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As global geopolitics reshape trade routes, Central Asia is evolving from ¡°landlocked¡± to ¡°land linked¡±. In this shifting landscape, Uzbekistan has become a key staging point for Chinese companies heading west. Many see establishing a representative office there as a low risk way to test the market thanks to fast registration, modest costs and the absence of any minimum capital requirement.

This article outlines the full compliance pathway for foreign businesses setting up a representative office in Uzbekistan, helping investors capture early opportunities while keeping regulatory costs down.

Representation

Under article 47 of the Civil Code of the Republic of Uzbekistan, a representative office is an entity established by a legal person to advance and protect the interests of its parent company. It has no independent legal personality; its activities are defined by an approved charter.

Representative offices in Uzbekistan operate under strict regulatory oversight and may be created solely for business development purposes such as market expansion or client outreach.

Their main functions include negotiating with government agencies, promoting market engagement, and conducting research in areas such as law and policy.

As such, they may: organise or participate in exhibitions, forums, trade fairs and conferences; undertake advertising and public relations work; and support visiting head office staff with visa and immigration procedures.

Scope of activities

A representative office in Uzbekistan operates only within the boundaries set by its approved charter. Its role is largely promotional, covering marketing, advertising and public engagement while representing the parent company and safeguarding its interests locally. It is not allowed to conduct profit-making business and is therefore unsuited to undertaking construction projects.

A representative office must also remain separate from the parent company¡¯s operational projects. It cannot act as the vehicle for commercial ventures, since doing so could prompt regulators to treat its activities as constituting a permanent establishment.

Establishment procedure

Registration authority. A representative office is supervised by its head, who acts under a power of attorney issued by the parent company. Foreign enterprises seeking to open a representative office must register with the Ministry of Investment, Industry and Trade (MIIT) and file annual reports with that ministry.

Application documents. The Cabinet of Ministers issued Resolution No.76 on the ¡°procedure for accreditation and activities of representative offices of foreign commercial organisations in the territory of the Republic of Uzbekistan¡± in early 2024. The resolution defines the scope of activities a representative office may undertake and sets out the procedural requirements for registration.

To establish a representative office, a foreign company must submit a written application to the registration authority. The application should include:

1. Information on the company¡¯s business operations;
2. Details of its business or other connections with Uzbek enterprises or organisations, including contracts or agreements the representative office will help implement;
3. A plan for future co-operation; and
4. The requested period of authorisation ¨C either one year or three years.

The application must be accompanied by:

(1) The company¡¯s articles of incorporation or equivalent founding documents, as required by the laws of its home jurisdiction;

(2) A certificate of incorporation or extract from the commercial register confirming the company¡¯s legal status;

(3) Power of attorney authorising the head of the representative office, stating the holder¡¯s full passport details and scope of authority;

(4) The representative office¡¯s charter, approved and sealed by the parent company¡¯s management; and

(5) A letter of guarantee from an Uzbek legal or natural person owning non-residential property, confirming consent to lease or sell the premises to the representative office

Registration requirements. All application documents must go through the prescribed legalisation process. If Uzbekistan has a consular office in the applicant company¡¯s country of registration, the documents should be notarised there.

If no such office exists, legalisation must be completed at the country¡¯s Ministry of Foreign Affairs, or at the Uzbek consular or diplomatic mission in that country.

Subsequently, all documents must be submitted again for attestation by the Consular Department of the Ministry of Foreign Affairs of the Republic of Uzbekistan. Documents bearing an apostille in accordance with the Hague Convention do not require further legalisation.

All submissions must be accompanied by notarised translations into either Uzbek or Russian. If the laws of the parent company¡¯s home jurisdiction do not require some of the above-mentioned listed documents, the company must submit a confirmation letter from its Ministry of Foreign Affairs or from its diplomatic mission in Uzbekistan.

The registration fee charged by the MIIT for setting up a representative office is BCV48 (USD1,360).

Review process. Within 10 working days of receiving an application, the competent authority reviews the submission and supporting documents, then decides whether to approve or reject the registration. The applicant is notified in writing within three days of the decision.

Takeaway

Companies should note that a representative office is not a vehicle for generating profit, but a compliance outpost in the local market. Only by adhering strictly to the principle of ¡°promoting but not operating¡± can companies achieve steady and sustainable compliance in Uzbekistan.

Wang Jihong is senior counsel and Chen Haobi is an associate at Zhong Lun Law Firm