miss: another company consisting of one person may not be the sole participant of an MChJ, except where that participant is a joint-stock company with a single shareholder. This bites on a very common structure — a founder who already owns a one-person holding company abroad and intends it to own the Uzbek company outright. If that is your structure, take advice on this specific point: the rule itself is in the statute, but how far it reaches into foreign single-member entities is not something the text says.
State bodies may not be participants unless legislation provides otherwise (art. 8).
Charter fund
There is no general minimum charter fund for an MChJ. Article 15 says a minimum "may be set in licensing requirements" — meaning that where one exists it is tied to an activity, not applied as a general rule.
One exception matters to this platform's readers in particular: for an enterprise with foreign investment the minimum charter fund is 400m soʻm, or 200m soʻm for one newly established in Karakalpakstan or Khorezm (Cabinet Res. 66, Annex 11). When that applies is in the foreign-participation section below.
The other rules: each participant must contribute in full within one year of state registration; a non-cash contribution worth more than 10,000× BHM must be appraised and may not be booked above the appraised value; and a company registering as a credit organisation needs each participant to contribute at least 30% before registration (art. 15).
Missing the deadline has a defined consequence: the participant's share passes to the company, which must pay its actual value within a year out of net assets exceeding the charter fund, reducing the charter fund if those are insufficient (art. 23).
Governance
The general meeting of participants is the supreme body. A supervisory board is optional — it "may be provided for in the charter". Current business is run by a sole or collegial executive body, accountable to the general meeting and, where a board exists, to the board as well (art. 30).
Selling a share
Transferring a share to another participant needs neither the company's nor the other participants' consent, unless the charter says otherwise. Transfer to a third party is allowed unless the charter forbids it, subject to the other participants' pre-emption right, exercisable within one month (art. 21).
Two practical details: notarisation is not required by law — only if the charter imposes it, simple written form otherwise; and title to the share passes not on signature but when the entry is made in the Unified State Register.
Foreign participation: same form, different requirements
Nothing retrieved restricts which form a foreign founder may use. What changes is the set of requirements attaching to that same form — and whether they attach at all turns on one threshold and one distinction.
The distinction first: residence, not passport
Article 3 of OʻRQ-598 counts as foreign investors foreign citizens and stateless persons permanently resident outside Uzbekistan. The same article counts as local investors "foreign citizens holding the status of a resident of the Republic of Uzbekistan".
A foreign citizen with Uzbek resident status is a local investor. Their money is not foreign investment, it does not count toward the 15%, and a company they found does not attract the 400m soʻm minimum.
The test is residence, not the passport. For a large part of this audience that is what changes the answer.
The threshold: 15%
An enterprise with foreign investment is one where foreign investment makes up at least 15% of the shares, participation interests or charter fund (OʻRQ-598, art. 3). From that threshold up, everything below applies; under it, none of it does.
What changes past 15%
- Charter fund. 400m soʻm, or 200m soʻm for an enterprise newly established in Karakalpakstan or Khorezm (Cabinet Res. 66, Annex 11). A lower figure is a ground for refusing registration (para. 40).
- Signing the application. Where the founders include a person who is not an Uzbek citizen, the application must be signed with an ERI; the Face-ID / Single Identification route for confirming consent is not open to non-citizens (para. 13).
- An extra ground for refusal. A mismatch between the foreign-investment share stated in the founding documents and the share legislation requires (para. 41).
- The state duty is unchanged. 1× BHM, with or without foreign participation (OʻRQ-600).
- Banking is wider. Such enterprises may open and operate accounts in any currency at any bank, inside or outside Uzbekistan, and take and repay foreign-currency loans (OʻRQ-598, art. 51).
- The charter fund has a floor. If it is not formed on time it may be reduced to what was actually contributed, but not below the statutory minimum; otherwise the enterprise converts to another legal form (art. 56).
The general rule runs the other way: the legal regime for foreign investment may not be less favourable than the regime for domestic investment (OʻRQ-598, art. 46).
Do you need a company at all?
Some foreign companies do not need a separate Uzbek legal entity. The alternatives are a branch (filial) or a representative office (vakolatxona), distinguished by function: a representative office represents and protects the parent's interests, while a branch carries out the parent's activities, all or part of them, including what a representative office does (Civil Code, art. 47; OʻRQ-1137, art. 6).
Neither is a legal person; both operate under a statute approved by the parent, their heads are appointed by the parent and act under a power of attorney, and the parent answers for their activity. For an Uzbek company, opening either requires a general-meeting decision by a majority of at least two thirds, and both must appear in the Unified State Register (art. 6).
An Uzbek company's branch — recorded, not registered
Notify the Public Service Centre within 10 days of establishing (or closing) it; attach the founding meeting's protocol and the branch statute, in the state language, as PDF; no fee; a decision within two working hours; the branch runs on the parent's STIR (administrative regulation, Annex 11 to Cabinet Res. 66).
That procedure does not apply to a foreign commercial organisation's branch or representative office — para. 1 of the same regulation expressly excludes them. They go through a wholly separate regime: accreditation.
A foreign company's representative office — accreditation
The procedure is set by Cabinet Resolution No. 76 of 07.02.2024. It does not cover foreign banks' representative offices.
Can it trade? No. Para. 7 of the regulation: a representative office is not a legal person and does not carry on economic or commercial activity. One exception — a foreign airline's representative office may carry on commercial activity.
| Accrediting body | Ministry of Investment, Industry and Trade |
|---|---|
| Term | 1 to 3 years, at the applicant's choice |
| Decision | 5 working days |
| Fee to apply | none |
| Duty on issue | 48× BHM — 19,776,000 soʻm as at 7 August 2026; 21,120,000 soʻm from 1 September 2026; 90% of that if filed through the Single Portal |
| ERI | not required when filing through the portal (para. 11) |
| Payment deadline | one month from the positive decision, else re-file |
| Renewal | apply at least one month before expiry |
| Tax | placed on the tax record automatically at its locality (para. 22) |
Documents (Annex 2, item 5): the application; the foreign company's founding documents; proof of its registration at home (a certificate, trade-register extract or trade licence); a power of attorney for the head of the office setting out passport details and powers; and the statute of the representative office, signed and sealed by the parent's management.
Apostille applies here. Those documents must be notarised, in Uzbek or Russian, and either apostilled under the 1961 Hague Convention or consularly legalised, and must be no more than six months old.
Do not carry that requirement across to registering a company. It is written for accreditation. Cabinet Resolution 66 imposes nothing of the kind for company registration.
Grounds for refusal (para. 17): incomplete or improperly executed documents; false information; a statute contrary to Uzbek law; or information that the parent or the office has breached Uzbek law. On re-examination the body may not raise grounds it did not state the first time. Appeal is to court.
This comparison usually decides the question: accrediting a representative office costs 48× BHM; registering a company costs 1× BHM. That ratio, together with the bar on trading, tends to answer it by itself.
Changing form later
Reorganisation is by decision of the general meeting, in five forms: merger, accession, division, spin-off and conversion of legal form. It takes effect when the new entities are registered — except on accession, where it is the register entry terminating the absorbed company (art. 60).
The creditor-protection rules are strict. Within 30 days of the decision the company must notify every known creditor in writing and publish notice in the media. Creditors then have 30 days to demand early termination or performance of obligations, together with compensation for losses. The reorganisation is registered only on proof that creditors were notified. On merger, accession and division, the bank accounts of the company that ceases to exist are closed and the balances distributed.
Where to go next
This article does not say which form is right for you — that answer depends on facts it does not know. The registration procedure and the document list are in a separate article; the side-by-side against a Delaware LLC is in the comparison table.