Opening business and registering a company in Tajikistan

To ensure continuous and successful growth of business in Tajikistan, it is essential to properly register a company (Branch or Representative Office), in compliance with all the laws and regulations of the country. For the effectiveness of business, it is important to choose the right form of registration and structure of the company, properly open a bank account based on the type of activity and the needs of your business. Therefore, before deciding on registering a company in Tajikistan, it is advisable to consult with HLB Tajikistan experts. We’ll be happy to provide you with a solution that fits your business objectives, budget and expected timeline. Our strength is in analyzing each client’s request in depth and offering custom solutions to fit any client’s needs. Our Company ranks one of the leaders in the market of Tajikistan.

Country Brief

The Republic of Tajikistan is located in Central Asia, its a former Tajik Soviet Socialist Republic within the USSR, bordering Uzbekistan to the west and northwest, Kyrgyzstan to the north, China to the east, and Afghanistan to the south, with capital city Dushanbe. Tajikistan is a member of the CIS, a party to the WTO and has a steady economic growth.

Under the Constitution adopted on November 6, 1994, the Republic of Tajikistan is a sovereign, democratic, secular, legal and unitary state. Tajikistan is a welfare state with a policy aimed at promoting conditions for decent living and unhindered human development.

• Total area: 142,970 km², 93% of which comprises mountains.
• The population as of 01.01.2021 is 9, 504 million:
• Capital city: Dushanbe.
• State language: Tajik. Russian is a language of interethnic communication.
• A President of the Republic of Tajikistan is a head of state and head of executive power (Government).
• Currency: Tajik Somoni.
• Exercises free trade (with no import tariffs and no volume restrictions) with the CIS member states.
• Tajikistan has a Double Taxation Avoidance Agreement (DTRA) with 35 countries, including the CIS: the Russian Federation, Armenia, Turkmenistan, Belarus, Ukraine, Kazakhstan, Kyrgyzstan, and Uzbekistan.

Taxation in Tajikistan

The Tax Code of the Republic of Tajikistan establishes organizational, legal and economic frameworks for introducing, changing, canceling, calculating and paying taxes, meeting tax liabilities and aims to shape, promote and incentivize economic activity.

In Tajikistan, companies can operate under the following tax systems:

• Common tax regime
• Special tax regime

In recent years to achieve national development goals for poverty reduction and economic growth the Government of Tajikistan and the Tax Committee of the RT implemented major tax administration reforms. Notably, an Electronic Tax Reporting System was introduced, tax inspections were reduced and a moratorium on tax inspections for certain activities was applied, including a moratorium on all types of inspections for all business entities until 2023. One of the significant events of early 2022 was the enactment of a new edition of the Tax Code of Tajikistan, whereby the tax items were reduced from 10 to 7 and the rates of main taxes were lowered.

One of the innovations for employers in Tajikistan included a lower social security tax. Employers in Tajikistan have been paying 25 percent of each employee’s salary in social tax to the budget. The new code sets the rate at 20 percent.

It also lowers the VAT rate from 18 to 15 %, the income tax for legal entities from 23 to 18 % and for individuals from 13 to 12 %.

Further, the new edition of Tajikistan’s Tax Code establishes an altogether new simplified taxation regime for innovation and technological activities. Under this regime innovation and technological activities are exempt from any taxes except for social tax as a taxpayer-insurer, personal income tax and social tax-insurer, as well as upon the payment of income at the source of payment, including dividends as a tax agent. The importation of innovation and technological equipment by entities of innovation and technological activities, is exempt from VAT and customs duties.

Regulatory and Legal Requirements Related to the Registration of Legal Entities in Tajikistan

Business registration in Tajikistan is regulated by the Law “On state registration of legal entities and individual entrepreneurs”.

The most common forms of doing business in Tajikistan include LLC, OJSC, CJSC, branches and representative offices.

The body authorized to perform an official registration is the Tax Authority of the Republic of Tajikistan. Official registration is based on a single window concept where no due diligence of presented documents is required. It is worth noting that the registration of businesses by the tax authorities is cost-free.

Procedures for state registration of incorporation of a legal entity:

Official registration of the incorporation of a legal entity is performed by the state registration authority at the location (address) of a legal entity within five working days from submission of the documents, with a list of documents specified in the Law “On the State Registration of Legal Entities and Individual Entrepreneurs”.  A draft law currently under way envisages cutting the registration term down to 24 hours.

Documents for the state registration of a legal entity can be submitted by the founders of the legal entity or persons authorized by them. The authorized persons could include:

• The CEO of the executive body of a legal entity, whose powers are confirmed by the founders’ decision on his/her appointment.
• Other persons acting on behalf of the founders of a legal entity based on a power of attorney.

Papers required for state registration of the incorporation of a legal entity:

For state registration of the incorporation of a legal entity the following documents shall be submitted to the state registration authority:

1. Application for official registration of a legal entity in the form approved by the State registration authority.
2. The Founder’s resolution (minutes of Founders’ meeting) on the establishment of a legal entity. A resolution on establishing a legal entity shall be signed by the founder (founders) of the legal entity.
3. A copy of an identification document of the head of an executive body of a legal entity being established in case the documents are submitted by a chairman of the executive body of a legal entity, or a copy of an identification document and a power of attorney on behalf of an authorized person in case the documents for the state registration of a legal entity are submitted by a person authorized by the founders. If a head of the executive body of the incorporated entity is a foreign citizen, a copy of the document authorizing a foreign individual to stay and work in Tajikistan (visa, registration card and residence permit for a period of not less than three months) is required.
4. A copy of an identification document of each founder (individual) of a legal entity, as well as, in case of a founder being a joint stock company an extract from a shareholders register and identification documents of the holder of the shareholders register, and a statement of the tax authority on any outstanding taxes of the founder of a legal entity.
5. If a legal entity is established on the territory of a free economic zone, information about the administration of a free economic zone
6. A copy of official registration of a legal entity or an extract from the register of legal entities of a foreign jurisdiction (or any other equally valid document substantiating the legal status of a foreign legal entity) if a foreign legal entity is a founder.
7. Expert opinion of the relevant body in case of media company registration.
8. A copy of the document confirming the location (address) of a legal entity being established

In items 2, 3, 4 and 6 of the documents provided for the state registration of a legal entity by foreign individuals or legal entities, the documents shall be notarized

Legalization or apostilization is not required for the documents submitted for the state registration of a legal entity by foreign individuals or legal entities of the member -countries of relevant international treaties and agreements acknowledged by the Republic of Tajikistan.

In case of state registration of incorporation of a legal entity, whose founder is registered and operates in offshore zone, the applicant shall submit to the state registration authority any information on the principal owners of a legal entity in the offshore zone.

The Charter of a legal entity is not required for state registration of a legal entity.

No document certifying the establishment of an equity capital is required for the purposes of state registration. The document certifying equity capital shall be submitted to the state registration authority within one year from the date of the state registration of a legal entity. Failure to establish the minimum equity (shared) capital – the authorized fund, a legal entity shall be subject to liquidation under the legislation of the Republic of Tajikistan. The state registration authority may exercise its discretion to resort to court for the liquidation of such a legal entity

The document certifying the fact of state registration of a legal entity is a State Registration Certificate of a Legal Entity.

Registration Traits

Attendance of participants during registration of a company in Tajikistan is not required. Key registration procedures will be carried out by our professionals based on an official power of attorney. The CEO’s presence will be required solely for opening bank accounts to save you time and efforts.

LLC registration process requires about ten days, as well as the registration of a representative office or a branch. When planning a timeframe for registration, please keep in mind that the preparation and translation of documents will take a certain amount of time as well.

Appointing a foreign (non-resident) director of a company

A general director can be a national of Tajikistan, as well as a foreign citizen. A foreign national working in Tajikistan is required to have a work permit. It takes thirty days for the Migration Service to review a work permit application for the LLC or an office/representative office and a work permit for a specific foreign national after submitting a full list of documents. In some cases, the process may take up to three months, however this is the maximum time limit.

In the event that there is no time to apply for an official permit or you need a CEO’s involvement to deal with administrative issues, we can offer our support.

HLB Tajikistan standard services for business registration in Tajikistan:

• Drafting the founding documents of a legal entity;
• Registration process of a legal entity through the single window system;
• Customer ordering of legal entity seal;
• Registration of details of legal entity in non-budget agencies;
• Opening a bank account of a legal entity;
• Setting up accounting of the company;
• Working out accounting policies and procedures;
• Automation of accounting in 1C software;
• End-to-end support of accounting, tax and human resources records of the company;
• Defending interests of clients against tax and other public authorities
• Selection and hiring of personnel
• Audit services
• Tax and legal services