Doing business in Uzbekistan - An introductory guide to taxes and regulations - EY
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Contents Preface . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1. Welcome to Uzbekistan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2. Getting started. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 2.1. Arriving in Uzbekistan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2.2. Forms of legal presence available in Uzbekistan . . . . . . . . . . . . . . . . . . 8 2.3. Establishing a legal presence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3. Overview of tax rules in Uzbekistan. . . . . . . . . . . . . . . . . . . . . . . . 12 3.1. Changes to the Tax Code of Uzbekistan in 2022. . . . . . . . . . . . . . . . . 13 3.2. Personal income tax (PIT) and social tax. . . . . . . . . . . . . . . . . . . . . . . 13 3.3. Corporate income tax (CIT). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.4. Withholding tax (WHT) (other than personal income tax) . . . . . . . . . 17 3.5. Value added tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 3.6. Other taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 3.7. Taxes for subsoil mineral users. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 3.8. Revenue tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 3.9. Transfer pricing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 3.10. Tax administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 4. Overview of other laws that affect business administration . . . . . 24 4.1. Employment regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 4.2. Work permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 4.3. Banking regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 4.4. Currency regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 5. EY in Uzbekistan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Supporting our clients in a dynamic landscape . . . . . . . . . . . . . . . . . . . . . 29 Our major services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Contact information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 6. Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 A.1. Double tax treaties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 A.2. List of countries with preferential tax regimes . . . . . . . . . . . . . . . . . . 33 Doing business in Uzbekistan 1
This booklet is intended to provide useful practical guidance on legal and tax issues faced by foreign investors when starting a business in Uzbekistan. We hope that it will help investors to avoid common pitfalls, and we have highlighted areas where some forethought and planning prevent problems from arising. Uzbekistan offers a wealth of opportunities and places great importance on encouraging foreign investment in key sectors of the economy. This guide has four sections: 1. Welcome to Uzbekistan 2. Getting started 3. Overview of tax rules in Uzbekistan 4. Overview of other laws that affect business administration This guide is a brief summary of the rules in force as of 1 January 2022. It is not a substitute for comprehensive professional advice, which should be sought before engaging in any significant transaction or investment. It should also be noted that this guide does not cover all taxes in Uzbekistan. We have focused here on the most common and important types of taxes. It is therefore essential to seek separate advice as to the actual taxes applicable to any particular business. We wish you every success in this exciting and dynamic environment. Doing business in Uzbekistan 3
Highlights Time Business hours Uzbekistan’s time zone is five hours ahead of Greenwich Mean Uzbek offices are generally open from 9:00 am to 6:00 pm, Time (GMT). Monday to Friday, and are closed Saturdays and Sundays. The table below shows time differences between Tashkent and Uzbekistan fact sheet selected cities in the CIS and the world. Capital Tashkent Hours ahead of or behind Administration Uzbekistan consists of 14 administrative units: City Tashkent (in winter) the Republic of Karakalpakstan, 12 provinces Tokyo, Seoul +4 (viloyats) and the city of Tashkent Beijing, Hong Kong +3 Bordering countries Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Afghanistan Nur-Sultan, Almaty, Bishkek +1 Land area 448,900 km2 Tashkent 0 Population 35 million Baku, Tbilisi, Yerevan -1 Language Uzbek Moscow, Minsk, Istanbul -2 Central Bank Central Bank of the Republic of Uzbekistan Kiev -3 Major cities Tashkent, Samarkand, Bukhara, Khiva Paris, Frankfurt -4 Currency unit Uzbekistan Soum (UZS) London -5 Exchange rate as of USD 1 = UZS 10,837.66 New York -10 1 January 2022 EUR 1 = UZS 12,224.88 RUB 1 = UZS 147.07 Public holidays CNY 1 = UZS 1,701.55 The table below lists Uzbekistan’s official public holidays. Sources: Official sites of the President of the Republic of Uzbekistan, the Central Bank of Uzbekistan and the State Statistics Committee of the Republic of Holiday Date Uzbekistan. New Year Holiday 1 January International Women’s Day 8 March Navruz 21 March Day of Memory and Honour 9 May Ramadan Eid First day, e.g. 3 May* Kurban Eid First day, e.g. 10 July* Independence Day 1 September Teachers’ Day 1 October Constitution Day 8 December *T he dates of religious holidays in 2022 are indicated tentatively. The dates vary from year to year based on the lunar calendar. Doing business in Uzbekistan 5
2.1. Arriving in Uzbekistan Luxembourg, Malaysia, Malta, Mexico, • Nationals of certain countries who Monaco, Mongolia, Montenegro, hold diplomatic passports and have Netherlands, New Zealand, Nicaragua, appropriate accreditation Should you require assistance Norway, Panama, Poland, Portugal, in planning and managing your • Holders of a red UN Laissez-Passer, a Saint Kitts and Nevis, Saint Lucia, human capital needs, EY can advise diplomatic travel document issued by Saint Vincent and the Grenadines, San on and assist with obtaining work the UN, are exempt from obtaining a Marino, Romania, Serbia, Singapore, confirmations for foreign employees, visa for a stay up to 30 days. Holders Slovakia, Slovenia, South Korea, tax registration, and tax and legal of a blue UN passport are subject Spain, Sweden, Switzerland, Trinidad compliance for expatriate individuals. and Tobago, Turkey, UAE, Vatican, • to simplified visa procedures: a visa United Kingdom will be issued within 2 days by the Temporary visas Ministry of Foreign Affairs upon • Members of flight crews of foreign presentation of an invitation letter by In general, all foreign nationals and airlines operating regular flights to the host party. stateless persons are required to obtain Uzbekistan (for the length of time a visa to enter Uzbekistan. However, between their flights into and out of Since visa requirements are subject the following individuals are not subject Uzbekistan) to frequent changes, individuals to general visa requirements and may should check the specific applicable • Nationals of the People’s Republic of enter Uzbekistan without a visa: requirements before planning a trip to China and Hong Kong (for stays of up Uzbekistan. • N ► ationals of the following CIS to 7 days) countries: Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Moldova, Russia, Ukraine, and Kyrgyzstan (for stays of up to 60 days) and Tajikistan (for stays of up to 30 days) • Nationals of the following countries for stays of up to 30 days: Andorra, Antigua and Barbuda, Argentina, Australia, Austria, Bahamas, Barbados, Belize, Belgium, Bosnia and Herzegovina, Brazil, Brunei, Bulgaria, Canada, Costa Rica, Chile, Croatia, Cuba, Cyprus, Czech Republic, Denmark, Dominica, Dominican Republic, El Salvador, Estonia, Finland, France, Germany, Greece, Grenada, Guatemala, Honduras, Hungary, Iceland, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Latvia, Lithuania, Liechtenstein, Doing business in Uzbekistan 7
Business visas. Business visas are Unless exempt from visas as mentioned joint stock companies, limited liability issued to foreign individuals arriving in above, citizens of the following countries companies, representative offices, Uzbekistan for business purposes (e.g., are eligible to obtain an entry visa to permanent establishments of foreign for a business trip or negotiations, to Uzbekistan through the “EVISA.MFA. entities, etc. sign contracts or to attend conferences, UZ” system or obtain tourist visas under symposiums, forums, exhibitions, simplified procedures at Uzbek consular Should you require more information on concerts or cultural, scientific, sporting offices: Albania, Algeria, Angola, the nature and uses of various business or other events). Bahrain, Bangladesh, Bolivia, Cambodia, forms in Uzbekistan, EY offers tax Investment visa. An investment visa may Cameroon, Cape Verde, China (including and legal advice on how to structure be issued to shareholders/ participants Hong Kong), Colombia, Cote d’Ivoire, a specific business in Uzbekistan or founders of enterprises with foreign Ecuador, Egypt, Fiji, Gabon, Ghana, depending on the investor’s particular investments and to members of their Guyana, India, Iran, Jordan, Kingdom industry or commercial plans, as well as families for a period of three years, at the of Bhutan, Kiribati, Kuwait, Laos, a full range of company formation and end of which it may be extended. Lebanon, Macedonia, Maldives, Marshall registration services. Islands, Mauritius, Micronesia, Morocco, In addition, foreigners who have invested Nauru, Nepal, Oman, Palau, Paraguay, at least USD 3 million in production or Peru, Philippines, Republic of Korea, In this section we give details of the service industries in Uzbekistan and Qatar, Samoa, Saudi Arabia, Senegal, four types of business entities most shareholders/participants or founders Seychelles, Solomon islands, South commonly used by foreign investors. of enterprises with foreign investments Africa, Sri Lanka, Suriname, Thailand, may apply for a 10-year residence Tonga, Tunisia, United States of 2.2.1. Joint stock companies (JSCs) permit under a simplified procedure. America, Uruguay, Vanuatu, Venezuela A JSC is a legal entity that is separate A foreigner with a residence permit and Vietnam. and distinct from its shareholders. As a does not need to obtain visas and work general rule, a JSC’s shareholders are permits to live and work in Uzbekistan. The electronic visa is valid for 30 days not liable for the JSC’s liabilities. A JSC from the date of issue. The processing Work visas. Work visas are issued to may have one or more shareholders. time for electronic visa applications is foreign individuals arriving in Uzbekistan Generally, there is no minimum charter 2 (two) working days, excluding the for employment. A work confirmation capital requirement for a JSC. However, day the application is submitted. The must be submitted to Uzbek foreign electronic visa is sent to the e-mail regulations governing certain activities affairs authorities in order to obtain a address of the foreign citizen as normally subject to licensing (e.g., work visa (subject to planned changes). indicated in the application submitted banking and insurance activities) set out See the ”Work Confirmation” section via the “EVISA.MFA.UZ” web portal. minimum capital requirements for JSCs. below for details. Since establishing a JSC is a very Issuance of visas. Visas are issued abroad by Uzbekistan consulates (the 2.2. Forms of legal time-consuming and highly regulated process, investors usually prefer to opt Consular Department of the Embassy presence available for an LLC when deciding on their form of Uzbekistan). Generally, business in Uzbekistan of presence in Uzbekistan. However, visas are issued based on a letter of There are a number of legal forms for certain types of businesses (such invitation from a local Uzbek company, available for foreign and local investors as banks) the JSC is the only available or a representative office of a foreign company, submitted to the Consular wishing to establish a presence in vehicle for establishing a presence in Department of Uzbekistan. Uzbekistan, including but not limited to Uzbekistan. 8 Doing business in Uzbekistan
2.2.2. Limited liability companies (LLCs) Like a JSC, as a general rule, an LLC is a legal entity in which the participants are not liable for the company’s liabilities and bear the risk of losses from the company’s activities only to the extent of their contributions to the charter capital. An LLC may have one or more participants. An LLC may not be established by one entity that in turn has only one shareholder/ participant, unless the former entity is a JSC. Similarly to a JSC, an LLC may, as an alternative fund-raising option (besides equity-based financing), issue bonds subject to similar requirements as those set for bonds issued by JSCs. The main difference between these two types of entities is that an LLC does not issue shares. Instead, participants have ownership (participating) interests in the company. Unlike a JSC, participants of an LLC bear strict liability for the disclosure of confidential information concerning the activities of the LLC. In addition, the supreme governing body of an LLC is the general meeting of its participants. There is also an option to 2.2.3. Representative offices (RO) the RO (the main legal entity). It is create a supervisory board of an LLC. explicitly stated in the law that an RO An RO is a structural subdivision of cannot conduct business activities. As a general rule, as in the case of a legal entity that is established at An RO is established exclusively to a JSC, there is no minimum capital a different location from that of the represent and protect the interests of requirement for an LLC. However, legal entity and carries on its activities the main legal entity, and its activities regulations governing certain activities based on accreditation received from must be limited to marketing and normally subject to licensing (e.g., the government (a process described non-transactional support for the head insurance activities) may require LLCs in Section 2.3.2 “Accreditation of office. If any commercial activities are to comply with the minimum capital representative offices” below). Since an conducted through an RO, the RO’s requirements for those specific types of RO does not constitute a legal entity, accreditation may be cancelled by the business. all rights and obligations are assumed state authorities. by the legal entity that established Doing business in Uzbekistan 9
2.2.4. Branches a foreign legal entity for tax purposes services to business entities (“One- Uzbek law does not explicitly restrict/ in Uzbekistan. This is done purely for Stop-Shop Centre”). Upon submitting prohibit the establishment of branches in tax registration purposes for a specific a complete set of documents, provided Uzbekistan by foreign entities. However, project, and a PE does not constitute a that the authorities do not raise any in view of the virtual non-existence of legal form. issues, the LLC should be registered with regulations governing the registration justice, tax and statistics authorities - all and activities of branches of foreign at the same time. companies, in practice, the Uzbek 2.3. Establishing a legal There is an option to submit authorities refuse to register branches presence documents to the One-Stop-Shop of foreign legal entities. As a rule, all legal entities and Centre electronically through the We are aware of a draft law that would representative offices in Uzbekistan “e-government” web portal. However, enable the registration of branches of must be registered or accredited with this requires the use of an electronic foreign companies in Uzbekistan in the the appropriate government authorities. digital key, which means that, in future, but it remains unclear when the practice, legal entities established by 2.3.1. State registration foreign entities cannot yet be registered law might be passed. State registration in Uzbekistan is through the e-government portal, since carried out based on a “one-stop- shop” foreign legal entities founding an Uzbek 2.2.5. PEs principle whereby all registration entity are not currently allowed to obtain Alternatively, it is possible to register documents must be submitted to a an electronic digital key. a permanent establishment (“PE”) of single centre for the provision of public 10 Doing business in Uzbekistan
Uzbek law requires a standard set of In practice, this timeframe is observed, household may not be indicated as the documents, i.e., statutory documents provided that documents are complete legal address of a legal entity. prepared in the Uzbek language, to be and duly signed and meet the statutory The location of a legal entity is not only submitted in order to complete the state requirements. the place where it is registered, but also registration of a legal entity. 2.3.2. Accreditation of representative affects the court where documents are In addition, under recent legislative offices filed for litigation and the tax authority changes a foreign General Director to which certain tax and other payments There is a separate procedure for is now required to have a Personal must be made. establishing representative offices Identification Number of an Individual of foreign entities in Uzbekistan. Under Uzbek law, government (the “PINFL”), which is issued by a Representative offices of foreign legal authorities (including tax authorities) One-Stop-Shop Centre upon submission entities are subject to accreditation with require legal entities and ROs to be of a notarized copy of the foreign the Ministry of Investments and Foreign present at the legal addresses indicated General Director’s passport, a 3x4 cm Trade of the Republic of Uzbekistan (the in their foundation documents and in the photograph and a power of attorney “Accreditation Authority”). registration records of the authorities. (if the documents are submitted by a person acting on the General Director’s An RO is considered to be accredited If an entity is not actually present at its behalf). That number must be indicated from the date of issuance of a certificate legal address, i.e., the tax authorities in the application when registering an of accreditation by the Accreditation cannot find anyone representing the LLC. The procedure by which a foreign Authority. Generally, accreditation is entity at the time of their visit, the entity citizen may obtain a PINFL has not yet granted to an RO for a term of 1 to 3 may be subject to an administrative fine, been established, meaning that there is years, which may be extended upon and its corporate bank accounts may be no specific statutory timeline for issuing the company’s request. As a rule, the seized. a PINFL to a foreign citizen. extension of accreditation is a relatively straightforward process. 2.3.4. Opening a bank account Documents submitted to the One-Stop- for companies and individuals Shop Centre must be accompanied by a 2.3.3. Location (legal address) Foreign legal entities (non-residents) bank document confirming payment of A legal entity’s location is the address carrying on activities in Uzbekistan the state registration fee (the amount indicated in its foundation documents through ROs as well as Uzbek legal of which depends on the type of the (the charter and, if there is more entities and individuals (residents) entity to be registered, e.g., ranging than one participant/shareholder, the may open and use bank accounts in from one minimum wage amount on foundation agreement). Uzbekistan in both national and foreign the date of issue for an LLC to 4 times Under Uzbek law, the location of a currencies. the minimum wage for insurance companies). The documents must legal entity is the place where its Uzbek legal entities (residents) may also be duly signed, sealed, notarized state registration takes place. The open and use foreign currency accounts and, where appropriate, legalized foundation documents may establish with foreign banks outside Uzbekistan or apostilled. Otherwise, the Uzbek that the location of a legal entity is the subject to decisions of the President authorities may reject the documents, place where its permanently operating or the Government of Uzbekistan or which would delay the registration governing body (i.e., its director or international agreements allowing the process considerably. Under Uzbek law, board of directors) is situated or opening and use of accounts in national the registration of a legal entity should the place where its main business is or foreign currency with banks abroad. take no more than 30 (thirty) minutes. conducted. Please note that a private Doing business in Uzbekistan 11
3 Overview of tax rules in Uzbekistan 12 Doing business in Uzbekistan
In the sections that follow we describe the most important taxes in force in Uzbekistan. There are a number of other less significant or industry-specific taxes such as excise tax and a number of taxes on “subsurface users”, i.e., oil, gas and mining companies. It is important to conduct a thorough review of any proposed business activity to determine the actual taxes that apply to it. 3.1. Changes to the income on shares is expected to be A resident is generally defined as: subject to a 5% corporate income Tax Code of Uzbekistan tax (CIT) in the same way as (i) an individual who is physically present in Uzbekistan for over in 2022 legal entities that are residents of 183 days in any period of up to 12 Uzbekistan. months beginning or ending in a The new Uzbek Tax Code, which came into effect from 1 January 2020, (iii) For individuals and legal entities – calendar year for which tax residency The Uzbek Tax Code has undergone both residents and non-residents is determined substantial changes with a number of of Uzbekistan – interest income on (ii) an individual who is physically new concepts introduced in 2022. corporate bonds is expected to be present in Uzbekistan for less than exempt from PIT and CIT. 183 days, but more than in any Among the main changes effective from other state in a calendar year 1 January 2022 are: (i) implementation In order for these benefits to be of the transfer pricing rules, the implemented, government bodies have Accordingly, non-residents are generally controlled foreign company (CFC) been instructed to submit a draft law those individuals who do not meet the concept and the tax consolidation setting out appropriate amendments to above tests. regime for CIT purposes; (ii) the the Tax Code. introduction of a special rental tax on Taxable income mineral extraction, new definitions and 3.2. Personal income tax Income of individuals consists of rates for depreciable assets, cancelation (PIT) and social tax employment income, property income, of the limits on tax loss carry-forwards, in-kind income and other types of the introduction of a ‘dividend tax’ for income. In general, all types of income, EY offers advice and support with PEs of non-residents, etc. including benefits in kind, are taxable in all aspects of tax compliance for Anticipated changes in tax legislation. individuals and employers as well as Uzbekistan unless they are specifically payroll processing. EY also provides tax exempt. Income that is specifically Effective from 1 April 2022 until 31 exempt from tax includes alimony, state and legal assistance to high-net-worth December 2024, a number of tax pension income, etc. individuals. benefits are being introduced for securities holders: Rates Taxpayers and residency (i) For individuals - both residents and General personal income tax is levied at non-residents of Uzbekistan — share Both residents and non-residents of a flat rate of 12% for residents, while for dividend income is expected to be Uzbekistan are subject to personal non-residents a flat rate of 20% applies. exempt from personal income tax income tax. Residents are taxed on their Dividends and interest payable to tax- (PIT). worldwide income, while non-residents resident individuals are subject to tax at are taxed only on their Uzbek source the rate of 5%, while for non-residents the (ii) F or legal entities that are non- income. tax rate for dividends and interest is 10%. residents of Uzbekistan — dividend Doing business in Uzbekistan 13
It should be noted that, from A foreign citizen who becomes a tax —w hose share in the foreign 1 April 2022 to 31 December 2024, resident of Uzbekistan is obliged to company exceeds 10% if the individuals, both residents and file an annual tax return not later than shares of all other persons non-residents of Uzbekistan, are 1 April following the reporting year recognised as tax residents exempted from personal income on his/her worldwide income. The tax of Uzbekistan exceed 50% tax on: assessed in the annual tax return (i.e., in total, or any outstanding liability) must be paid —w ho exercise control over the (i) share dividends; by the individual not later than 1 June foreign company (regardless of (ii) interest income on corporate following the reporting year. If foreign their participation share) bonds. individuals who are tax residents permanently leave Uzbekistan, they (ii) For a CFC without corporate Tax compliance are also obliged to file a ‘departure’ tax status the controlling person is The tax year in Uzbekistan is return not later than one month before its founder the calendar year. A withholding departure and the resulting tax liability If a tax-resident individual is recognised obligation is placed on Uzbek legal must be paid within fifteen days of filing as a controlling person of a CFC, he entities, individual entrepreneurs the ‘departure’ tax return. or she is obliged to include retained (where applicable), foreign legal earnings of that CFC in his/her annual entities operating in Uzbekistan Individual entrepreneurs with annual revenue below UZS 100 million taxable income and pay relevant tax. through permanent establishments or representative offices, etc. (‘tax (approx. USD 9,230) must also pay In addition, Uzbek tax residents must agents’) which make salary-related personal income tax on the basis of notify the tax authorities (1) of their payments to individuals and provide an annual return or pay a fixed tax. The participation in foreign legal entities benefits to employees. Tax agents are amounts of the fixed tax vary based on and the establishment of foreign responsible for the proper assessment, the type and location of activity. unincorporated entities, and (2) withholding and remittance of personal Controlled foreign company (CFC) of CFCs of which they are controlling income tax. Tax agents are also obliged persons. rules for individuals to file monthly reports on income paid A CFC is a foreign legal entity (not Mandatory payments to social funds to their employees and tax withheld thereon by the 15th of the month classed as a tax resident of Uzbekistan) Social tax following the reporting month and or a foreign unincorporated entity Employers are required to assess and must submit an annual return together whose controlling persons are Uzbek pay social tax at the current rate of with their annual financial statements. tax-resident individuals. Specifically: 12% (25% in the case of state-funded Personal income tax must be paid to (i) F or a CFC with corporate status organizations) of gross payroll (i.e., at the budget at the time income is paid, controlling persons are individuals: the employer’s expense). The assessed but not later than the deadline for the — whose share in the foreign amount of social tax must be paid to submission of monthly reports. company exceeds 50% in 2022 the budget on a monthly basis (not (25% from 2023) later than the monthly tax return filing deadline). Similarly, a cumulative 1 ot later than 15 February following the reporting year (or not later than 25 March following the reporting year for companies with foreign investments and N non-residents operating through a PE). 14 Doing business in Uzbekistan
return must be submitted to the tax 3.3. Corporate income Depreciation for tax purposes authorities on a monthly basis not later than the 15th of the month following tax (CIT) To qualify as a fixed asset for tax purposes, an asset must be defined as the reporting month, and an annual such under accounting legislation. EY offers the following services return must be submitted together with in the area of corporate income tax: For tax purposes, assets may be the annual financial statements. • Advisory and structuring depreciated up to the maximum rates Employee pension fund • Assistance with tax compliance shown in the table below: contributions of legal entities at every step of Employers must make monthly the process Type of fixed asset Maximum • Tax review and due diligence services depreciation mandatory contributions to individual rate funded pension accounts of local • Other tax-related services employees (foreign citizens without Buildings 5% Uzbekistan residence permits are Payers Structures 10% generally not subject to such Taxpayers for CIT purposes are (i) Trains, ships, aeroplanes 10% contributions) at the rate of 0.1% of Uzbek resident legal entities on income their gross employment income. Pipelines, communications from worldwide sources, (ii) foreign These contributions are deductible equipment, power lines and 15% legal entities that carry on activities equipment from amounts of personal income tax in Uzbekistan through a permanent payable by tax agents. Production machinery and establishment (PE), (iii) individual 20% equipment Other individual taxes entrepreneurs with an annual revenue of more than UZS 1 billion (approximately Cars, computers and office Property tax 40% USD 92,270) or who become CIT payers equipment The property tax is imposed on on a voluntary basis, etc. All other assets 15% buildings and apartments possessed by Uzbek legal entities with an annual individuals. The rates vary from 0.25% turnover of less than UZS 1 billion Land, construction-in-progress, to 1.5% applied to the cadastral value (approximately USD 92,270) are eligible and certain other assets are not of the property. for simplified taxation (revenue tax) depreciated. Land tax instead of CIT and output VAT (see the “Revenue tax” section). Intangible assets are amortized for tax An individual granted permanent possession of a land plot is subject to purposes over the useful life of the asset Taxable income land tax at a fixed rate depending on or five years (if the useful life cannot be Taxable income of Uzbek legal entities determined). the location of the land. For example, is determined as aggregate income in the city of Tashkent, the rates vary less qualifying tax-deductible expenses, Investment deduction from UZS 500 (approximately USD with account taken of tax reliefs (where 0.046) to UZS 1,280 (approximately Taxpayers are allowed to make an applicable) and deductions provided for USD 0.118) per square metre per investment deduction amounting to: in the Tax Code and other legal acts. The annum, depending on the location of required standards of documentation • 20% of the cost of new production the land plot. (especially documents used to support equipment, expenditure on the deductions) are particularly high in modernization and retrofitting of Uzbekistan. production facilities, etc. Doing business in Uzbekistan 15
• 10% of expenditure on the expansion of such an individual/entity, etc.) is Register of E-commerce Entities that of production through the new more than 3 times greater than the sell goods and services online, the CIT construction or reconstruction of taxpayer’s equity (13 times in the case rate is 7.5%. Meanwhile, taxpayers that buildings and structures used for of banks and leasing organizations), carry on activities in the social sphere, production purposes thin capitalization rules apply and certain producers of agricultural goods, interest expenses above the calculated exporters (insofar as profit from exports Loss carryforwards thresholds are considered non- is concerned), et al. are subject to CIT at Starting from 1 January 2022, deductible. 0% (if certain conditions are met). limitations on tax loss carryforwards are Tax rate and compliance The tax period is a calendar year. cancelled (before 2022 a tax loss could The regular CIT rate is 15%. This rate Quarterly CIT returns must be filed be carried forward within a 10-year also applies to Uzbek enterprises with not later than the 20th of the month period in amounts not exceeding 60% of foreign participation and PEs of foreign following the reporting quarter and an the tax base for the current tax period). companies. For commercial banks, annual return must be filed not later Thin capitalization mobile telecommunications operators, than the 1 March of the following year. If controlled liability of the taxpayer legal entities that manufacture The final tax liability must be paid by (i.e., loans from a foreign individual/ polyethylene granules, and markets the deadline for filing tax returns. entity holding at least 20% of shares and shopping malls, the CIT rate is 20%. Companies with revenue of more than in the taxpayer or from a related party For taxpayers included in the National UZS 5 billion (approximately USD 16 Doing business in Uzbekistan
461,400) in the preceding calendar Consolidated group of taxpayers Tax agents year must pay monthly advance A consolidated group of taxpayers is a Any tax-registered entity that pays payments not later than the 23rd of each voluntary association of taxpayers based Uzbek source income to a foreign month of the reporting period. on a relevant agreement whereby CIT company is potentially a tax agent with Controlled foreign company (CFC) is assessed and paid on the aggregate the responsibility to withhold tax from financial result of the economic the gross amount of the Uzbek source rules for legal entities activities of those taxpayers. income of the non-resident (without A CFC is a foreign legal entity (not deductions). classed as a tax resident of Uzbekistan) A consolidated group of taxpayers may or a foreign unincorporated entity whose be created by legal entities subject to Taxable income controlling persons are legal entities certain criteria, e.g., the total revenue Taxable income includes, but is not classed as Uzbek tax residents. of all legal entities that are members limited to: of the consolidated group of taxpayers (i) F or a CFC with corporate status from the sale of goods and services • Dividends and interest controlling persons are legal entities: together with other income according • Income from the sale of property —w hose share in the foreign to financial statements for the calendar located in Uzbekistan: shares, stocks company exceeds 50% in 2022 year must be at least UZS 500 billion (except for stocks traded on a stock (25% from 2023); (approximately USD 46,135,420), exchange), and real estate. Taxable provided that one entity has a direct —w hose share in the foreign income is defined as the amount or indirect share of at least 90% in company exceeds 10%, if the by which the sale price exceeds the the charter (authorised) capital of shares of all other shareholders original purchase price the other legal entities. This condition recognised as tax residents of must be met during the entire term • Income from the sale of goods in Uzbekistan exceed 50% in total, or of the agreement on the creation of a the territory of Uzbekistan via a consolidated group of taxpayers. commission agency agreement or —w hich exercise control over the other similar agreement. Taxable foreign company (regardless of Dividend tax for permanent income is defined as the excess of the their participation share). establishments of non-residents amount paid to foreign entities over (ii) For a CFC without corporate Net profit remaining at the disposal the original purchase price status the controlling person is its of a non-resident operating through a • Royalties founder. permanent establishment in Uzbekistan after the payment of tax is considered as • Lease payments If a tax-resident company is recognised a dividend and is subject to 10% tax. • Insurance premiums as a controlling person of a CFC, it is obliged to include retained earnings of • Telecommunications and freight that CFC in its taxable income and pay 3.4. Withholding tax (WHT) charges relevant tax. (other than personal • Fees for services, etc. In addition, tax-resident companies must income tax) notify the tax authorities (1) of their participation in foreign legal entities Uzbek source income of a non-resident and (2) of the establishment of foreign legal entity (without a PE) doing unincorporated entities and of CFCs of business in or with Uzbekistan is subject which they are controlling persons. to WHT at the source of payment. Doing business in Uzbekistan 17
Tax rates and compliance * From 1 April 2022 to 31 December the reduction of WHT rates to 0%-15%. 2024, for legal entities that are However, specific requirements must Type of income Rate non-residents of Uzbekistan, income be met for DTT provisions to be applied. of non-residents of WHT in the form of dividends on shares is Please refer to the Appendix hereto for Interest, dividends* 10% expected to be subject to 5% WHT. the list of DTTs. Insurance premiums under insurance, co-insurance, and 10% Interest on certain loans made by Withholding tax is withheld and reinsurance agreements financial institutions and certain types remitted by tax agents. The general of income of banks are subject to rules are: Income from international transportation and 6% 0% WHT. • Tax must be withheld and paid not telecommunications services Most double tax treaties (DTT) later than the date following the day Other income 20% concluded by Uzbekistan provide either the income was paid to the non- for exemption from Uzbek WHT or for resident 18 Doing business in Uzbekistan
• A ► WHT return must be filed not Starting from 1 January 2022, the list in Uzbekistan (based on the place later than the 20th of the month of VAT payers is extended to include of supply rules) and imports into following the calendar month in tax consulting, auditing and non- Uzbekistan, unless they are zero-rated which income was paid to the profit organizations (as well as state- or specifically exempt. Any excise tax non-resident funded institutions) if they carry on paid is included in the taxable base for entrepreneurial activities, regardless VAT purposes. Dividends payable to Uzbek tax of their revenue. VAT payers also now residents are subject to domestic VAT payable to the budget is generally include agricultural producers with 25 WHT at the rate of 5%. Starting from determined as output VAT less hectares or more of irrigated land. 1 January 2020, interest payable to allowable input VAT. Input VAT Uzbek tax resident companies is not The standard rate of VAT is 15%. incurred in connection with the supply subject to domestic WHT (with certain VATable turnover of exempt goods and services and non- exceptions); instead, it is included in VAT is levied on turnover derived business costs cannot be offset against the aggregate income of the interest from the supply of goods and services output VAT. recipient and assessed to CIT. 3.5. Value added tax EY offers help with VAT risk identification, VAT compliance support and cross-border VAT planning. Payers and registration VAT payers are (i) Uzbek legal entities on a general basis, (ii) individual entrepreneurs whose annual revenue exceeds UZS 1 billion (approximately USD 92,270) or who register as VAT payers on a voluntary basis, (iii) foreign legal entities that sell goods or services in the territory of Uzbekistan if the place of supply is deemed to be Uzbekistan (e.g., electronic services sold to individuals via the Internet), (iv) foreign legal entities operating in Uzbekistan through a PE, and (v) legal entities and individuals that import goods into Uzbekistan (import VAT), etc. VAT payers are assigned a VAT registration number. Doing business in Uzbekistan 19
Purchase of services from • Goods and services purchased by VAT on electronic services supplied non-residents (reverse charge legal entities using a loan provided by by non-residents to individuals AT / withholding VAT) international or foreign government Starting from 1 January 2020, a financial institutions, provided that non-resident company that supplies Under the place of supply rules, such exemption is provided for in the electronic services to individuals living in services are deemed to be supplied at legislation, etc. Uzbekistan via the Internet (B2C) must the location of the business activity of VAT compliance register as a VAT payer in Uzbekistan, the purchaser of the services, except calculate Uzbek VAT based on turnover for certain specified services. Where The VAT tax period and reporting from those services (if the place of such services are rendered by a non- period is a calendar month. VAT supply is deemed to be Uzbekistan), file resident, the Uzbek purchaser of returns must be filed, and VAT due the services is considered as a tax quarterly VAT returns (electronically) must be paid not later than the 20th agent for VAT purposes, i.e., the and pay the calculated amount of VAT to of the month following the reporting Uzbek purchaser has an obligation to the Uzbek tax authorities. month. assess VAT based on the VAT-inclusive price of the services and withhold and remit VAT to the budget on behalf 3.6. Other taxes of the non-resident. However, if the contract for the supply of services does Nature of tax Rate not take into account Uzbek VAT, the Excise tax: imposed on a specific range of services and goods Various purchaser of the services is required to produced in Uzbekistan or imported into Uzbekistan. Goods self-assess and pay VAT to the budget subject to tax include oil and gas products, alcohol, tobacco, on top of the price of the services (in etc. Services subject to tax include mobile telecommunications a similar way to the reverse charge services. mechanism). That VAT may be offset Property tax: imposed on the annual average depreciated Standard rate is 1.5% against output VAT in the normal value of immovable property and certain other assets. Tax rate for construction manner. Land is exempt projects that have not Zero rating been completed within the normative period is 3% Export sales of goods, international transportation services and utility Motor vehicle levy: imposed on sales/purchases of cars and Various services provided to individuals are other vehicles generally taxed at a zero rate. Water use tax: standard rates per cubic metre Surface water UZS 240 (approximately USD 0.022) Exempt supplies Underground water UZS 290 VAT-exempt supplies and imports (approximately USD 0.027) include: Land tax: imposed at a fixed rate per hectare; varies depending Various • Financial services except for bank on the location, quality and purpose of the land plot Example: rate in Tashkent transactions for which fixed charges Zone 1 is UZS 220 million apply (approx. USD20,300) • Insurance services per hectare 20 Doing business in Uzbekistan
3.7. Taxes for subsoil mineral users Special rental tax (SRT) on mineral from the sale of extracted resources, extraction excluding VAT and excise taxes, and the cost of extracting them (i.e., capital The SRT was introduced on 1 January and operating expenses and historical 2022. Payers of the SRT are legal expenses). However, if the right to use entities that mine metals (precious, a subsoil plot for geological exploration non-ferrous and/or radioactive metals, or production at a previously explored rare earth elements and/or those subsoil plot is put up for tender with extracted from technogenic mineral respect to certain metal mining or deposits) and hydrocarbons in licensed hydrocarbon assets with significant areas where mining will begin after 1 commercial potential, the organizer of January 2022. Companies operating the competitive tender or bidders may under production sharing agreements offer higher tax rates. are exempt from the SRT. Companies with foreign investments The minimum tax rate is set at 25% which are payers of the SRT are entitled of the tax base (income determined to keep records for tax purposes in US as the difference between revenue dollars on an accrual basis. Subsoil use tax Subsoil use tax is imposed on the extraction of natural resources. Tax is imposed on the sale price of extracted natural resources and their components as well as on waste derived from the extraction or processing of natural resources. Subsoil use tax Rate Energy 2.6%-10% Precious metals 7% Non-ferrous metals 7%-10% Radioactive metals, rare and rare earth elements 2.7%-8% Ornamental stone materials 10% Ferrous metals 4%-5% Mining and chemical materials 3.5%-5.5% Ore mining materials 3%-7.9% Construction materials Various Mineral products extracted from technogenic mineral deposit 50% of the tax rate for the extraction of the main mineral Doing business in Uzbekistan 21
3.8. Revenue tax (for wholesale/retail trading in very 1. Controlled transactions between remote areas) up to 25% (pawnshops, related (affiliated) parties Legal entities with an annual turnover brokerage houses). The standard rate T ransactions between related parties, (revenue) not exceeding UZS 1 billion is 4%. The reporting period for revenue including transactions between tax (approximately USD 92,270) may tax is a calendar month. The tax return residents of Uzbekistan under certain choose to pay revenue tax (instead filing deadline is the 15th of the month conditions (e.g., transactions exceeding of CIT and output VAT). Individual following the reporting period. The a materiality threshold of more than entrepreneurs whose annual revenue annual tax return must be submitted UZS 5 billion [~ USD 455,000], is over UZS 100 million (approximately not later than 15 February of the transactions with entities that apply tax USD 9,227) but less than UZS 1 following year. benefits, etc.). billion are also eligible to pay revenue tax. The tax base for revenue tax is 3.9. Transfer pricing 2. Cross-border controlled generally gross revenue (with some transactions Controlled transactions adjustments). • C ross-border transactions involving Under the transfer pricing rules, the Revenue tax rates established for goods traded on commodity exchanges following transactions are considered 2021 vary depending on the type of (non-ferrous metals, precious metals, controlled and therefore subject to business and location, e.g., from 1-2% arm’s length principles: mineral fertilizers, etc.) 22 Doing business in Uzbekistan
• T ransactions in which one party is a Tax audits Penalties and interest person whose place of registration, Taxpayers are subject to tax audits, place of residence or place of tax Interest is charged on late tax payments and it is vital to manage the tax audit residence is an offshore jurisdiction at one three-hundredths (1/300) of the process. There are various types and (please refer to Appendix (A.1.) for refinancing rate set by the Central Bank categories of tax audit. the list of such countries). of Uzbekistan (approximately 0.047% Tax audits can cover any period within based on the refinancing rate effective the tax statute of limitations, which as at 1 January 2022) for each day of 3.10. Tax administration is generally 5 years. Tax audits can the delay. The tax administration rules in be intrusive and time-consuming and Penalties imposed on legal entities for Uzbekistan are complex, and penalties may sometimes even result in criminal tax violations include the following: for even minor infringements can be proceedings. •► The penalty for non-registration or severe. Assessments late registration by a foreign legal Upon completion of a tax audit, the entity carrying on activities leading EY offers comprehensive tax tax authorities usually issue a tax to a permanent establishment in compliance and tax due diligence audit report. If no violations of tax Uzbekistan is 10% of income earned services to assess in-house tax law are discovered, a note to that from the date on which the activities compliance risks, as well as on-site tax effect is made in the tax audit report. began, but not less than UZS 10 audit support and a full range of tax Otherwise, based on the findings of million (approximately USD 923) appeal services. the report, the tax authorities issue •► T he penalty for late registration as a a decision to impose audit-based VAT payer is 5% of revenue received Tax accounting policy assessments of taxes and other from the registration date required obligatory payments plus applicable by tax law to the date of actual Starting from 1 January 2020, penalties and interest. registration, but not less than UZS 5 taxpayers are required to have a Tax Accounting Policy, which they may Appeals million (approximately USD 460) draw up in any form. Taxpayers may, within set time •► T he penalty for the understatement of limits, file appeals against decisions tax liability is 20% of the additionally Tax returns assessed tax liability of tax authorities in the following Tax reports (including returns and order: •► T he penalty for concealing revenue is calculations) must be compiled and 20% of the concealed revenue, etc. submitted by the taxpayer to the 1. Appeal to a higher tax authority •► T he penalty for non-compliance with local tax authority for their registered 2. Appeal to a court (only after step the transfer pricing rules is 40% of address. Legal entities and individual 1 has been completed, unless the underpaid tax. entrepreneurs generally prepare and decision being contested was issued submit tax reports electronically. by the highest tax authority - the In addition, administrative fines may be State Tax Committee) imposed on company officers for tax offences. In certain cases, they may also face criminal proceedings. Doing business in Uzbekistan 23
4 Overview of other laws that affect business administration 24 Doing business in Uzbekistan
4.1. Employment employment agreements, amendments 4.2. Work permits thereto and termination of employment regulations agreements. All employment Until 2021, a foreign citizen who The Uzbek Labour Code and other agreements must be simultaneously came to Uzbekistan to work (i.e., who labour regulations apply to both local registered with the Unified National has been hired under an employment and foreign citizens, including stateless Labour System. agreement) was able to work in persons, working in Uzbekistan on the country only after obtaining a At the time of writing, a new version confirmation of the right to work in the basis of employment agreements of the Labour Code is being drafted. It with their employers. Furthermore, Uzbekistan (”work confirmation”) is expected that the new Code may be issued in his/her name on the basis of employment relationships within enacted during 2022 and will include organizations that are fully or partially the permit to hire foreign labour (”work more extensive provisions on the rights permit”) obtained by the employer. owned by foreign legal entities or and obligations of employees and individuals are also regulated by Uzbek employers, as well as provisions aimed Starting from 2021, the requirement labour law. at protecting the interests of various to obtain a work permit was abolished. An employment agreement with an categories of employees, regulating the Instead, a maximum quota for the employee must be concluded in writing. employment of foreign and stateless hiring of foreign personnel is expected The terms of an employment agreement persons, and establishing personal data to be introduced. At the same time, are determined by mutual consent of protection and processing requirements. the requirement to obtain a work the employee and employer and must also comply with the requirements established by the Labour Code and other relevant labour regulations. Employment agreements may be concluded for a fixed or indefinite term. An employment agreement may establish a probation period, which should not generally exceed 3 (three) months. The Unified National Labour System was implemented from 1 January 2020 with the aim of standardizing and digitalizing employment relations. It serves as an electronic database of individuals’ employment histories, effectively replacing the old system of “labour books”. The Unified National Labour System includes information on work experience and registered employment relationships, including details (e.g., date, registered number) of Doing business in Uzbekistan 25
confirmation authorizing a foreign Although a work confirmation may One-Stop-Shop Centre, after which citizen to work in Uzbekistan is appear to be a personal work permit for the documents are transmitted to expected to remain in force. Updated a foreign citizen, it is the responsibility the government body responsible regulations setting out the new of the employer to apply for it. A work for issuing work permits and work requirements have not yet been confirmation may not be transferred confirmations - the Agency for published (at the time of writing). to other employers. Thus, a foreign External Labour Migration Matters employee’s employment and his/her (the “Agency”). As a rule, the Agency This rule applies to all foreign work confirmation are attached to that has 15 (fifteen) days to review employees except for those who are specific employer. Furthermore, only the application and issue a work specifically exempt, such as employees local employers may apply for a work confirmation. of ROs accredited by the Accreditation confirmation. Authority (up to 5 (five) employees) or A work confirmation is issued for individuals hired within the framework Documents required to obtain a work a period of one year and may be of intergovernmental treaties. confirmation must be submitted to a extended. 26 Doing business in Uzbekistan
In order to create favourable conditions is set at UZS 100 billion (approximately 4.4. Currency regulations for the attraction of qualified foreign USD 8.8 million). Foreign banks, foreign specialists, increase the investment financial institutions and banking Currency law allows cross-border appeal of the Republic of Uzbekistan institutions with good investment transactions to be carried out in and stimulate the attraction of ratings can open subsidiary banks any currency of the parties’ choice. competitive human resources, qualified or participate in the capital of local However, transactions within and highly qualified foreign specialists banks subject to certain requirements. Uzbekistan must take place only in (experts) may be granted work Other non-financial foreign entities soums (UZS), the national currency of confirmations for up to three years with face stricter requirements, such as a the Republic of Uzbekistan (subject to an unlimited number of extensions. minimum rating requirement for the certain exceptions). entity and its origin country and a 50% Currency operations may be subject EY offers a range of legal, tax, payroll limit on their ownership interest in the to registration and subsequent and work permit services to help bank. monitoring, depending on the you structure your operations in At present, Uzbekistan is working substance of the transactions. Uzbekistan efficiently from a human on re-organizing and privatizing at Generally, legal entities are allowed resources perspective and ensure least 6 local banks, including with the to purchase foreign currency from compliance with tax, payroll and involvement of foreign investors. The commercial banks in order to fulfil their labour regulations. Depending on your main goal of privatization is to reduce obligations under the following types of needs, we are able to offer assistance the state’s share in the banking sector international transactions: imports of ranging from ad hoc advisory services by selling shares in state-owned banks goods, work and services, repatriation to complex structuring advice and on a competitive basis to investors of profits, including dividends, with the appropriate experience repayment of loans, payment of travel complete outsourcing of the HR and and knowledge. It is expected that expenses, and certain non-commercial payroll function. privatization will increase the efficiency transfers. Individuals generally may of banking activities and the availability also buy and sell foreign currency at and quality of financial services, and banks subject to certain limitations. 4.3. Banking regulations will enable modern international The law specifically prohibits payments The banking system of Uzbekistan banking standards, information in foreign currency in the territory consists of the Central Bank of technology and software products to of Uzbekistan for goods (work and the Republic of Uzbekistan and be introduced to the Uzbek banking services), with certain exceptions, such commercial banks. Banking operations system. as payments made using international in Uzbekistan must be licensed by payment cards in accordance with the Central Bank of the Republic of EY has a team of professionals who international practice. Prices and tariffs Uzbekistan. can advise on setting up a bank in for goods (work and services) sold International financial institutions Uzbekistan and relevant compliance locally and the charter capital of local also operate in Uzbekistan to a certain requirements and provide full support companies may only be set in local extent, providing financing to local with the financing of local businesses currency. In addition, state duties and businesses in the form of loans or by international financial institutions. other mandatory payments may be equity investments. charged, withheld and paid only in local currency. The minimum charter capital for banks Doing business in Uzbekistan 27
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