How a Chinese Company Can Set Up a Business in Uzbekistan in 2026: Vehicle, PRC Documents, Taxes and Profit Repatriation

As of October 2026, a Chinese company or PRC citizen can set up a business in Uzbekistan without a local partner. The usual vehicle is a limited liability company (LLC, known locally as an MChJ), which may be 100% Chinese-owned (Article 8 of Law ZRU-1137). Since 7 November 2023, PRC documents need an apostille instead of consular legalisation, and registration takes up to 30 minutes once a complete file is lodged; the weeks go on paperwork in China, translation, the bank and work permits. Dividends on an LLC stake bear 10% withholding tax, and the double tax treaty with China does not reduce that rate.

Key points

• A 100% Chinese-owned LLC is the default, but a single-member parent company (一人有限责任公司) cannot be the sole participant unless it is a joint-stock company with one shareholder (Art. 8, ZRU-1137).
• No visa needed for 30 days — but not for work.
• Dividends 10%, royalties 10% instead of 20% under the 1996 treaty.
• The 2011 investment treaty guarantees transfer of returns and gives access to ICSID.
• Special economic zones offer customs relief and up to 10 years of tax stability.

Choosing the vehicle

Under Article 47 of the Civil Code, neither a representative office nor a branch is a legal entity. A joint venture is not a separate legal form: it is an LLC or JSC with Uzbek and foreign participants.

An enterprise with foreign investment is one where foreign investment makes up at least 15% of charter capital (Art. 3, ZRU-598). The LLC law allows a minimum capital only through licensing requirements, and contributions are due within one year of registration (Art. 15, ZRU-1137). But Annex 11 to the Registration Regulation, as amended on 28 March 2024, names UZS 400 million for enterprises with foreign investment, and para. 40 lists capital below the minimum as a ground for refusal, even though the 1996 decree that contained the figure was repealed in 2021. Representative offices are accredited by the Ministry of Investment, Industry and Trade within 5 working days, with a state fee of 43.2 BRV when filed online (my.gov.uz); selling through one risks withdrawal of accreditation and taxation as a permanent establishment.

PRC documents: the apostille

Since 7 November 2023, a Chinese public document needs only an apostille to be used in Uzbekistan. It is issued by the PRC Ministry of Foreign Affairs and, on its authority, by the foreign affairs offices (外事办公室) of certain provinces and cities; the apostille is a sticker with a silver national emblem and can be checked at consular.mfa.gov.cn/VERIFY (PRC MFA). India is the only state that objected to China's accession, and Uzbekistan's only objection concerns Kosovo (Convention depositary). In Hong Kong, apostilles are issued by the Registrar of the High Court (PRC declaration).

Ask your foreign affairs office which documents it apostilles directly and which only after notarisation. The Uzbek translation is certified by a notary in Tashkent.

Steps on the Chinese side

A Chinese company usually needs a filing (备案) with the NDRC before the project is implemented (Order No. 11), an Enterprise Overseas Investment Certificate from MOFCOM or the provincial commerce department (Order No. 3 of 2014), and foreign exchange registration under SAFE rules. Your PRC adviser handles this part.

Registration in Uzbekistan

An online application must be signed with the foreign founders' digital signature (para. 13 of the Regulation), so Chinese founders usually file through a representative holding a power of attorney at a Public Services Centre (para. 31) and choose the tax regime in the application. Once the file is complete, registration takes up to 30 minutes (Annex 3).

Entry, visas and work permits

The mutual visa exemption agreement has applied since 1 June 2025 to holders of PRC ordinary, service and public-affairs passports: up to 30 days per trip and no more than 90 days in any 180. For work, study or stays over 30 days, the visa must be obtained before entry (PRC Embassy). Foreigners must register their place of stay within 3 working days of arrival (Art. 7, ZRU-1074).

Work authorisation (confirmation of the right to work) is issued by the Ministry of Employment and Poverty Reduction within 15 working days, while the regional office looks for local candidates (Annex 20 to CM Resolution No. 86). At a BRV of UZS 440,000:

No confirmation is needed for residence-permit holders, specialists of IT Park residents, a foreigner who has invested at least 8,500 BRV in that organisation (PP-4008) and people working online from abroad. Founders of foreign and joint enterprises, including chief executives, are exempt only for the first 3 months of the employment contract; a hired director who is not a founder needs it from day one. See work permits in Uzbekistan.

Bank account and KYC

A bank must identify who owns and controls a corporate client and refuse to open an account if it cannot complete due diligence (Arts. 7 and 15, Law No. 660-II). Prepare the ownership chain up to individuals, including any Hong Kong layers, and evidence of where the capital contribution comes from.

Taxes in Uzbekistan

The China–Uzbekistan double tax treaty

The treaty was signed in Tashkent on 3 July 1996, entered into force on signature and applies to income from 1 January 1997 (Art. 27); the protocol of 18 April 2011 replaced only Article 25 on exchange of information, including information held by banks (State Taxation Administration). The rates match the Uzbek Tax Committee table:

The withholding agent applies the treaty rate only if a tax residence certificate is provided no later than the payment date and the recipient is the beneficial owner (Art. 357 of the Tax Code); Art. 358 accepts an apostilled original, a notarised copy, or a printout of an electronic document from the competent authority's website. In China this is the Tax Resident Certificate (中国税收居民身份证明): since 1 April 2025 companies apply through the electronic tax bureau or at the tax office, and the time limit is 7 working days where the tax office can determine residence itself (STA). The treaty covers the territory where PRC tax law applies (Art. 3): a Hong Kong company is generally not a PRC resident under it, and Hong Kong is not in the Tax Committee's treaty table. More in our article on dividends to foreign participants.

Currency control and profit repatriation

Article 17 of ZRU-598 guarantees unrestricted transfer of foreign currency out of Uzbekistan, including conversion, once taxes are paid; transfers may be suspended for insolvency, breach of creditors' rights, offences by an individual investor or under a court or arbitral decision. The 2011 investment treaty (Art. 8) also guarantees transfer of profits, dividends and royalties without delay in a convertible currency, but allows delays under laws on bankruptcy, offences and enforcement of decisions, and temporary restrictions in a serious balance-of-payments crisis (MOFCOM).

• Distribution decision. An LLC may distribute profit quarterly, half-yearly or annually and pays it within 60 days, but not while capital is unpaid, insolvency signs exist or net assets fall short (Arts. 26–27, ZRU-1137).
• Tax. The 10% is withheld and paid no later than the day after payment (Art. 355 of the Tax Code).
• Currency. A non-resident buys currency to repatriate income without limits; the bank may request documents and decides by the next banking day (paras. 21, 23–24 of Rules No. 3281).

For trade with China, the contract must contain mandatory sections — HS code, delivery basis, price and payment terms — and be entered in the foreign trade information system with a digital signature (CM Resolution No. 283). The resident must ensure repatriation; after 180 days from the date of the non-resident's obligation, the transaction counts as a capital movement (Art. 11, ZRU-573): if the factory neither ships nor refunds the prepayment, the Uzbek company is answerable. See foreign trade and customs.

Investment protection and disputes

The 2011 investment protection treaty replaced the 1992 agreement. If a dispute with the state is not settled through negotiation within 6 months, the investor may choose the competent court, ICSID, UNCITRAL arbitration or another agreed tribunal; the state may require domestic administrative review first, the choice is final and the time limit is 3 years (Art. 12).

The Investment Law sets its own sequence (Art. 63, ZRU-598): negotiations, then mediation, then the Uzbek courts, and only if the dispute is still unresolved, international arbitration — provided an international treaty or the investor's agreement with Uzbekistan contains a valid arbitration clause and the state's consent is in writing. The 2011 treaty is such an instrument, and where the law and a treaty differ, the provisions most favourable to the investor prevail (Art. 23, ZRU-598).

Both countries are parties to the ICSID Convention (China since 1993, Uzbekistan since 1995, ICSID) and the New York Convention (UNCITRAL). With private partners you can choose arbitration abroad or TIAC, which has joint TIAC-HKIAC rules. See foreign investment in Uzbekistan.

Special economic zones

ZRU-604 provides for five types: general economic zones, special science and technology zones, tourism and recreation zones, trade zones and special industrial zones (Art. 9). Zones are created by the President for up to 30 years (Art. 20).

• Application to the zone directorate, reviewed within 10 working days (Arts. 26–27). In a general economic zone, the product must be new to Uzbekistan or cover a shortfall on the market (Art. 16).
• Land is leased through an electronic online auction (Art. 28).
• The company is registered within 5 working days of receiving the plot, followed by an investment agreement and entry in the register of participants (Arts. 29, 34).

Participants are exempt from customs payments (with carve-outs for VAT and fees) on construction materials not made in Uzbekistan during construction, on listed technological equipment and on inputs for export production, and may defer import VAT for up to 120 days (Art. 39). Tax incentives follow the Tax Code; if tax law changes, a participant may apply the rules in force on its entry in the register for the incentive period, up to 10 years, except for excise goods (Art. 42). Incentives cover only activity inside the zone (Art. 37), and cement, concrete, bricks, alcohol and tobacco, among others, may not be produced there (Art. 19).

For example, the Pengsheng industrial park, set up by a Wenzhou company, became the Syrdarya section of the Jizzakh industrial zone in 2013 (Xinhua); check current incentives against the decision on the zone.

Common mistakes

• A single-member parent as the LLC's sole participant (barred by Art. 8, ZRU-1137).
• Staff entering visa-exempt "for a month" to work. A foreigner may not work without confirmation (Art. 523 of the Labour Code), and the employer's officer faces a fine of 10–25 BRV (Art. 49⁴ of the Administrative Code).
• An importer moving straight to VAT after reading Art. 461 of the Tax Code — since Decree UP-100, importers with income up to 12,000 BRV may use turnover tax; the Code has not been amended yet, so document the choice of regime.
• The residence certificate arriving after a royalty payment — 20% withheld instead of 10%.
• A Hong Kong holding company used to claim the PRC treaty — it generally does not qualify.
• Prepayments without tracking the 180 days — for imports the clock runs from the day of payment (para 23 of the Regulation, CM Resolution No. 283), not from shipment.
• Expecting to own land — foreign persons and enterprises with foreign investment can only lease it (Art. 17 of the Land Code).

Realistic timeline

For a standard LLC, allow 4–8 weeks until the company is operating with a bank account.

How Pactum helps

Pactum's lawyers in Tashkent help PRC companies to:

• choose the vehicle, tax regime and zone, and check the ownership structure;
• prepare resolutions and powers of attorney for apostille in China, the translation and the charter, and file the documents — company registration from UZS 1,500,000;
• obtain work permits for Chinese specialists — from UZS 4,000,000;
• draft foreign trade contracts — from UZS 4,000,000 — and handle currency control and customs;
• vet an Uzbek partner — due diligence from UZS 45,000,000 — and support foreign investment.

Prices exclude state fees; the final price and timing are fixed in a written proposal after we review the task. Start with a lawyer consultation: 60 minutes, UZS 300,000, credited toward the service. Contact: +998 99 050 50 70, Telegram @pactumcrmbot, info@pactum.uz.

FAQ

Can a Chinese company own 100% of a company in Uzbekistan?

Yes. An LLC may have a single founder (Art. 8, ZRU-1137), but not a single-member company, unless that company is a JSC with one shareholder.

Do Chinese documents need consular legalisation?

No. Since 7 November 2023, an apostille from the PRC MFA or an authorised provincial foreign affairs office is enough.

What tax does a Chinese parent pay on dividends?

10% on an LLC stake; the 1996 treaty does not lower it. For an IT Park resident exporting more than 50% of its income, the resident rate of 5% applies until 1 January 2040 (Arts. 337 and 483 of the Tax Code).

Sources

• ZRU-1137 on LLCs, ZRU-598 on investment, ZRU-604 on special economic zones
• Regulation on state registration, CM Resolution No. 66
• Tax Code and UP-100
• Annex 20 to CM Resolution No. 86, PP-4008, ZRU-1074
• Law No. 660-II, Rules No. 3281, ZRU-573, CM Resolution No. 283
• Uzbek Tax Committee: international treaties
• PRC State Taxation Administration: treaty with Uzbekistan and 2011 protocol and guidance on tax resident certificates
• MOFCOM: 2011 China–Uzbekistan investment treaty
• HCCH: Apostille Convention status and depositary: objections
• PRC MFA: apostille and PRC Embassy: visa exemption
• NDRC: Order No. 11 and MOFCOM Order No. 3 of 2014
• ICSID and UNCITRAL: New York Convention

Information is current as of October 2026; it is not advice on PRC law.