Tajikistan is a country with a rapidly developing economy and growing interest in foreign investment. In recent years, the government has been actively working to liberalize the business climate, reduce administrative barriers, and digitize services. Although company registration in Tajikistan is not yet a mainstream choice, this guide will walk you through all the key aspects of doing business in the country.
Advantages of Registering a company in Tajikistan
- Strategic location between CIS countries, China, and Afghanistan
- Potential membership in the Eurasian Economic Union
- Low-cost and accessible labor force
- Established international trade relationships, especially in agriculture and energy
Business Structures Available in Tajikistan
Tajikistan offers several legal forms of business entities. The choice depends on the scale of operations, number of founders, funding sources, and desired liability.
Limited Liability Company in Tajikistan (LLC)
Suitable for one or multiple founders (up to 50 participants). Shareholders’ liability is limited to their contribution. Minimum charter capital is required.
Sole Proprietorship (IE)
Simple registration for individuals. Best for retail, freelancing, craftsmanship, and services. Operates under a patent or simplified tax system.
Open Joint-Stock Company (OJSC)
Ideal for large-scale ventures. Allows raising capital through public share issuance and stock market trading.
Closed Joint-Stock Company (CJSC)
Designed for a limited number of shareholders. Shares are not publicly traded.
Representative Offices and Branches of Foreign Companies
Foreign entities can open offices in Tajikistan without creating a separate legal entity, but registration with the relevant authorities is required.
Step-by-Step Guide to Company Registration in Tajikistan
Step 1: Prepare a Company Name and Legal Address
- Choose a unique name in compliance with Tajik law. Check availability via the corporate register.
- Provide a legal address (either owned or rented office space where operations will take place).
Step 2: Draft and Approve Constituent Documents
For LLCs, the typical documents include:
- Company charter
- Founders’ resolution or meeting minutes
- Foundation agreement (if more than one founder)
All documents must be prepared in Tajik and, if needed, accompanied by certified translations.
Step 3: Submit a Registration Application
Company registration in Tajikistan can be done via:
- Ministry of Justice of the Republic
- E-Government Portal (pilot mode)
- Legal Entity Registration Centers
The application package includes:
- Standard application form
- Copies of founders’ passports
- Constituent documents
- Proof of state fee payment
Step 4: Receive the Certificate of Registration
Once documents are reviewed, the company receives a legal entity registration certificate — confirming its lawful existence.
Step 5: Register with the Tax Authorities
Obtain a Tax Identification Number (TIN) and register under the relevant tax regime. Register for VAT or other applicable taxes if necessary.
Step 6: Open a Corporate Bank Account
A legal entity must have a corporate account to operate. Documents required include:
- Company charter
- Registration certificate
- Director’s passport
- Appointment orders
Required Documents
- Registration application
- Company charter
- Founders’ meeting minutes
- Copies of founders’ IDs
- Lease agreement for the office
- Proof of state duty payment
- Notarized translations (for foreign founders)
Registration Timeline and Costs
- Standard processing: 3–5 business days
- Express registration: Possible in 1 business day in certain regions
- State duty: Ranges from 200 to 1,000 somoni, depending on legal form and processing time
Tax Regimes for Companies in Tajikistan
Simplified Tax System (STS)
Main conditions:
- Annual revenue must not exceed 1,000,000 somoni
- No more than 10 employees
- Not allowed in certain sectors (e.g., banking, auditing, legal services, etc.)
Tax rates:
| Category | Tax Rate |
|---|---|
| Sole Proprietor (no staff) | 4% of revenue |
| Sole Proprietor (with staff) | 6% of revenue |
| Legal Entities | 6% of revenue |
Important: Tax is calculated based on gross revenue, not profit.
Key features:
- Simplified bookkeeping
- Exemption from profit tax and VAT
- Declarations submitted annually or quarterly (depending on local rules)
- Does not exempt from social contributions (pension, health insurance, etc.)
Benefits:
- No detailed reports or complex tax returns
- No profit or revenue tax under certain limits
- Can be registered in 1 day
- Ideal for operating within a single region
Limitations:
- Applies only to specified business activities
- Valid only within a defined administrative area
- No right to hire employees (in patent mode)
- Social contributions are still mandatory
General Tax System (GTS)
The General Tax System is the default regime for all legal entities and entrepreneurs not eligible for STS, or who voluntarily choose it.
It requires full accounting, submission of regular reports, and payment of all applicable taxes.
Who uses GTS:
- Companies with annual turnover exceeding 1,000,000 somoni
- Entrepreneurs involved in complex supply chains or financial structures
- Legal entities in regulated industries (e.g., banking, insurance)
- Sole proprietors who exceed STS thresholds or opt out of it
Main taxes under GTS:
- Corporate Income Tax:
- 15% of net profit (income minus expenses)
- Reduced rates may apply in priority sectors
- Value Added Tax (VAT):
- Rate: 18%
- Mandatory if annual revenue exceeds 500,000 somoni
- Requires separate registration and VAT-specific bookkeeping
- Personal Income Tax (for SPs):
- Progressive rates from 12% to 20%
- SPs must also pay pension and insurance contributions
- Social Contributions:
- ~25% of the wage fund
- Covers pension, medical, and insurance funds
- Required for legal entities and SPs with employees
Tax Regime Comparison Table
| Criteria | STS | General Tax System |
|---|---|---|
| Eligibility | SPs and legal entities | All without restrictions |
| Expense accounting | No | Yes |
| Tax rate | 4–6% on revenue | 15% profit + 18% VAT |
| Reporting | Simplified | Full accounting & reports |
| Hiring employees | Yes | Yes |
| VAT | No | Yes (if > 500K revenue) |
| Easy to start | ✅ | ❌ |
Foreign Participation in Tajikistan
Foreign investors can act as both founders and directors of Tajik companies. Requirements include:
- Passport with certified translation
- Source of funds documentation (in some cases)
- Power of attorney (if acting via representative)
- Compliance with currency control and reporting obligations
Conditions for Foreigners to Register as Sole Proprietors in Tajikistan
- Legal Basis for Staying in the Country
Foreigners must be in Tajikistan legally, such as:- With a residence permit
- On a long-term visa that allows entrepreneurial activity
- Temporarily present but with a permit to conduct business
- Residential or Address Registration
Application for SP requires a local address and proof of occupancy (lease or ownership). - Taxpayer Identification Number (TIN)
Foreign nationals must register with the tax authorities and obtain a TIN. It’s mandatory for SP registration. - Permitted Business Activities
Some sectors are restricted or require special licenses (e.g., security, subsoil use, media).
Comparison of Business Forms in Tajikistan
| Parameter | SP (Patent/STS) | LLC | JSC (OJSC) | Foreign Rep. Office |
|---|---|---|---|---|
| Minimum founders | 1 | 1 | 1 | 1 |
| Max participants | 1 | 50 | Unlimited | 1 |
| Liability | Personal | Limited to share | By shares | Not separate |
| Charter capital | None | From 50 somoni | From 5,000 somoni | Not required |
| Transparency | Low | Medium | High | Medium |
| Open to foreigners | Yes | Yes | Yes | As a branch only |
| Required accounting | No (patent) | Yes | Yes | Yes |
Licensing and Certification Requirements
Some business activities require mandatory licenses, including:
- Construction
- Medical services
- Education
- Security and protection services
- Production of alcohol, pharmaceuticals, weapons, etc.
To obtain a license, you need:
- Registration documents
- Lease or ownership of premises
- Qualified staff with proven experience/education
Available Online Services
The government of Tajikistan is gradually introducing digital services. Available now:
- IE and LLC registration via unified e-government portal
- Online issuance of certificates and licenses
- Tax filing through the Tax Committee’s website
To access online systems, you’ll need:
- A digital signature
- Registration on e-huquq.tj or nalog.tj
Why Registering a Company in Kyrgyzstan May Be More Advantageous Than in Tajikistan
Despite their geographic proximity and similarities in economic structure, Kyrgyzstan offers more attractive conditions for small businesses and IT companies compared to Tajikistan. Here are the key advantages:
1. Lower Tax Rates
In Kyrgyzstan, the unified tax rate for sole proprietors (SP) can be as low as 2% of revenue, and in some cases, even 1% (e.g., for residents of tech parks).
By contrast, the minimum rate under Tajikistan’s simplified tax system starts at 4%.
Additionally, Kyrgyzstan imposes no turnover limits for using the simplified regime — a major benefit for growing businesses.
2. Kyrgyz High Technology Park (HTP)
Kyrgyzstan hosts a government-backed High Technology Park (HTP) — an initiative to support IT companies. HTP residents benefit from significant tax exemptions:
- No corporate income tax
- No VAT
- Partial exemption from social contributions for employees
- No customs duties on imported equipment
This makes Kyrgyzstan one of the most business-friendly jurisdictions for startups and IT professionals in the post-Soviet space.
3. Simplified Registration Process
Registering an LLC or SP in Kyrgyzstan takes only 1–2 business days, can be done fully online, and does not require notarization of most documents.
There are also no strict requirements for minimum share capital for most types of businesses.
Conclusion
Registering a company in Tajikistan is a feasible and relatively fast procedure if documents are properly prepared and legal requirements are understood. The government actively supports both small and large businesses and welcomes foreign investment.
However, if your goal is to optimize tax burden, work in the IT-sector or simply launch a small business with minimal bureaucracy and cost, Kyrgyzstan offers a more flexible and business-friendly alternative.