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Business Relocation To Tajikistan – Corporate and Company Law



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Benefits of relocation of business to Tajikistan:

  • Geographical location (borders China, Uzbekistan, Kyrgyzstan,
    and Afghanistan providing access to markets of Central and South
    Asia, and CIS, Eurasian integration hub, Traditional transit route
    for cross Asian trade. “Silk Road”);

  • Political and economic stability;

  • Friendly relations with all great powers and neighbors;

  • Russian language is the unofficial second language;

  • Strong political will of the President and the Government to
    attract foreign investment;

  • System of Guarantees and Preferences for Investors;

  • There is substantial lack of budget funds for financing,
    therefore a high demand for investments in infrastructure;

  • Free trade zones (advantageous geographical location, tax and
    customs benefits); 

  • Low cost of labor and utilities;

  • Visa-free entry for foreign citizens from 69 countries,
    including several OECD members;

  • Natural Resource Endowment;

  • High-Level Political Commitment;

  • Diverse Investment Opportunities.

1 LEGAL FORMS OF BUSINESS

1.1 Joint Stock Company (JSC)

A JSC, which can be open or closed (OJSC and CJSC), is a legal
entity that aims to make a profit and raise cash through the
subscription and distribution of shares. A CJSC’s charter
capital must be at least TJS 1,000, whereas an OJSC’s must be
at least TJS 5,000. Shareholders are not liable for a JSC’s
commitments, although they do risk losing the value of their
shares. The number of shareholders in OJSC is unrestricted, whereas
CJSC is limited to a maximum of 50 stockholders.

1.2 Limited Liability Company (LLC)

An LLC is a business formed by one or more individuals or legal
entities – participants – who are not liable for the
company’s obligations but carry the risk of losses associated
with the company’s operations up to the amount of their
personal contributions. The company’s liability is limited to
the value of its assets.

The total number of participants should not exceed thirty,
otherwise, it is subjected to reorganization into a JSC.

The charter capital must be a minimum of TJS 500. According to
the law, a company cannot have as its sole participant another
company consisting of one participant.

1.3 Representative offices and Branches

A representative office or branch of a foreign legal entity
represents company’s interests in Tajikistan.

A branch office is a separate subdivision performing all or part
of the functions of the company, including the functions of a
representative office.

A representative office is a separate subdivision representing
and protecting company’s interests.

A branch or representative office operates on the basis of a
power of a “Regulation” and is overseen by a person
appointed by a parent company under a power of attorney. A branch
or representative office is not considered a legal entity.

2 ENTRY REQUIREMENTS (VISA/WORK PERMITS)

Tajikistan’s entrance procedures are flexible, and depending
on an investor’s nationality, visa or visa exemption options
will be available.

Foreign nationals can work in Tajikistan if they have a valid
work visa and work permit. The work permit and work visa are valid
for one year and are issued on the basis of the employee’s (or
employer) application

30 days visa-free entry is available to foreign citizens from 69
countries, including several OECD members.

3 TAX RATES AND TAX ADMINISTRATION

On 1 January 2022, a Tax Code in new edition came into force.
The new Tax Code provides for many changes, in particular the
reduction of tax rates.

The Tax Code establishes that legal entities are subject to
either a general or simplified taxation regime, which is applied
only in relation to specific categories of businesses as well as
businesses whose annual turnover does not exceed TJS 1 mln.

3.1 General (VAT)

  1. Income tax: (i) for activities for the production of goods -
    13%; (ii) for the activities of financial institutions and mobile
    companies – 20%, (iii) for other types of activity –
    18%.

  2. VAT – (i) standard rate – 15%; (ii) construction works,
    hotel services and catering services – 7% (iii) sale of
    domestic agricultural products production, processing of
    agricultural products, educational services and activities for the
    provision of medical services in medical sanatoriums and resorts
    – 5%.

  3. Tax on dividends – 12%.

  4. Tax on net profit (other than tax on income) of a foreign
    branch or representative office – 15%.

  5. Land and property tax – depends on the size and location.

  6. Transport tax – depends on the engine power.

3.2 Simplified

  1. Taxpayers can choose one of the two taxation options, and the
    tax rate will depend on the chosen option:

    Tax on gross income – 6%.

    Taxation on the principle of “income minus
    costs”:

    • for activities for the production of goods – 13%;

    • for all other types of activity – 18%.


  2. Dividends tax – 12%.

  3. Tax on net profit (other than tax on income) of a foreign
    branch or representative office – 15%.

  4. Land and property tax – depends on the size and location of the
    property.

  5. Transport tax – depends on the engine power.

4 CURRENCY REGULATION

The National Bank of Tajikistan (NBT) oversees currency
regulation. It does so by issuing regulations and instructions
controlling the conduct of foreign currency transactions, issuing
and revoking licenses to banks, and supervising their
activities.

Tajikistan’s foreign currency laws are not overly
restrictive. At the same time, payments between residents of
Tajikistan must be exclusively TJS, while payments between
residents and non-residents can be made in any currency.

Resident legal entities are required to notify the NBT as well
as Tax Committee when opening bank accounts abroad.

Residents are required to notify the NBT when granting and
receiving loans from non-residents for a period of more than 12
months.

There are no restrictions or limitations placed on foreign
investors in converting, transferring, or repatriating funds
associated with an investment (e.g., remittances of investment
capital, earnings, loan or lease payments, royalties).

5 INTERNATIONAL BANKING AVAILABILITY (POSSIBILITY TO OPEN A
BANK ACCOUNT, A LOCAL BANK ETC.)

Foreign investors and legal entities are free to open bank
accounts in Tajikistan. The method for opening a bank account
varies depending on the bank, but it generally entails the
submission of the following documents:

  • certificate of state registration;

  • extract from the state register;

  • a copy of the Charter, regulations, constituent documents;

  • a copy of taxpayer identification number (TIN) assignment
    certificate;

  • copies of passports and TIN of contact persons;

  • copies of documents on the appointment of the director and
    chief accountant;

  • information letter from the tax office;

  • sample card of signatures and seal imprint in 2 copies;

  • for a branch and representative offices of non-residents – a
    copy of authorization of the authorized body of the
    non-resident’s country to open an account in a foreign state,
    legalized in the embassy or consulate of Tajikistan abroad, or in
    the embassy or consulate of the non-resident’s country in
    Tajikistan.

There are currently 14 commercial banks operating in
Tajikistan.

The banking legislation requires disclosure of the ultimate
beneficiary.

In practice, opening a bank account takes approximately 2-3
business days.

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.



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