GILS Commercial contracts: Tajikistan
GENERAL CONTRACT LAW REGULATIONS
TAJIKISTAN
1. Is it mandatory for a commercial contract to be governed by local law?
Tajik law allows the parties to the contract to choose the law of any country (Civil Code, Article 1333).
2. What language applies to commercial contracts on the territory of the Country? Is it possible to establish the prevailing language?
On the territory of Tajikistan, commercial contracts should be mainly in the Tajik language. However, in practice, commercial contracts are most often drafted in two languages, Russian and Tajik.
When drafting a bilingual contract, it can be established that one of the languages will prevail.
3. Is it possible to use electronic signatures for the execution of commercial contracts between private entities?
The legislation of Tajikistan allows the use of electronic signatures between private entities in civil law transactions.
4. Are there any requirements to the form of a commercial contract? Are there any standard forms of commercial contracts?
Contracts in Tajikistan may be concluded in any form.
However, in practice, all commercial contracts are concluded in writing. At the request of the parties to the contract, the contract may be notarised.
5. Are there any types of preliminary agreement or “gentleman’s agreement” in the Country?
The Civil Code of Tajikistan allows the parties to a contract to conclude a preliminary agreement (Civil Code, Article 493).
6. What currency is allowed to be used for commercial contracts in the Country?
Transactions between entities registered in Tajikistan must be conducted exclusively in the national currency. However, if one of the entities is a foreign entity, the transaction may be conducted in a foreign currency.
7. Are there options for the limitation of liability of a party under the commercial contract?
No, Tajikistan legislation does not establish any separate liability options for the parties. The parties to the contract will be liable in accordance with the terms of the concluded contract.
8. Is the concept of release from liability or indemnity enforceable in the Country?
Tajikistan's legislation does not establish such a concept.
Moreover, an agreement concluded in advance to eliminate or limit liability for willful breach of obligation is null and void.
9. Is there the concept of “consequential damages” in the Country? Can it be excluded from liability?
Tajikistan's legislation does not establish such a definition.
10. Is the concept of “force majeure” recognized by the legislation and courts on the territory of the Country?
Yes, the notion of ‘force majeure’ is recognised by the legislation and courts in Tajikistan.
Force majeure is specified in all contracts in Tajikistan.
11. Are export control provisions due to the economic sanctions specified by legislation and enforceable in the Country?
Tajikistan adopted the Law on Export Control on 31 December 2014, No. 1168.
However, export control provisions related to economic sanctions have not yet been adopted.
12. Is there a mandatory dispute resolution regime in the Country for commercial contracts?
No.
13. May the arbitration (local or foreign) be chosen by parties as a method of dispute resolution?
By agreement of the parties, a dispute arising out of a concluded contract may be submitted to either local or foreign arbitration. However, any agreement relating to land shall be governed by the laws of Tajikistan, and all disputes arising therefrom shall be exclusively resolved in the courts at the location of their state registration. Furthermore, any disputes concerning rights to aircraft, inland waterway vessels, or space objects shall be filed with the economic court at the location of their state registration.
Authors: Kamoliddin Mukhamedov, Partner and Bahodur Nurov, Senior associate
