General rules for making a contract in Uzbekistan
1) What mandatory elements must a contract between two residents contain?
Generally, the essential terms must include the subject matter of the agreement, the price, the term, details of the parties. The essential terms may vary depending on the agreement to be concluded.
2) Is notarization or state registration required for B2B contracts?
No, notarization or state registration is not generally required for B2B contracts, except for certain types of contracts, e.g. transactions involving the land plots and other immovable property are subject to state registration. Such exceptions also include transactions involving motor vehicles.
3) What are the general requirements for the form and language of a contract between residents?
The law does not require that contracts between residents be concluded in the state language. However, from a practical standpoint, contracts are often concluded in the state language and may be accompanied by versions in other languages.
4) What are the consequences of non-compliance with the written form of a contract?
According to Article 109 of the Civil Code, non-compliance with the simple written form of a contract does not render it invalid. However, in the event of a dispute, the parties lose the right to prove the fact of its conclusion, content, or performance through witness testimony. At the same time, a failure to comply with the written form will result in the contract being deemed invalid if the law or the agreement itself expressly stipulates this.
5) What specific rules apply when contracting with public authorities or state customers?
The Law of the Republic of Uzbekistan “On Public Procurement” No.684 dated April 22, 2021, establishes the main principles of contracting with public authorities such as mandatory procedures for tenders, auctions, and electronic procurement. Non-compliance with the procedure can render the contract void or lead to liability.
6) What are the requirements for performance and modification of contracts?
Under article 236 of the Civil Code of the Republic of Uzbekistan, obligations under a contract must be performed properly and in accordance with its terms. A unilateral refusal to perform, or unilateral alteration of contractual terms, is not allowed unless expressly permitted by law or by the contract itself (Article 237 of the Civil Code). Therefore, a contract may be modified or terminated by mutual agreement of the parties, or if one party commits a material breach, the other party may request modification or termination through the court (Article 382 of the Civil Code). Furthermore, an agreement to modify or terminate a contract must be made in the same form in which the original contract was concluded (Article 384 of the Civil Code).
7) What are the requirements regarding currency and payments in contracts with non-residents?
According to the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan No. 283 dated May 14, 2020, on “Measures to further improve the monitoring of foreign trade operations in the Republic of Uzbekistan” (“Resolution No.283”) , the payment currency in foreign trade contracts and invoices is determined by mutual agreement of the parties.
8) Can foreign law be chosen to govern a contract and what are the restrictions?
Under Uzbek laws, the parties are free to choose the law of any country to govern their contract (either the contract as a whole or its individual parts).
9) What are the requirements for registration and reporting of cross-border contracts?
According to the Resolution No.283, business entities should upload: foreign trade contracts, invoices, and certificates of state registration (conformity certificates, if applicable) into the Unified Electronic Information System of Foreign Trade Operations before the start of trade operations, and acts of acceptance of works and services no later than the 20th day of the month following the month of signing.
Authors: Anora Turakhujaeva, Javokhir Abdumalikov
