I. Why a Representative Office?
Nowadays foreign investors seek to establish their legal presence in Uzbekistan in order to better explore and understand the Uzbekistani market. While considering different options, investors face certain dilemmas, e.g. whether to open a representative or branch office, or a subsidiary; as well as issues regarding economic and other risks, and so on. Oftentimes we suggest our foreign clients to open a representative office instead of a branch office or a subsidiary, especially if an investor is not acquainted well with the market.
First, a representative office is a great tool to explore the market with no or minimal risk that may be incurred thereby. Second, the registration procedure for representative offices is less complicated than that for branch offices and subsidiaries. Third, for filing tax reports purposes, for some types of businesses opening a representative office may seem a better choice.
II. Procedure for Opening a Representative Office
A company that is willing to open its representative office in Uzbekistan shall submit all necessary documents with the accrediting authority, the Ministry for Foreign Economic Relations, Investments and Trade of the Republic of Uzbekistan. The following documents shall be submitted:
1) Application form containing the full name of the Company, its full address, information about the nature of Company’s business, main types and objectives of Company’s business, information about Company’s owners (shareholders), its management (CEO), etc.;
2) Constituent/foundation documents of the company (e.g. Articles of Association/Incorporation, bylaws, Charter, etc.);
3) Extract from the Trade Register or Certificate of State Registration of the Company;
4) Power of Attorney issued by the Company to a head of the representative office with indication of head’s passport details (full name, permanent address, date of birth, the name of the body that issued the passport) and description of certain powers that the Company vests in the head; and the copy of the head’s passport and two 3x4 color photographs;
5) Regulation of the Representative Office (this is a bylaws of the representative office) approved by the management of the Company and sealed by the Company;
6) Letter of Guarantee issued by a landlord (a resident of the Republic of Uzbekistan) confirming its willingness to lease the office premises to the representative office (specifying terms and conditions of the lease).
The abovementioned documents (2) and (3) should be submitted in copies that are legalized at the consulate of the Republic of Uzbekistan in the country where the Company is from. Also, one should take into account that after April 15, 2012, in Uzbekistan, the 1961 Hague Convention Abolishing the Requirement for Legalisation for Foreign Public Documents (also known as “Apostille Convention”) came into force which means that the abovementioned documents can be either legalized at the Uzbek consulate or apostilled by an authorized government agency where those documents were executed (instead of legalization). An apostille will be executed on a separate page and attached to the document itself.
III. Commercial Activity?
It is true that a representative office cannot be engaged in any business transactions. However, for some types of businesses (e.g. airline companies) Uzbek law allows a representative office to participate in certain transactions (e.g. sale of tickets).
A representative office is a good option as to exploring a new market. Please note that the opening of a representative office in Uzbekistan is not an ultimate solution. It highly depends on certain objectives of a foreign company and its expectations. Before establishing any legal presence in Uzbekistan, a company should take into consideration different aspects as well as its own capacity.
Partner, Diplomat Law Firm
 Please note that the accrediting procedure for representative offices of foreign banks differs and the accrediting authority shall be the Central Bank of the Republic of Uzbekistan.