Procedure

for obtaining prior consent of the antimonopoly authority for carrying out actions to merge, acquisition of business entities and when making transactions to acquire shares (contributions) in the authorized capital (authorized fund) of economic entity

 

 

Regulatory framework:

  • Law of the Republic of Uzbekistan “On Competition” (Art. 26-26);
  • Decree of the Cabinet of Ministers No. 86 of February 22, 2022 “On approval of a unified regulation on procedures for issuing certain permit documents through a special electronic system” (Appendix 12-13 to the Regulation).

 

Application procedure: When carrying out actions to merge, acquisition of business entities and when making transactions to acquire shares (contributions) in the authorized capital (authorized fund) of a person or group of persons, prior to these actions (transactions) are submitted application for prior consent to perform actions of antimonopoly authority online through the information system “License” or through the Unified Portal of Interactive Public Services of the Republic of Uzbekistan or through the Public Service Centers.

Documents that must be submitted to obtain a permit document:

  1. Application. The application contains the following information:

– the applicant is an individual acquiring shares (stakes) – full name, PIN, telephone number, e-mail address and information about his participation in the authorized capital (authorized capital) of other economic entities;

– applicant – a legal entity acquiring (s) shares (stakes), participating (s) in a merger or accession transaction – name, TIN, legal address, date and place of state registration, name and settlement account of the servicing bank, telephone number, address e-mail, the composition of the founders (participants) and the size of their shares in the authorized capital of the business entity.

– information about the types of activities, names of types of goods and their volumes produced and sold by the applicant within two years preceding the day the application was submitted, or during the term of the activity, if it is less than two years;

– financial and statistical reporting for the previous two calendar years;

– information on the composition of a group of persons, indicating the grounds on which such persons are included in this group of persons.

  1. Deadline for consideration of the application:

8 working days. If necessary, if the antimonopoly body has reason to believe that an action (transaction) will or may lead to restriction of competition, including through the emergence or strengthening of a dominant position in the commodity or financial market, the period for consideration of the application may be extended for not more than one month, while sending notifications of extension.

Fee for issuing prior consent:

  1. The amount of the fee for consideration of the application is a one-time amount of the basic calculation value (BCV);
  2. The amount of the fee for issuing a permit document: 0.05 percent of the proceeds from the sale of goods for the last calendar year (in the absence of proceeds, the balance sheet value of assets) of the parties to the transaction, but not less than seven times and not more than one thousand times the base calculated value.

In what cases is the prior consent of the antimonopoly authority required?

Transactions for the acquisition of shares (stakes) in the authorized fund (authorized capital) of an economic entity:

The prior consent of the antimonopoly authority to transactions for the acquisition by a person or a group of persons of shares (stakes) in the authorized fund (authorized capital) of an economic entity is necessary if:

such person or group of persons acquires the right to dispose of more than fifty percent of the said shares (stakes);

the total carrying amount of assets or the total revenue from the sale of goods for the last calendar year of the persons participating in the transaction exceeds of the hundred thousand-time size of the basic estimated value or one of the participants in the transaction is an economic entity that occupies a dominant position in the commodity or financial market. (Article 17 of Law “On competition”)

 

Merger and acquisitions transactions of business entities:

Prior consent of the antimonopoly authority to transactions on mergers and acquisitions of economic entities is necessary in cases where the total book value of the assets of the persons participating in the relevant transaction, or their total proceeds from the sale of goods for the last calendar year, exceeds one hundred thousand times the size of the base settlement value, or one of them is an economic entity that occupies a dominant position in the commodity or financial market. (Article 26 of the Law “ On competition”)

If you have questions about the procedure for issuing the prior consent of the antimonopoly authority, you can seek clarification from the Department of Antimonopoly Regulation and Control of Market Concentration of the Competition Promotion and Consumer Protection Committee of the Republic of Uzbekistan.

Phone for reference 71- 207-47-00 (260, 273 or 305)