Guarantees provided to foreign investors and methods of their use
— The legislation provides for a notification procedure of using a ten-year warranty.
Thus, upon the occurrence of any of the above types of deterioration of the investment conditions, the foreign investor notifies the relevant authorized body about the application of the guarantee.
The authorized bodies that are notified of the application by a foreign investor of a guarantee are state organizations that carry out state registration of legal entities, the Ministry of Foreign Affairs, the Ministry of Internal Affairs, the Ministry of Foreign Economic Relations, Investments and Trade, the State Tax Committee of the Republic of Uzbekistan and serving banks.
Notification of a foreign investor is the basis for the application by the authorized body to the foreign investor of the legislation in force at the date of investment. The notification, regardless of the date of its direction to the authorized body, is valid from the moment the act enters into force.
Particularly attractive conditions created for foreign investors, including free economic zones, namely:
0% income tax if you are a SME
From 30 to 50% tax reduction,
depending on export volume 0% VAT
Information on registration of joint ventures and foreign enterprises
To register a company with foreign investment in Uzbekistan, you need:
1.The size of the authorized capital – not less than 600 000 000 million soums (about 75 000 USD)
2.The presence in the composition of founders of a foreign legal entity
3.The share of a foreign legal entity must be at least 30% of the total amount of the statutory fund.
To create a company with participation of a foreign investor, you need to go through the following steps:
— Development of a package of constituent documents or introduction of changes to documents of an existing enterprise (if investments are attracted to an already existing enterprise).
— Reservation brand name.
— Notarization of constituent documents.
— State registration (re-registration) of a legal entity.
— Production of the main seal and angle stamp (if required).
— Conclusion of a contract for banking services and the opening of bank accounts (for newly created enterprises).
The founding documents can be prepared either by the founders themselves, or by agreement with them by the third parties (consulting centers, law firms, etc.). You can contact the nearest division of the Chamber of Commerce and Industry, whose specialists will develop necessary documents on a contractual basis. Founders can use standard forms of constituent documents that are available on the official website of the Ministry of Justice. http://www.minjust.uz/ru/interactive/documents/
A newly created enterprise with participation of a foreign investor acquires the status of a legal entity and the right to carry out activities after its state registration. The registration procedure does not depend on the status of the enterprise that is being created (FDI or FIC) – both are registered by Single Centers for provision of public services to business entities on the principle of “one window”.
It is necessary to contact the “one window” center at the location of the founder – a legal entity or at the place of permanent residence of the founder – an individual. From April 1, 2017, an enterprise can be registered via the Internet using an automated system for registering business entities integrated into the Unified portal of interactive state services.
Documents required for state registration of enterprises with foreign capital participation
Application (electronic request – during registration via the Internet).
— Original of constituent documents in the state language (one copy).
— A copy of the payment document on the payment of the established amount of state duty.
— When registering via the Internet: the consent of each founder from the Uzbek side to join the founders’ composition (confirmation by e-mail).
— When registering via the Internet: the certification of the request of the digital signature of all foreign founders.
— When registering by personal delivery: power of attorney (for foreign investors – translated into the state language and legalized), if documents for registration are submitted by the representative of the founder.
Requests sent through an automated system for state registration of enterprises with foreign investments, enterprises with foreign capital, other legal entities, whose founders indicate persons who are not citizens of the Republic of Uzbekistan, must sign with an electronic digital signature (EDS) of these persons.
After state registration, an enterprise independently opens payment and other accounts in bank institutions. The bank must be provided with a card with signature samples of the head and chief accountant and a seal (if any).
The procedure for opening a Bank account in the Republic of Uzbekistan
The Resolution of the Board of the Central Bank (reg. No. 1948-12 of 24.03.2017) introduced amendments and additions to the Instruction on Bank Accounts opened in banks of the Republic of Uzbekistan. This was done in accordance with the Resolution of the Cabinet of Ministers of 09.02 2017 No. 66 “On measures of implementing the resolution of the President of the Republic of Uzbekistan of October 28, 2016 No. RP-2646 “On improving the system of state registration and registration of entrepreneurship entities”.
Wholesale enterprises are now entitled to choose any bank for opening both primary and secondary accounts.
Residents – legal entities that are business entities* for opening accounts should not submit to the bank a copy of the state registration certificate, as well as copies (notarized copies) of constituent documents. Banks receive this information from the “Automated system of state registration and registration of entrepreneurship entities”.
The seal in the application for opening an account is placed if available.
The following documents are submitted to the bank to open deposit accounts on demand in national currency by residents – legal entities that are business entities, individual entrepreneurs, as well as dehkan farms:
a) application for opening an account in the prescribed form;
b) individual entrepreneurs importing goods intended for commercial activities from abroad – a copy of the certificate of the state registration of an individual entrepreneur delivering goods intended for commercial activity, issued by the tax authority at the place of residence;
c) a copy of the state registration certificate;
d) two copies of notarized cards with sample signatures and unsubscribing print in the prescribed form;
e) residents-legal entities that are subjects of business activity – constituent documents (constituent document of the charter), as well as a notarized copy of introduced amendments and additions to them;
f) a document proving the identity of the person (a passport or a document replacing it) that has the authority to sign monetary settlement documents on behalf of the client. A copy is accepted by the bank after the presentation of the original ID. More details:
Reforms carried out in Uzbekistan for business
In 2017, Uzbekistan ranked 87th in the World Bank’s Doing Business ranking by implementing three reforms in such areas as “Registration of property”, “Protection of minority investors” and “Taxation”. The country has simplified the transfer of property rights by increasing information transparency, strengthened the protection of minority investors by explaining the ownership structure and control, and finally reduced the costs associated with paying taxes by reducing the single rate of social payments for employers, as well as income tax rates of enterprises.
At the same time, according to the report, despite the active reform activities of the Central Asian countries in recent years in areas studied by the” Doing Business project”, there are opportunities for improving indicators such as “Connecting to the electricity supply system”, “International trade” and “Taxation”.
Innovative methods of economic growth of the Republic of Uzbekistan
As the locomotives of innovative growth of the economy of Uzbekistan is due to the fact that they have a significant production and technical potential, qualified personnel have been preserved here, they account for the bulk of the manufactured export products and there are good prerequisites for increasing the production of import-substituting products. These include such large corporate enterprises as the National Holding Company Uzbekneftegaz, JSC Navoi Mining and Metallurgical Combine, JSC Almalyk Mining and Metallurgical Combine, Uzbekistan Railways, Uzbekistan Airways, JSC Uzavtosanoat, JSC Uzkhimprom, JSC Uzbekenergo and others.
As evidenced by the experience of countries that have achieved success in ensuring high rates of their development (Canada, China, South Korea, Singapore), one of the main conditions for achieving them was the timely formation of weighted public investment policies and creation of effective mechanisms for financial support for key enterprises of national economies. There were adjusted fiscal, tax, monetary and other policies, reoriented to create effective incentives for various categories of foreign and domestic investors involved in implementation of large national, sectoral and regional projects to modernize their national economies. Loans and credits of international financial institutions, resources of large foreign institutional investors in investment and venture funds became important tools of the mechanism for financing innovation programs for key enterprises formed in these countries. Commercial banks and insurance companies, as well as state assistance in implementation of programs for public placement of their shares on major foreign stock exchanges.
However, the main condition for introducing innovative methods of financing in these countries and the inflow of significant volumes of investment has become the interest of key companies themselves in attracting domestic and foreign capital for their innovative development through skillful use of the potential of such advanced financing instruments as syndicated loans and project financing, leasing and franchising, equity and bond financing, venture capital and debt capital. The head and specialists of economic departments, financial institutions interested in attracting foreign investment, and, most importantly, the strategically important enterprise of Uzbekistan itself must learn to work with all the above categories of investors, since this will depend on the inflow of foreign capital and the need to finance innovative development programs.
Obtaining a license for legal entities
The Law of the Republic of Uzbekistan “On licensing certain types of activities” in the Article 14, the list of necessary documents for obtaining a license is specified.
For obtaining a license, a license applicant submits to the appropriate licensing authority:
an application for issuing a license indicating: the name and organizational-legal form of the legal entity, its location (postal address), the name of the bank institution and the current account number in the bank institution – for the legal entity; the surname, name, patronymic, data of the document certifying the identity of the citizen – for an individual; licensed type of activity (its part), which a legal entity or individual intends to carry out, as well as in cases provided for by the legislation, the period during which the specified type of activity will be carried out. The application for issuing a license may include the electronic address of the license applicant;
a document confirming that the applicant has paid a fee for consideration by the licensing body of the application of the license applicant in cases provided for by the legislation;
other documents confirming the ability of the license applicant to comply with the requirements and conditions imposed for obtaining a license for a particular type of activity and are determined by the legislation.
The requirement from the applicant of a license to submit documents that are not provided by this Law and other acts of legislation on the licensing of certain types of activities is not allowed.
The documents required for obtaining a license are submitted by the license applicant to the licensing authority directly, via mail or electronically, with notification of their receipt. Documents submitted in electronic form are confirmed by a digital signature of the license applicant. The indication in the application for issuing a license of the electronic address of the license applicant is his consent to receive notification of the decision taken on his application in electronic form through the information system.
Documents sent to the appropriate licensing authority for obtaining a license are received by an inventory list, a copy of which is sent (delivered) to the applicant with a note on the date of receipt of documents by the specified authority.
The license applicant is responsible for providing inaccurate or distorted information in accordance with the law.
In cases when the licensing body for licensing certain types of activities requires obtaining documents issued by other organizations, licensing of certain types of activities is carried out in a simplified procedure using the “one window” principle, in which the licensing body receives these documents independently without participation of the business entity.
(Article 14 (1). Licensing of certain types of activities on the principle of “one window”)
Benefits and preferences for potential foreign investors
Foreign investors in the Republic of Uzbekistan can be:
- foreign states, administrative or territorial bodies of foreign states;
- international organizations founded in accordance with agreements or other treaties between states or being subjects of public international law;
- legal entities, any other partnerships, organizations or associations founded and operating in accordance with acts of legislation of foreign states;
- individuals who are citizens of a foreign state, stateless persons and citizens of the Republic of Uzbekistan permanently residing abroad.
Forms of investment in Uzbekistan
- Share participation in statutory funds and other property of business entities and partnerships, banks, insurance organizations and other enterprises established together with legal entities and (or) individuals of the Republic of Uzbekistan;
- Creation and development of economic societies and partnerships, banks, insurance organizations and other enterprises wholly owned by foreign investors;
- – Acquisition of property, shares and other securities, including debt instruments issued by residents of the Republic of Uzbekistan;
- Investing intellectual property rights, including copyrights, patents, trademarks, utility models, industrial designs, brand names and know-how, as well as business reputation (goodwill);
- Acquisition of concessions, including concessions for the exploration, development, extraction or use of natural resources;
- Acquisition of the right to objects of trade and services, housing, together with the land on which they are located, as well as the right to own and use land (including on the basis of rent) and natural resources.
- and in other forms that do not contradict the current legislation.
Enterprises with foreign investment
- Changes in the forms in which foreign investment is initially or repeatedly is attracted, do not lead to a change in their qualification as an investment.
Enterprises with foreign investment
EFI includes newly created enterprises that meet the following conditions:
– the size of the Authorized fund of the enterprise may not be less than the amount equivalent to 150 thousand USD;
– the share of foreign investment is at least 15 percent of the authorized capital of the enterprise.
Restrictions of the organizational-legal nature in creating EFI
-In Uzbekistan, there are no institutional and legal restrictions on the creation of EFI.At the same time, they can be created in the form of a business partnership (full and limited), a company with limited and additional liability, a joint-stock company (open and closed), a subsidiary, a unitary enterprise and other forms not prohibited by the legislation.
Rights of foreign investors
A foreign investor has the right to:
— independently determine the volumes, types and directions of investment;
— conclude agreements with legal entities and individuals for implementing investment activities;
— to own, use and dispose their investments and results of investment activities. By decision of a foreign investor, the right of possession, use, disposal of investments, their results may be transferred to other legal entities and individuals in the manner established by the legislation of the Republic of Uzbekistan.
— independently decide on patenting abroad and in the Republic of Uzbekistan of inventions belonging to it, utility models and industrial designs obtained as a result of investment activities in the Republic of Uzbekistan;
— independently and freely dispose of income (including its unimpeded repatriation) received as a result of investment activities;
— to attract funds in the form of loans and borrowings to the Republic of Uzbekistan;
— use funds in national currency on their accounts for the purchase of foreign currency in the domestic foreign exchange market;
— acquire rights to land plots in cases and on conditions stipulated by the legislation;
— use the property and any property rights belonging to it on the basis of property rights as a security for all types of obligations undertaken by it, including obligations aimed at raising borrowed funds in accordance with the legislation of the Republic of Uzbekistan;
— receive adequate compensation in the case of requisitioning of its investments and other assets;
— to receive compensation for losses caused as a result of illegal actions (inaction) and decisions of the state governing bodies, local government bodies and their officials.
— in the Republic of Uzbekistan, there are no restrictions on investments in the context of industries or regions in which direct foreign investments are directed.
The procedure for taxation of income of foreign individuals and legal entities received in the territory of the Republic of Uzbekistan:
— An individual permanently residing in the Republic of Uzbekistan or staying in Uzbekistan for 183 days or more, for any period up to twelve months beginning or ending in the financial year, is considered as a resident of the Republic of Uzbekistan.
Individuals who are not residents of the Republic of Uzbekistan are taxed on income derived from sources in Uzbekistan.
A similar situation arises with taxation of foreign legal entities. Thus, a resident of the Republic of Uzbekistan is a legal entity established or registered in Uzbekistan, as well as registered outside the Republic of Uzbekistan, the head office of which is located in Uzbekistan.
Legal entities that are not residents of the Republic of Uzbekistan are taxed on income (profits) received from sources in Uzbekistan.
At the same time, the collection of taxes and fees from foreign individuals and legal entities can be terminated or limited on the basis of reciprocity in cases where the same measures are taken in relation to individuals and legal entities of the Republic of Uzbekistan in the respective foreign state.
— Foreign investments and other assets of foreign investors of the Republic of Uzbekistan are protected by the Law “On guarantees and measures of protecting the rights of foreign investors” and are not subject to nationalization.
Legal institutions established for protecting the rights of foreign investors
-On January 1, 2007, the Law “On arbitration courts” entered into force in the republic, which served as the legal basis for creation, functioning and activity of arbitration courts, both permanent and temporarily created. Thus, at present, along with the already existing means of protecting the rights and guarantees of foreign investors, by agreement of the parties, arbitration courts can be established in the republic with the involvement of independent experts acceptable to both parties.
At the same time, the task of ensuring the protection of the rights and legitimate interests of foreign investors and enterprises with foreign investments is entrusted to the Ministry of Justice. To this end, the Department of Legal Protection of Foreign Investments and Enterprises with Foreign Investments was established within the structure of the Ministry of Justice.
Foreign investors and enterprises with foreign investments are provided with tax and customs privileges.
— Along with customs and tax benefits established for all enterprises of the Republic of Uzbekistan, there are a number of benefits provided to enterprises of the following sectors of the economy, attracting direct private foreign investment:
- Products of the radio electronic industry and production of components for computers.
- Light industry:
- Silk industry:
- Building materials industry:
- Industrial production of poultry meat and eggs.
- Food industry:
- Meat and dairy industry:
- Chemical and pharmaceutical industry:
These enterprises are exempt from paying income tax (profit), property tax, social infrastructure development and landscaping tax, environmental tax, single tax for micro and small enterprises, as well as mandatory contributions to the Republican Road Fund.
The specified tax benefits are provided with the volume of direct private foreign investment:
— from 300 thousand USD to 3 million USD – for a period of 3 years;
— over 3 million USD to 10 million USD – for a period of 5 years;
— over 10 million USD – for a period of 7 years.
At the same time, these tax benefits apply under the following conditions:
— implementation of foreign direct investment by foreign investors without provision of a guarantee of the Republic of Uzbekistan;
— the share of foreign participants in the authorized capital of the enterprise must be at least 50 percent;
— introducing private foreign direct investment after the state registration of these enterprises;
— foreign investment in the form of freely convertible currencies or new modern technological equipment;
—direction of income received as a result of provision of these benefits during the period of their use, to reinvest with the aim of further development of the enterprise.
In addition, from July 1, 2003 to January 1, 2009, industrial enterprises with foreign investments of the SJSC “Uzbekyengilsanoat” (now “Uztuqimachiliksanoat” Association, specializing in production of ready-made clothes (garments, knitwear and leather products), hosiery and footwear, are exempt from paying to the budget of all taxes and fees, except for the value added tax.
— In some cases, on the basis of concluded investment contracts, foreign investors may be provided with additional guarantees and rights protection measures when investing in:
— priority sectors ensuring sustainable economic growth, progressive structural changes in the country’s economy;
— in priority projects that ensure strengthening and expansion of the export potential of the republic, its integration into the world economic relations;
— in projects in the sphere of small and medium-sized businesses, implementation of which is aimed at processing raw materials, production of consumer goods and services, providing employment to the population.
Additional guarantees and protection measures for foreign investors may include the provision of guarantees by the Government of the Republic of Uzbekistan, assistance in financing investment projects, creation of a special tax and payment regime, implementation of state monitoring of project implementation and other measures in accordance with legislation.
Requirements for foreign investors (enterprises with foreign investments) for obtaining additional benefits
— In the event that the Government of the Republic of Uzbekistan provides a foreign investor with additional guarantees and protection measures (benefits and preferences) established by the legislation, an investment contract is concluded.
The investment contract is concluded between the Government of the Republic of Uzbekistan in the person of the State Investment Committee of the Republic of Uzbekistan and a foreign investor (investors).
To prepare an investment contract, a foreign investor submits to the State Investment Committee:
draft investment contract;
the main economic indicators carried out on the basis of a feasibility study (feasibility calculation), passed in cases established by the legislation, expertise in authorized bodies;
conclusion of the Ministry of Justice – in terms of the legal expertise of the investment agreement project;
conclusions of the Ministry of Finance, the Ministry of Economy and the State Tax Committee regarding the provision to foreign investors and (or) to establish an enterprise with foreign investments in addition to tax privileges and preferences established by the legislation.
A foreign investor, in the manner and time specified in the investment agreement, submits to the State Investment Committee reports on the progress of fulfillment of assumed obligations.
Admission of foreign investors to the privatization process
One of the most important priorities for development of the country’s economy is all possible strengthening of activities on attracting foreign investment.
-At present, the republic is on the way of further deepening the process of denationalization and privatization of enterprises of leading sectors of the economy, aimed at increasing the role of private property in the economy, drastically reducing the state’s share in the statutory funds of economic societies, as well as widespread involvement in development and modernization of direct investment enterprises, including foreign. In addition, redemption of unplaced state assets at zero redemption value is possible, with investors taking investment commitments. All information about privatization process in the Republic of Uzbekistan can be found on the website gki.uz.
Information on restrictions for conversion of the amount of funds into foreign currency and its impact on repatriation of profits
— In order to strengthen the currency balance of the republic in a certain period in Uzbekistan there were restrictions on the conversion of soum funds into the foreign currency. The income of a foreign investor received in the Republic of Uzbekistan may be reinvested in the territory of the Republic of Uzbekistan or used in any other way at the discretion of the foreign investor.
Foreign investors are guaranteed free transfer of funds in foreign currency to and from the Republic of Uzbekistan without any restrictions, provided that they pay taxes and other obligatory payments in the manner established by the legislation of the Republic of Uzbekistan.
The Constitutional Court of the Republic of Uzbekistan decided to interpret the first part of the Article 10 of the Law “On guarantees and measures of protecting the rights of foreign investors:
— The Republic of Uzbekistan, recognizing the supremacy of the Constitution and laws, as well as the priority of generally accepted norms of international law, recognizes the resolution of economic disputes within the legal field.
The norm of the first part of the Article 10 of the Law that “if the parties are unable to reach an agreed resolution, such a dispute must be resolved by the economic court of the Republic of Uzbekistan or through arbitration in accordance with the rules and procedures of international contracts (agreements, conventions) on resolving investment disputes, to which the Republic of Uzbekistan has joined” is a prescription establishing that its use is subject to the observance of the rules and procedures of international treaties and, accordingly, is not a direct expression of the consent of the republic on the transfer of any case of dispute in an arbitration body.
As a rule, the consent of the parties of the dispute to transfer it to the consideration of a particular dispute resolution body should be expressed in the form of an arbitration clause to the investment contract or a separate agreement concluded between the parties to the dispute.
Thus, the decision of the Constitutional Court should not be considered as an infringement of the rights of foreign investors, and this issue should be approached constructively and with respect for the rights and obligations of each of the parties within the framework of generally accepted norms of international law.
Information on restrictions for conversion of the amount of funds into foreign currency and its impact on repatriation of profits
— The state guarantees and protects the rights of foreign investors engaged in investment activities in the territory of the Republic of Uzbekistan. If the subsequent legislation of the Republic of Uzbekistan worsens the investment conditions, then the legislation enters into force at the date of investment is applied to foreign investors within ten years from the date of investment. A foreign investor has the right to apply those provisions of the new legislation that improve the conditions of investment.
At the same time, the deterioration of the investment conditions is considered to be the introduction of amendments and additions to the legislation, as well as the adoption of new legislative acts of the Republic of Uzbekistan providing for:
— increase in the amount (rate) of tax on income received in the form of dividends paid to a foreign investor;
— introduction of additional requirements that complicate the repatriation procedure or reduce the amount of income (profit) of a foreign investor transferred outside the Republic of Uzbekistan, except for cases of suspension by the authorized state body of the repatriation of foreign investor’s funds on conditions of non-discriminatory application of acts of legislation in cases of insolvency and bankruptcy of an enterprise with foreign investments or protecting the rights of creditors, crimes or administrative offenses committed by a foreign investor
— an individual, or any other need to suspend such repatriation according to judicial or arbitral decision;
— introduction of quantitative restrictions on the volume of investment and other additional requirements on the amount of investment, including in the form of increasing the minimum amount of foreign investment in enterprises with foreign investment;
— imposing restrictions on the share of a foreign investor in the authorized funds (authorized capital) of enterprises;
— introduction of additional procedures for registration and extending visas of foreign investors
— individuals, as well as other additional requirements for foreign investment.