First question: which category are you in?
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 contribution is not foreign investment, and most of this article does not apply to them.
Two different "foreign" tests are in play, and merging them is the easiest mistake here
The test above — the investment test — governs the charter fund. A separate test — whether a founder is a citizen of Uzbekistan — governs who signs the application (Res. 66, para. 13).
A foreign citizen resident in Uzbekistan is a local investor but still not a citizen. So the 400m soʻm rule may not reach them while the ERI rule does. The two cannot be collapsed into "foreigners".
Can a foreigner be the sole founder?
A natural person — yes. OʻRQ-1137 art. 8: participants are legal and natural persons, with no citizenship or residence test; a company may be founded by one person, who becomes its sole participant. Nothing retrieved bars a foreign natural person from being the sole founder.
A legal entity — yes, with one trap. The same article 8 provides that a company may not have as its sole participant another company consisting of one person; the exception 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. The carve-out is narrow. If that is your structure, take advice on this specific point — the rule 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, and legislation may prohibit or restrict participation by certain categories of natural person (art. 8).
Signing: the ERI rule
Founders confirm their consent through the Single Identification System or Face-ID, but non-citizens are expressly excluded from that route. Where the founders include a person who is not an Uzbek citizen, the application must be signed with an ERI (Res. 66, para. 13).
| Step | What | Where | How long | Cost |
|---|---|---|---|---|
| 1 | PINFL | e-Residency platform, remotely (Cabinet Res. 177): upload an identity document, pass Face-ID with liveness detection | 3 working days | free |
| 2 | ERI | In person at an Uzbek consular institution abroad (Cabinet Res. 413): original identity document, the PINFL, receipt for the consular fee | real time once submitted | consular fee |
| 3 | File | Single Portal; also us-uz.gov.uz for applicants in the USA | up to 30 minutes | 1× BHM |
Two useful details: the ERI certificate is valid for up to 24 months, and the private-key password arrives by email; and Cabinet Res. 413 forbids the consulate from asking for any document the regulation does not list, and from refusing on grounds of inexpediency — a right the reader can rely on.
The consular route is the confirmed way to obtain an ERI. This article does not conclude that it is the only one.
Charter fund: the 15% threshold
- There is no general minimum for an MChJ (OʻRQ-1137, art. 15).
- If foreign investment makes up at least 15% of the shares, participation interests or charter fund, the company is an enterprise with foreign investment (OʻRQ-598, art. 3) and the 400m soʻm minimum applies — 200m soʻm if newly established in Karakalpakstan or Khorezm (Res. 66, Annex 11).
- A charter fund below that figure is a ground for refusing registration (para. 40), as is a mismatch between the foreign share stated in the founding documents and what legislation requires (para. 41).
The full treatment is in the separate article on charter capital.
Documents
Para. 12 of Resolution 66 sets no additional documents for a foreign founder. The attachment for an ordinary privately-founded MChJ is the founding documents in the state language, whoever the founders are.
This article stops there: what the regulation requires is what it states.
Presence, visas and residence
Presence. Nothing retrieved requires a founder to be in Uzbekistan at any step. The filing is online and the PINFL is remote. The one confirmed in-person step is attending an Uzbek consulate abroad for the ERI. So "you must come to Uzbekistan" is wrong, and so is "it can all be done remotely".
Visas and residence are consequences, not preconditions. Under OʻRQ-598 art. 47:
- founders and participants of enterprises with foreign investment may obtain an "investment visa", extendable without leaving Uzbekistan; family members (spouse, parents, children) get a matching "guest visa";
- foreign-citizen investors who invested in enterprises producing goods and providing services may obtain a simplified residence permit, on conditions set by presidential decisions;
- holders of either, and their families, may take employment in Uzbekistan and use medical and educational services on equal terms with citizens.
None of this is a condition of forming a company. Nothing retrieved makes a visa or residence status a precondition of being a founder.
Foreign staff and directors. Article 48: investors and enterprises with foreign investment may freely conclude employment contracts with any foreign citizens, who may enter and stay on multiple-entry visas for the term of the contract, with salaries transferable abroad after tax. That article gives freedom to contract; the work and migration formalities themselves sit in separate legislation, which was not checked for this article — if your director will be a foreign citizen, settle that point separately.
What is not different
Readers often arrive expecting friction at every step. These are the same:
- The legal form — the same MChJ, under the same law.
- The authority — Public Service Centres.
- The timeframe — real time, within no more than 30 minutes.
- The state duty — 1× BHM. The Law on State Duty prices registration of an enterprise with foreign investment at the same 1× BHM as any other legal entity.
- Bank accounts — 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 legal regime — art. 46: the regime for foreign investment may not be less favourable than the one for domestic investment.
One asymmetry deserves stating plainly: the rule allowing a bank account to be opened remotely during registration is written for entities whose founders are residents (Res. 66, para. 19). The regulation neither extends it to non-resident founders nor forbids it.
Where to go next
The registration procedure, charter capital and choosing a form are separate articles. Which route — a subsidiary, a branch or a representative office — suits you is not something this article says: that answer depends on facts it does not know.