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Set up a limited liability company: step by step

Set up a limited liability company: step by step

The Law Firm ‘LEGATE’ provides brief information on the procedure for the formation and registration of a commercial enterprise in the form of a limited liability company, which is the most common legal form in the Republic of Uzbekistan.
By the Law of the Republic of Uzbekistan “On Limited and Additional Liability Companies”, a limited liability company is a company established by one or several persons (individuals or legal entities), whose authorized capital is divided into shares of the sizes determined by the constituent documents. Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.

To set up and register a limited liability company (hereinafter - Company)
1. The initiator must:

1.1. Create a company name (the company name must be reserved from the available names in a special system and must be written in Latin letters).
1.2.  Determine the size of the authorized capital of the Company (fixed in national currency - Sum, must be formed within a year from the date of registration, the minimum and maximum size is not limited, but for certain types of activities for which licensing is required, it can be determined by licensing requirements).
1.3. Determine the composition of the founders and the distribution of shares of participants (the founders can be legal entities and individuals, including foreign legal entities and individuals, the minimum number of founders is 1, the maximum is 50).
1.4. If it is planned to make a contribution to the authorized capital by property, then a list of property and its value must be determined.
1.5. Determine the legal (postal) address of the Company (the exact address where the established Company will be located); the cadastral documents proving the ownership of the property or the guarantee letter of the owner’s consent to lease is not required.
1.6. Determine the candidate for the Company's CEO (this can be either a resident or a non-resident, but a non-resident will must obtain a work permit).
1.7. Determine the core activities (the Company is entitled to engage in activities that are not specified in the charter).
1.8. Choose the Company's tax system.

2. The initiator provides the following documents to lawyers:

2.1. Documents of the founders: a copy of the passport with registration (for an individual); a copy of an extract from the trade register (for a legal entity);
2.2. If the constituent documents of the Company are signed by a representative of a legal entity, a power of attorney for the representative is required.
an extract from the register and a power of attorney must be legalized in the prescribed manner and must be submitted with a notarized translation into Uzbek or Russian. Legalization is not required if the documents are apostilled. Apostille is not required for countries with which Uzbekistan has signed agreements on the recognition of documents.
2.3. A copy of the director’s (CEO) passport with registration.

3. After receiving the above information and documents, lawyers:

- ensure the translation of foreign documents into Uzbek or Russian and their notarization (If necessary);
- reserve a brand name;
- prepare minutes of the General meeting of founders (decision) on the establishment of the Company;
- prepare minutes of the General meeting of founders  (decision) on the appointment of the director (CEO) of the Company;
- prepare the Charter of the Company in Uzbek language (bilingual version or translation is possible);
- prepare the Memorandum of Association of the Company in the Uzbek language, which is necessary if there are 2 or more founders (bilingual version or translation is possible);
- accompany (if necessary) the receipt of a taxpayer identification number for the founder - a foreign individual or a foreigner - a representative of a foreign legal entity.

4. When the prepared documents are signed by the participants or their representatives, the Company is subject to state registration.

4.1. Lawyers accompany the registration procedure, but the founders or their representatives must be present at the registration and sign the registration application in person (if necessary, lawyers can act as representatives of the founders based on a power of attorney).
4.2. The state registration fee to set up a limited liability company (ordinary company) is  1.0 base estimated amount (223,000 UZS); to set up a company with the official status of “enterprise with foreign investments” (the authorized capital is at least 400,000,000 sums and foreign investment is at least fifteen percent of the authorized capital) -  10.0 basic estimates (2,230,000 UZS).
4.3. The registration procedure ends with the issuance of a registration certificate. At the same time, it is necessary to register the Company with tax authorities and statistical agencies.

5. The following actions may be accompanied by lawyers after the registration procedure is completed:

- receiving of a seal (if the Company will operate using a seal);
- opening a bank account;
- providing information about the Company to the tax authority (form No. 8, the term for submitting is 10 days);
- obtaining an electronic digital signature key for the Company;
- conclusion of a lease contract for the selected location;
- selection of an accounting company;
- obtaining permission to attract foreign employees (if non-residents are hired).

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