GILS Antitrust law: Uzbekistan
UZBEKISTAN
1. Is the mandatory merger control regime in force in Uzbekistan?
Yes, the mandatory merger control regime is in force in Uzbekistan.
2. Which authority is responsible for the merger control regime in Uzbekistan?
Competition Promotion and Consumer Protection Committee of the Republic of Uzbekistan (the “Committee”).
3. What is the definition of concentration?
Economic concentration is defined as transactions and/or the actions that lead to the dominance of an economic entity or a group of persons and affect the state of competition in the commodities or financial market.
4. Is pre-merger filing or post-merger filing required?
Pre-merger filing is required.
5. Examples of key concentration types caught by merger control rules in Uzbekistan.
State control over economic concentration is carried out in the following cases, provided that the respective thresholds are met:
- reorganisation of an economic entity through accession or merger;
- acquisition of more than 25% of voting shares in a joint-stock company registered in Uzbekistan;
- acquisition of more than one-third of the shares in the charter capital of a limited liability company or a company with additional liability.
6. What are the notification thresholds, which a concentration must trigger for a merger control filing to be required?
A filing is required if:
- the balance sheet value of assets or the total amount of sales of goods for the last calendar year of one of the parties to the transactions listed above exceeds 250 000 times the basic calculation value (BCV); or
- the aggregate balance sheet value of assets or the total amount of sales of goods of both parties exceeds 500 000 times the BCV.
As of August 2024, the BCV is UZS 340 000.
7. Does the authority have any discretion to review transactions that do not meet the notification thresholds?
If a transaction does not meet the notification thresholds, filing is not mandatory. However, the Committee within its powers monitors compliance with the requirements of the competition laws, reveals violations, initiates and considers such cases, and makes decisions on them.
8. Do the merger control rules apply to foreign-to-foreign transactions taking place outside Uzbekistan?
Considering that the provisions of the antitrust laws apply to the transactions carried out outside of Uzbekistan which will or may lead to limitation of competition on commodities or finance market of Uzbekistan, merger control rules may apply to foreign-to-foreign transactions where the target directly or indirectly controls any Uzbek entity.
9. Are there specific merger control rules relating to the notification thresholds (e.g., specific merger control notification thresholds for specific sectors; different rules to calculate turnover for specific industry sectors such as banks and insurances or retail, specific rules relating to foreign subsidies, companies, etc.)?
No, there are no specific merger control rules or notification thresholds differentiated by sector.
10. Whether Uzbekistan requires the payment of filing fees and if yes, when?
Fee for consideration of an application for preliminary consent to economic concentration is charged in the amount of 1 BCV.
Fee for obtaining a preliminary consent amounts to 0,05% of the turnover from the sale of goods of both parties to the transaction for the last calendar year (in the absence of proceeds, the book value of assets shall be calculated). In any event, the fee shall not be less than 7 times the BCV and no more than 1000 times the BCV.
11. Whether there is a filing deadline in Uzbekistan requiring a notification to be filed within a certain period of time following a particular transactional event (e.g., signing a share and purchase agreement)?
There are no legal deadlines for a pre-completion filing. Merger control clearance must be obtained before completion and the filing must be made well in advance of the envisaged completion date of the transaction.
12. What information and documents must be disclosed or provided to the authority for the purposes of merger clearance?
Documents required for prior approval of economic concentration:
1. application;
2. copy of the passport for a non-resident individual;
3. copy of the document certifying state registration or its equivalent for a non-resident legal entity;
4. information on the types of activities, names and the volume of goods manufactured and sold by the parties to the transaction over the two years preceding the application date, or for the duration of company’s operation if less than two years;
5. financial and statistical reports for the past two calendar years;
6. information on the group of persons, indicating the grounds for forming the group;
7. information about individuals - the main beneficial owners, who actually exercise control through direct or indirect ownership of more than 25% of shares in the charter capital (authorised capital) of these persons or groups of persons.
13. What are the time periods within which the authority must reach a decision on the merger clearance? Is any fast track or simplified procedures available?
The applicant shall be notified of the decision in writing within 30 calendar days from the filing date.
If the transaction may lead to limitation of competition, the term of review may be extended by up to two months.
Fast track or simplified procedures are not provided by legislation.
14. What are the penalties which the authorities may impose for "failure to file" or "late notification"?
In the event the merger, consolidation or purchase transaction falling under the requirement to obtain preliminary approval of the Committee has been closed without such approval, the fine in the amount of 1000 BCV applies to the legal entity.
In addition, violation of requirements against limitation of competition during mergers, consolidations and acquisitions of legal entities entail administrative sanction in the form of a fine in the amount of 1 to 3 times the BCV. If violation is committed repetitively within one year, a fine in the amount from 5 to 10 times the BCV applies to individuals, and 10 to 20 times the BCV applies to officials of legal entities.
Moreover, the Committee may apply to the court to invalidate, in part or in full, agreements and other transactions for which its prior authorisation was required but has not been obtained or given.
15. Have there been any recent developments regarding the merger control regime in Uzbekistan?
Yes, there have been recent developments regarding the merger control regime in Uzbekistan. Specifically, a new Law “On Competition” No.ZRU-850 was adopted on 3 July 2023 and came into force on 4 October 2023. The Law has introduced new merger filing thresholds that have been discussed above.
Also, the new Resolution of the Cabinet of Ministers of the Republic of Uzbekistan “On Approval of Regulatory Legal Acts on Antimonopoly Regulation in the Commodity and Financial Markets” No. 256 was adopted on 1 May 2024 and came into force on 3 August 2024. The document details the filing procedure.
Author: Anora Turakhujaeva
