General rules for making a contract in Tajikistan
1) What mandatory elements must a contract between two residents contain?
A contract between residents of the Republic of Tajikistan must contain the essential terms (including the subject matter, as well as price, quantity, timeframes, the parties’ tax identification numbers, and other conditions), the details of the parties, and the signatures of duly authorized representatives. The contract must specify the parties’ names, registration and banking details, payment arrangements, and performance deadlines. To mitigate risks, it is common practice to include provisions on liability, force majeure, dispute resolution, as well as amendment and termination of the contract.
2) Is notarization or state registration required for B2B contracts?
No, neither notarization nor state registration of B2B contracts is required, except for contracts of sale of immovable property. Notarization of a contract may be carried out at the parties’ discretion.
3) What are the general requirements for the form and language of a contract between residents?
Contracts between residents must be concluded in the state language. It is permissible to execute bilingual contracts, provided that one of the languages is the state language (Tajik). The contract must be in written form.
4) What are the consequences of non-compliance with the written form of a contract?
Failure to comply with the simple written form of a transaction deprives the parties of the right, in the event of a dispute, to rely on witness testimony to confirm the transaction and its terms; however, it does not preclude them from submitting written and other evidence.
5) What specific rules apply when contracting with public authorities or state customers?
When concluding contracts with state authorities or public customers in Tajikistan, special rules apply: such contracts are usually entered into following a tender procedure and on the basis of standard forms, with mandatory consideration of budgetary funding. The price and terms are strictly fixed, in certain cases performance security is required, and oversight of the contract’s implementation is strengthened by state authorities.
6) What are the requirements for performance and modification of contracts?
Obligations must be performed properly, within the agreed timeframes, to the proper party, and in good faith, taking into account business customs. A unilateral refusal to perform or a unilateral change of terms is not permitted, except in cases expressly provided by law or by the contract. Partial or early performance is allowed only with consent or where it follows from law, contract, or business customs.
7) What are the requirements regarding currency and payments in contracts with non-residents?
In contracts with non-residents, obligations may be denominated in foreign currency (USD, EUR, etc.), and settlements are carried out through authorized banks of the Republic of Tajikistan. At the same time, settlements in foreign currency between residents are prohibited — they are only permitted in somoni. Contracts with non-residents are subject to foreign exchange control.
8) Can foreign law be chosen to govern a contract and what are the restrictions?
The parties to a contract are entitled to freely choose the law of any country to govern their relations (either the contract as a whole or its individual parts). The agreement on the choice of law must be expressly stated or clearly inferred from the terms of the contract and the circumstances of the case. Such choice may be made both at the time of conclusion of the contract and subsequently.
9) What are the requirements for registration and reporting of cross-border contracts?
Registration and reporting of foreign economic contracts in Tajikistan is not required.
Author: Kamoliddin Mukhamedov
