Uzbekistan Privatization 2026: How a Foreign Investor Can Buy a State Stake in Installments

Yes: a foreign investor can buy a state stake in Uzbekistan directly if it is an individual or a non-state legal entity (Law ZRU-907 "On the Privatization of State Property", Art. 3). Since 8 September 2026, under Decree UP-177, the advance payment is 15% within 30 days, and for lots priced above 23,000 BRV (about UZS 10.12 billion at a BRV of UZS 440,000) sold at an auction, tender or exchange, the buyer chooses between a 25% discount for paying in full within 6 months and an installment plan of 5 or 7 years with no interest. When the public invitation to negotiate is used, these benefits do not apply, state shares are not put up for auction, and foreigners and enterprises with foreign investment cannot acquire land into ownership. In 2026 the state is offering stakes in 84 companies, 1,242 real estate objects and about 8,000 ha of land for sale (as of the publication date, October 2026).

Key points

• Legal basis. Decree UP-177 (PF-177) of 28 August 2026 "On Additional Measures to Reduce the State's Participation in the Economy and Accelerate Privatization" supplements ZRU-907: Art. 31 of the law allows other payment terms provided by legislation.
• Seller. The State Assets Management Agency (the Agency); the privatization commission has been abolished (clause 8).
• Payment. A 15% advance instead of 35%; a 25% discount or installments of up to 7 years apply only to lots priced above 23,000 BRV sold at an auction, tender or exchange.
• Land. Foreigners and enterprises with foreign investment are not subjects of land privatization (ZRU-728, Art. 13).
• Main risk. Under an installment plan, title passes after full payment, and until the contract is performed a restriction on the right of disposal applies (Art. 32 ZRU-907).

Abbreviations: UP — Presidential Decree; ZRU — Law of the Republic of Uzbekistan; BRV — base calculation value (UZS 440,000 from 1 September 2026); JSC — joint-stock company; LLC — limited liability company. Sub-clause letters (for example 3(z)) are transliterated from the Cyrillic lettering of the original decree: a, b, v, g, d, z, i, k.

What is being offered for sale

The names are the editors' translation from the Uzbek original of the decree on lex.uz.

The Agency may change the list of stakes in agreement with the Presidential Administration (note 5 to Annex 2), so the status of a lot should be checked with the Agency on the date of the application.

Large lots: a bank, an insurer, an airline, plants

Stakes in other companies with a predominant state share in the same enterprise are sold as a single package together with the offered stake (note 2). Until a buyer is determined, the assets may remain with the state enterprise or be managed by it under a power of attorney, by a decision of the Agency agreed with the Presidential Administration (note 3). Covenants under bonds and loans of foreign financial institutions are taken into account (note 7).

Sector approvals. A bank requires the prior permit of the Central Bank, and an insurer and an airline require approvals under their own regulators' rules; thresholds and deadlines are checked against the sector law on the transaction date. The updated "Uzbekistan-2030" strategy moved the privatization of the state banks themselves to 2027 (Spot, 18 February 2026).

Ways to buy

The methods are listed in Arts. 19–27 of ZRU-907. Electronic auctions are run by the platform operator under a contract with the Agency (Art. 20), and the platform is named in the lot notice. State shares are not put up for auction, and lots with conditions for the buyer go through a tender (Arts. 20–21), so packages of JSC shares are sold through a tender, an exchange, negotiations or a dialogue.

Separately from privatization: property transferred to state banks under a voluntary surrender agreement in settlement of a debt is sold by the bank directly at market value, including in installments or by leasing (clause 5(b)).

Step by step and deadlines

• Lot. The sale notice confirms the method, the price and the documents.
• Admission and review. Buyer status (Arts. 3, 11), land, sector permits, due diligence.
• Antimonopoly consent is obtained before the sale, because it is needed before the contract is concluded.
• Bid and deposit. The decision of the governing body and the power of attorney are prepared before the lot is published.
• Contract and payment. Advance, schedule, ownership order after full payment, monitoring of obligations (Art. 37).

The full list for a lot is in the notice. It is hard to assemble within 15 days, so documents are prepared in advance.

Payment terms: 15% advance, 25% discount, installments of up to 7 years

Under the general rule of Art. 31 of ZRU-907, payment is made within a month, a longer period is, as a rule, no more than 3 years, and if less than 35% is paid in the first month, interest at the Central Bank rate accrues on the balance. The decree is noticeably softer.

The maximum period depends on the lot price in BRV. The scale is in Annex 6 to Decree UP-70 (PF-70) of 21 April 2025 as amended by UP-177.

A BRV of UZS 440,000 has applied since 1 September 2026 (UP-115); the conversion into sums was made by the editors. Before the decree the advance was 35%, and a 14% discount was given for payment within a month (Agency, 8 September 2026). What to factor into the model:

• No discount after a price reduction. The 25% discount does not apply to assets sold on a "no discount" basis or after the starting price has been reduced (Annex 6 to UP-70).
• Negotiations and dialogue. Under a public invitation to negotiate, the benefits of clause 3(b) are expressly excluded, and dialogue is not on the list: the schedule is set by the contract.
• Ownership after full payment. Until the ownership order is issued, the buyer's rights are defined by the contract (Arts. 30, 32), which matters for resale, financing and management.
• Pledge. Only if at least 35% is paid within a month and the balance is covered by an insurance policy or a bank guarantee (Art. 31).
• Land without foreign participation. A 20% discount for paying for a plot of up to 8,000 BRV within 15 business days and installments from 1 year (Tashkent) to 10 years depending on the region apply under Decree UP-135 of 6 September 2024 and clauses 14 and 17 of Annex 12 to UP-177; there is no discount if the price has been reduced by more than 50%, and plots priced above 8,000 BRV (about UZS 3.52 billion) go under clause 3(b).

If a lot is not sold

• Price reduction. If a lot is not sold within 3 months at an auction or exchange, the starting price is reduced in steps of 10% regardless of book value (clause 3(g)); the lower limit is checked in the notice.
• New lots. After 2 months the Agency may split the asset or combine it with others (clause 3(d)).
• Hybrid auction. The price is reduced in steps of 2%, and after the first offer bidding goes upward (clause 3(i)).
• State banks with a state share of 50% or more may apply these mechanisms by decision of their governing bodies, including to the property of their investment companies (clause 4(b)).

Due diligence on a state asset

The review starts before the application. More is on the page about counterparty and asset checks and in the article on due diligence when buying a business.

Investment and social obligations

The law has no list of obligations: they are set by the tender and the contract and, as a rule, cover investment, the business profile and jobs. They can be comparable to the price: for SamAvto, a price of $80 million came with $80 million of investment.

• The restriction on the right of disposal is noted in the title documents until the contract is fully performed (Art. 32).
• Statutory encumbrances (Art. 28) are not the same as contractual obligations: they pass to the next buyer and are lifted by the body that imposed them or by a court (Art. 29).
• Claim. The authority sends a written demand, the buyer pays the contractual penalty, mediation is possible, and the limitation period is 3 years (Art. 34).

Termination does happen. Humo Air was sold in 2022 to ValleyRoad Capital; according to the Agency, the investor did not meet its obligations, and the airline returned to the state (Spot, 19 September 2026). The Fergana oil refinery, sold to Saneg for $100 million, belonged to the Agency again by June 2026, and the reasons were not disclosed (Kun.uz, 8 June 2026).

For the foreign buyer: status, land, antimonopoly control, currency

Who can buy. The applicant is an individual or a non-state legal entity, including a foreign one (Art. 3 ZRU-907). If the buyer is controlled by the state (a state company or a sovereign fund), the admissibility of its participation is checked before the application. Art. 11 restricts persons whom the law bars from participating and cases where there is a risk of unfair competition.

Land. Under Art. 13(2) of Law ZRU-728 "On the Privatization of Non-Agricultural Land Plots", foreigners, foreign legal entities and enterprises with foreign investment are not subjects of land privatization; a plot that ends up with them must be alienated within 6 months (Art. 33), and ZRU-907 (Art. 32) repeats the ban for the plot under a privatized building. A foreign buyer gets the building or the stake, and the plot remains under lease or permanent use.

Local company. A local company is not required to buy a stake or a building, and with foreign capital it will not receive land either; the structure is chosen before the application (see foreign investment).

Antimonopoly consent. Under Art. 26 of Law ZRU-850 "On Competition", it is, as a rule, needed when buying more than 25% of the voting shares of a JSC or a third of the shares in an LLC, if the assets or revenue of a participant exceed 250,000 BRV or together 500,000 BRV (UZS 110 billion and UZS 220 billion). Art. 26(4) exempts the acquisition of shares (stakes) of enterprises with state participation made by decision of the President; whether this applies to a UP-177 lot is clarified with the Competition Development Committee before the application. Consent is obtained before the transaction is concluded (Art. 27), and the winner has 10 business days to sign, so the petition is filed before the sale or the procedure is agreed with the seller in advance. A transaction made without consent that restricts competition may be declared invalid by a court. For more, see when a deal needs approval.

Currency. The decree allowed state property to be sold for foreign currency with payment in the contract currency (clause 1 of Annex 12, amendments to UP-5177); the currency and accounts are defined by the sale terms. If the price is set in sums, a 5–7-year installment plan leaves currency risk, which should be taken into account when choosing the schedule.

Special state right. In strategic enterprises the state may temporarily retain a special right of participation, an analogue of a "golden share": it is introduced by a decision of the President and disclosed before privatization (clause 6(i)).

Large sales

Sources: Agency, 8 October 2026, Kun.uz, Yuz.uz. The stages of such deals are covered in the article on M&A transactions.

Example: buying a plant

This example is hypothetical. A foreign group takes part in a tender for 100% of the shares of a plant with a starting price of UZS 35 billion: the 3% bid deposit is UZS 1.05 billion, and the antimonopoly petition was filed before the sale. The group wins with a price of UZS 40 billion. The lot is above 23,000 BRV and was sold at a tender, so three schedules are available:

• everything within 6 months with a 25% discount: UZS 30 billion, with the right to the shares immediately after payment;
• UZS 20 billion within 6 months and UZS 20 billion over 7 years with no interest: the group becomes the owner after the last payment;
• UZS 14 billion within 3 months and UZS 26 billion over 5 years; if 35% is paid in the first month and insurance or a bank guarantee is provided for the balance, the plant can be pledged.

The 15% advance (UZS 6 billion) is paid within 30 days, the land under the plant remains under lease, and until the investment obligations are performed a restriction on disposal applies. The discount saves UZS 10 billion; the installment plan preserves liquidity but postpones the transfer of title.

Common mistakes

• Building a discount or installments into the model for negotiations or a competitive dialogue.
• Waiting for a price reduction, after which the discount no longer applies.
• Planning to buy land through a company with foreign capital.
• Filing the antimonopoly petition after winning and putting the deposit at risk.
• Considering yourself the owner under an installment plan.

What changed in 2026

• 16 February 2026. The privatization of state banks was moved to 2027.
• 22 July 2026. Amendments by ZRU-1137 to Art. 26 of the Competition Law entered into force, and the thresholds were kept.
• 1 September 2026. The BRV became UZS 440,000, and the thresholds in sums rose.
• 8 September 2026. Decree UP-177 entered into force: 15% advance, hybrid auction, sale for foreign currency.
• 8 October 2026. The Agency reported that 2,800 ha of land has been sold since the beginning of the year for UZS 4.7 trillion.
• 18 November 2026. Amendments by ZRU-1168 of 17 August 2026 to Arts. 8 and 39 of ZRU-907 enter into force, including on guarantees of rights to privatized property.

How Pactum helps

• We review the lot and the state asset before the application: rights, debts, staff, covenants.
• We analyze the notice and the contract, and compare payment schedules and obligations.
• We check the buyer's eligibility and prepare the documents and the acquisition structure.
• We build the timeline for antimonopoly and sector approvals ahead of the sale.
• We support the performance of obligations and the lifting of the restriction on disposal.

If you are looking at a lot from the UP-177 list, start with the page on buying a company in Uzbekistan or book a lawyer consultation: 60 minutes, UZS 300,000, credited toward the cost of the service. The price of deal support is given after we review your task.

FAQ

Can a foreign company take part in privatization in Uzbekistan?

Yes, if it is a non-state legal entity: the applicant can be an individual or a non-state legal entity, including a foreign one (Art. 3 ZRU-907). For a buyer under state control, participation is checked before the application.

Can a foreigner buy land in privatization?

No. Foreigners, foreign legal entities and enterprises with foreign investment are not subjects of land privatization (Art. 13(2) ZRU-728), and a plot that ends up with them must be alienated within 6 months (Art. 33). A buyer of a building or a stake uses the land under a lease or a right of permanent use.

Can state property be bought in installments?

Yes. The advance is 15% within 30 days, and the balance is paid with no interest over a period from 3 months to 7 years, depending on the lot price. The 5- and 7-year options and the 25% discount apply only at an auction, tender or exchange, and the buyer becomes the owner after full payment.

What happens if investment obligations are not fulfilled?

The authority will send a written demand and may claim the contractual penalty; mediation is possible, and the limitation period is 3 years (Art. 34 ZRU-907). The contract may be terminated, as happened with Humo Air.

Is antimonopoly consent needed to buy a state package?

As a rule, yes, if the thresholds of 250,000 / 500,000 BRV are exceeded. At the same time, Art. 26(4) of ZRU-850 exempts transactions in shares (stakes) of enterprises with state participation made by decision of the President; whether this applies to a UP-177 lot is clarified with the Committee before the application. Consent is needed before the contract is concluded.

Do the new terms apply to contracts that are already signed?

Yes, the decree extends the benefits to earlier programs, including executed contracts (clause 11); the transition procedure is not spelled out, so a request to revise the schedule is sent to the seller.

Sources

• Decree UP-177 (PF-177) of 28 August 2026
• Law ZRU-907 "On the Privatization of State Property"
• Law ZRU-728 "On the Privatization of Non-Agricultural Land Plots"
• Law ZRU-850 "On Competition"
• Decree UP-115 of 23 June 2026: BRV from 1 September 2026
• State Assets Management Agency, 8 September 2026
• State Assets Management Agency, 8 October 2026
• Kun.uz: sale of SamAvto, 30 September 2025
• Kun.uz: Fergana refinery returned to the state, 8 June 2026
• Yuz.uz: Indorama to buy Ferganaazot
• Spot: privatization of state banks, 18 February 2026
• Spot: Humo Air to be put up for sale again, 19 September 2026