Investing In... 2026 Comparisons

System Type

The Republic of Tajikistan operates under a civil law system. Codified legislation prevails over judicial precedent. The main legal sources are the Constitution, codes, framework laws, and sectoral statutes.

Court Structure

The judiciary handles civil, economic (commercial), criminal, and administrative cases. These are heard by district/city courts and the Economic Court system, with appeals going to regional courts and the Supreme Court (including its Supreme Economic Court Chamber). Judicial acts in force are binding nationwide.

Business Law Fundamentals

Civil law is based on freedom of contract, equality of parties, protection of property rights, and good faith. International treaties ratified by Tajikistan take precedence over conflicting civil legislation.

Regulatory oversight is conducted through a licensing and permitting system listed in the Unified State Register of Permits, guided by the risk to public interests. Depending on the level of regulation needed, authorities may require permits, approvals, or notifications.

General Approach

Tajikistan treats foreign and domestic investors equally and promotes investment through the Law on Investments and Promotion of Investment Activity (2025). Large or strategic projects may also be governed by the Law on the Investment Agreement (2013, amended 2017).

Approvals and Licensing

There is no blanket approval requirement for FDI. However, investors must obtain sector-specific licences or permits where required by law – eg, in subsoil use, finance, telecommunications, energy, pharmaceuticals, and construction. Licences define permitted activities, duration, and the competent issuing authority.

Investment Agreements

For priority projects, the government may enter into an investment agreement granting a special legal and fiscal regime, such as tax and customs incentives and stability guarantees if laws change adversely. These agreements are binding on all state bodies and typically outline the project’s scope, financing, compliance, and environmental standards.

Sector-Specific Rules

Regulated industries (especially natural resources, finance, telecoms, energy, healthcare, and construction) require prior authorisation before operation. Subsoil licensing for major deposits may be tied to an investment agreement. All permits and their terms are listed in the Unified State Register of Permits.

Policy Direction and Stability

Tajikistan continues to position foreign investment as a core economic priority. National policy emphasises equality of investors, protection of property, and a stable, transparent investment regime. The 2025 Law on Investments and Promotion of Investment Activity reinforces these principles, expressly prohibiting administrative bodies from imposing obligations not provided by law. The government’s goal is to reduce regulatory uncertainty and strengthen investor confidence.

Regulatory Streamlining

Businesses with foreign participation are established under general company law, with no additional registration layer for FDI. Market entry is primarily licence- and permit-based, particularly in finance, telecommunications, energy, subsoil use, and construction. The national investment authority acts as the main co-ordinator for foreign investors, operating online tools for inquiries and complaints and promoting out-of-court dispute resolution. These measures are part of a gradual modernisation of the investment administration framework.

Stability and Guarantees

For priority or large-scale projects, investors may conclude investment agreements with the government that provide stability guarantees, including protection against adverse legal changes and assurances of profit repatriation. The state is liable for damages caused by unlawful acts of its authorities. Free Economic Zones (FEZs) remain an attractive option, offering equal treatment, profit transfer rights, and a simplified operating regime.

Compliance Climate

Tajikistan’s compliance framework focuses on rule-of-law safeguards rather than discretionary screening. Restrictions on currency movement may apply only under anti–money laundering, counter-terrorism financing, or proliferation financing laws. Investments in dominant market players must comply with competition law, while banking and insurance investments are subject to sectoral regulation. These controls are designed to maintain fair market conduct and financial integrity.

Outlook and Reforms

The 2025 investment law marks a shift toward institutionalised investor support and clearer accountability of state bodies. No major FDI-related enforcement or litigation has been reported in recent years; regulatory reforms have instead focused on preventive measures and administrative transparency. Local authorities now report annually on investment targets to the national investment agency, improving coordination and transparency. Going forward, Tajikistan is expected to expand use of investment agreements, strengthen investor services, and align Free Economic Zone practices with national investment standards.

Common Deal Forms

M&A transactions in Tajikistan are typically structured as share deals, asset deals, or statutory reorganisations such as mergers, accessions, spin-offs, or conversions. In reorganisations, all rights and obligations transfer to the successor entity through a formal transfer act or balance sheet, effective upon state registration.

Public v Private Transactions

The main difference lies in the execution formalities and regulatory oversight.

• Private LLCs (Quotas): The transfer of a quota must be notarised, and the company’s charter must be officially amended and registered with the state registry (Tax Committee). Securities regulators are not involved.
• Public/Private JSCs (Shares): The transfer of existing shares is recorded by the company’s independent share registrar. The Ministry of Finance only becomes involved when registering a filing for a new issue of shares (eg, as part of a capital increase or a reorganisation). Public JSCs face much higher disclosure requirements than private CJSCs.

Majority and Minority Investments

Control acquisitions governed by strict corporate laws requiring qualified shareholder approval, as they often qualify as large transactions or transactions with interested parties. Minority investors often rely on protection beyond the corporate charter, primarily through a corporate agreement. This is the enforceable Tajik legal equivalent of a shareholder agreement, used to contractually define rights regarding voting, governance, and share transfer restrictions.

Key Considerations for Foreign Investors

• Regulatory Clearance: Transactions that result in an “economic concentration” – such as acquiring shares, assets, or control rights – may require prior approval from the Anti-Monopoly Service. Certain sectors (banking, insurance, telecoms, subsoil, and energy) also require specific regulatory consent.
• Corporate Approvals: Large transactions must be approved by the company’s general meeting with qualified majorities, while interested-party transactions need approval by disinterested decision makers.
• Execution Formalities: Depending on the deal type, documents may need notarisation, share register updates, and submission of transfer acts or securities registration for mergers and accessions.

Anti-Monopoly Control

Domestic mergers and acquisitions may require prior notification or approval from the Anti-Monopoly Service when they involve new entities, reorganisations, or acquisitions of shares, assets, or control rights. Review focuses on whether the transaction could restrict or eliminate competition in the market.

Corporate Law Compliance

Failure to obtain proper corporate approvals – such as large-transaction or related-party approvals – can make a deal voidable in court. Joint stock companies must disclose key details, including counterparties, beneficiaries, and transaction terms, before approval.

Securities Regulation

For mergers, accessions, or splits involving public companies, the issuance of new securities must be registered with the Ministry of Finance. The filing includes the merger or acquisition agreement, transfer act, and supporting corporate documents.

Sector-Specific Approvals

Transactions in regulated industries – including banking, insurance, microfinance, telecoms, and energy – may require prior consent or licence reissuance before completion.

Legal effect of Reorganisations

A merger creates a new legal entity, while an accession transfers all assets and liabilities of the target to the acquiring company. Charter amendments and the appointment of governing bodies for the new or surviving entity are approved in accordance with corporate statutes.

Public v Private Companies

Tajikistan has different corporate structures depending on whether a company is public or private. Public companies typically take the form of open joint stock companies (OJSCs), whose shares may be listed and traded, and which are subject to securities market rules and disclosure obligations. Private companies are usually limited liability companies (LLCs), which offer more flexible ownership and fewer reporting requirements. Closed joint stock companies (CJSCs) also exist for non-public shareholding.

Core governance requirements for OJSCs include preparing and disclosing annual reports with audited financial statements, convening general meetings, and providing shareholders access to key corporate documents. State representatives may have broader access if the company has a “golden share ” held by the government. A “golden share” is a special right that grants the government veto power over specific, critical decisions, allowing the state to retain control over strategic management issues without holding a majority equity stake.

Foreign investors are treated equally with local shareholders. They may set up or invest in local companies freely and repatriate profits after taxes. Choice of corporate form matters: OJSCs are more suitable for large-scale FDI, capital raising, or potential listings, while LLCs are simpler, more flexible, and often preferred for private investments.

Public companies (OJSCs) grant shareholders rights to access certain corporate documents and receive disclosure about material events and interested-party transactions. Registers track holders of 5% or more of shares, and changes above this threshold are treated as significant.

Private companies (CJSCs/LLCs) structure minority rights through the charter and participants’ or shareholders’ agreements, including pre-emptive rights to buy shares or quotas, vetoes, information rights, exit mechanisms and tag-along/drag-along protections. Minority investors can protect their interests by securing enhanced information rights, exit mechanisms, and dispute resolution procedures in contractual agreements.

In practice, foreign investors in OJSCs should monitor disclosure calendars and ensure alignment with registrars and brokers for meeting notices and voting.

Key Rules for OJSCs

OJSCs must prepare annual reports with audited financial statements and submit them to both the stock exchange and the securities regulator within specified deadlines. Material facts must be disclosed promptly, typically within a few business days, and shareholder registers must track holders of 5% or more.

Foreign investors generally do not face standalone FDI disclosure requirements, except when acquiring a significant stake (eg, 5%+ of voting shares), which triggers material fact disclosures. Companies must maintain AML/KYC and beneficial ownership records for at least five years after liquidation.

Additional filings may be required under sectoral regulations or merger control rules. Tax authorities share information on foreign investments with balance-of-payments authorities, creating a co-ordinated reporting environment.

Capital Market Overview

Tajikistan’s capital market is still developing and remains bank-centric. Most corporate financing comes from domestic bank loans, which are typically short- to medium-term and require collateral. Access to equity and bond markets exists but is limited in depth and liquidity.

Market Channels

• Equity: OJSCs can list shares on the organised exchange or trade over-the-counter (OTC).
• Corporate Bonds: Such bonds are permitted with a minimum par value of TJS10, and may be registered or bearer, in paper or electronic form.
• Government Securities: These are actively traded and often used as benchmarks or for liquidity management.
• Foreign Listings: Tajik issuers may list or trade securities abroad only with prior regulatory approval and in compliance with domestic registration and listing requirements.

Primary Funding Mix

• dominant: bank financing for working capital or asset finance;
• limited but growing: local bond and equity placements; and
• supplementary: international financial institutions (IFIs), development finance, and shareholder loans.

Regulatory Framework and Actors

• The securities market is governed by the Law on the Securities Market.
• A state regulatory body supervises issuance, disclosure, licensing of market participants, and market integrity.
• Organised market trades follow the exchange’s rules, while intermediaries handle both on- and off-exchange trades according to client agreements.

Issuance and Disclosure

• Public offerings require a registered offering document, which outlines key information about the company and the securities being issued. A summary notice must be published after registration.
• OJSCs must disclose audited annual financial statements and corporate information. Reports are prepared within 90 days of year-end, filed with the exchange within 30 days after approval, and submitted to the regulator within 40 days. Public access is required.

Exchange Listing

• Listing or quotation on the exchange requires meeting criteria and ongoing disclosure obligations.
• Trading occurs on both organised and OTC markets under exchange rules and registration procedures.

Foreign Investor Considerations

• Foreign investors generally follow the same market rules as local investors.
• Acquiring “large” (≥5%) or “controlling” (>50%) stakes in an OJSC may trigger additional corporate, disclosure, or takeover obligations. 

FDI via Funds

• Investment funds acquiring Tajik securities or JSC stakes must follow the same securities rules as other investors, including trading through licensed intermediaries and complying with exchange and disclosure requirements.
• Regulatory review may be required if:
1. the investment involves a public offering or prospectus;
2. significant shareholding thresholds are crossed; or
3. the issuer intends to place securities abroad.

Exemptions and Criteria

• Certain private placements or personal offers of emission securities may be exempt from full filing or registration requirements. The security issue must still be registered, and proportionate disclosure rules under securities law remain applicable. This applies to JSCs. LLC interests are not exchange-traded securities. Equity contributions and transfers are governed solely by the Law on LLCs and state corporate registration rules; securities prospectus rules do not apply.
• The regulator checks:
1. proper registration of the securities issue;
2. inclusion in the exchange quotation list for foreign placements;
3. completeness and accuracy of filings; and
4. compliance with anti-money laundering and counter-terrorism financing rules.
• Approval timelines are typically within 30 days.

Merger Control Regime and Authority

Tajikistan maintains a mandatory merger control regime governing “economic concentrations”. The competent regulator is the State Anti-Monopoly Authority, which oversees the protection and development of competition, including pre-merger approvals, post-merger notifications, and market investigations.

Transactions Within Scope

Merger control applies to a wide range of transactions that may alter control or market structure, including:

• the creation or reorganisation (merger, accession) of legal entities or associations;
• the acquisition of voting shares or participations granting the right to dispose of more than 20% of voting rights (excluding founders at initial formation);
• the acquisition of core assets or intellectual property if the transaction value exceeds 10% of the seller’s book value of fixed and intangible assets; and
• the acquisition of contractual or management rights enabling one entity to determine another’s business conditions or exercise management functions.

Thresholds and Filing Requirements

The regime distinguishes between pre-merger consent and post-closing notification, depending on the size and nature of the transaction.

• Pre-merger consent is required if:
1. the combined book assets of the parties exceed 200,000 calculation indicators; and
2. at least one party (or a company within the acquirer’s group) is listed in the Register of Dominant Undertakings.
• Other triggers for pre-merger consent include:
1. creation or reorganisation where the charter capital exceeds 50,000 indicators;
2. mergers or accessions with combined assets above 100,000 indicators; or
3. divisions/liquidations with assets above 25,000 indicators if a dominant undertaking would result.
• Post-closing notification must be submitted within 15 calendar days after completion where the combined book assets exceed 100,000 indicators.

Foreign investors are subject to the same thresholds and procedures as domestic entities; no nationality-based exemptions apply.

Review Process and Timelines

• Pre-Merger Consent: The authority issues its decision within ten days of receiving a complete application.
• Post-Closing Notifications: The authority may initiate an additional review within ten days of receipt and must issue a final decision within a further ten days.
• Default Rule: If the authority does not respond within 30 days of receiving a filing, the applicant may appeal to court within six months.

Transactions requiring consent must not be completed until clearance is obtained.

Out-of-Scope FDI and General Competition Oversight

Even where thresholds are not met, the authority may investigate a transaction ex post under general competition provisions – such as abuse of dominance or anticompetitive agreements. In such cases, it may request information, conduct market analysis, and impose corrective measures.

Sanctions for Non-Compliance

Failure to obtain required approval or file a notification may result in administrative fines and potential invalidation of the transaction:

• officials: 80–120 calculation indicators;
• individual entrepreneurs: 120–150 indicators; and
• legal entities: 300–800 indicators.

Unauthorised mergers or reorganisations may be annulled by the court upon the authority’s request.

Substantive Assessment

The authority assesses whether a transaction creates or strengthens a dominant position or otherwise restricts competition in the relevant market. The review focuses on potential unilateral, coordinated, or foreclosure effects.

Key Factors Considered

Key factors include:

• market definition – product and geographic scope;
• market concentration – market shares and structure;
• barriers to entry or expansion – including regulatory, structural, and economic barriers;
• countervailing buyer power – capacity of customers to discipline suppliers;
• vertical and conglomerate links – potential leveraging or foreclosure effects;
• efficiency and failing firm considerations – accepted on a case-by-case basis if supported by evidence; and
• group control and affiliation – including indirect influence or control via contracts or joint management arrangements.

Possible Outcomes

Following review, the authority may:

• approve the transaction unconditionally;
• approve subject to remedies or conditions to mitigate competitive risks; or
• refuse approval if the transaction restricts competition or the submitted information is incomplete or misleading.

Types of Remedies

To address competitive concerns, the authority may impose structural, behavioural, or procedural commitments.

• Structural remedies include:
1. divestiture of specific assets or business units; and/or
2. prohibition on acquiring certain stakes or assets.
• Behavioural remedies include:
1. obligations on access, pricing, supply, or non-discrimination;
2. restrictions on exclusive agreements or tying arrangements; and/or
3. establishment of information firewalls.
• Procedural remedies include:
1. regular reporting, monitoring, or independent audits; and/or
2. specified deadlines for implementation of commitments.

All remedies are formalised in the authority’s clearance decision. Non-compliance may result in court-ordered invalidation of the underlying transaction.

Blocking or Challenging Transactions

The authority may refuse consent to a proposed merger or acquisition if it determines that the deal would likely create or strengthen a dominant position, restrict competition, or is based on inaccurate information. Post-closing, it may initiate a review and seek court invalidation if:

• competition has been harmed;
• remedies have not been fulfilled; or
• the transaction closed without required consent.

Decision-Making and Appeal Rights

Decisions are issued by the State Anti-Monopoly Authority. Investors may appeal to court within six months, including in cases where the authority fails to respond within the statutory 30-day period after filing.

Consequences of Closing Without Approval

• Fines: Administrative fines apply as set out above.
• Invalidation Risks: The registration of a new or reorganised entity may be declared void, and the transaction itself may be invalidated by court order.
• Timing Limits: Clearance decisions automatically lapse if the transaction is not completed within six months of the date of approval.

General Framework

Tajikistan has no standalone national security or a CFIUS-type foreign investment law. Foreign direct investment is generally permitted under the Investment and Promotion of Investment Activity Law, which guarantees non-discrimination and protection of investors. However, several cross-cutting regimes may require prior consent where national security or public interest considerations apply.

Relevant Regimes and Authorities

• Export Control: This applies to controlled goods, dual-use technologies, and software. Licences and “state expertise” are issued by competent government bodies.
• Foreign Trade Permits: The government may require import, export, or transit permits to protect national security, public order, health, or the environment. These are handled by an authorised state body.
• Merger and Competition Control: The anti-monopoly authority reviews concentrations that could restrict competition or affect natural monopolies (see 6. Antitrust/Competition).
• Investment Policy Co-Ordination: The state investment agency facilitates investment and handles investor relations but does not conduct national security screening.

FDI Potentially Subject to Review

Transactions that transfer controlled goods or technologies, involve goods subject to government trade permits, or create market dominance or control over essential infrastructure may be subject to review. The law applies equally to all investors, foreign or domestic, with no exemptions based on nationality or investor type.

Process and Timing

• Export Control: A licence or approval must be obtained before any transfer of controlled items. Applications undergo technical and security review to verify end use, the end user, and compliance with international commitments.
• Foreign Trade Permits: Applicants submit prescribed documents to the competent authority. Minor defects in an application should not, in themselves, constitute grounds for refusal. Decisions must be reasoned and may be appealed.
• Merger Control: Pre-merger consent is required for deals exceeding thresholds, and post-closing notices may apply.

Where prior consent is required, clearance must be obtained before completing the transaction. Unapproved deals risk invalidity or administrative penalties.

Export Control and Security Review

Authorities assess end-use and end-user assurances to ensure transferred goods or technologies will not be used for prohibited or military purposes. They evaluate compliance with Tajikistan’s international obligations, potential risks to state security, and the technical or operational capacity of the parties. The government may impose additional conditions such as inspection rights or reporting requirements.

Foreign Trade Permits

Permits are granted or refused based on objective criteria tied to legitimate public interests, including national security, public health, and environmental protection. Decisions must be proportionate and grounded in law, with reasons provided to applicants.

Investment Policy Lens

The investment authority focuses on facilitation and co-ordination, not screening. Still, the government may temporarily restrict trade or investment in sensitive goods to protect key interests.

Treatment of Different Investors and Structures

The framework is formally neutral. What matters is the nature of the activity – such as controlled technology transfer or dominance in key sectors – rather than the investor’s origin or ownership structure.

State-affiliated or dominant market buyers may attract closer review under export control or competition rules. Minority investments can also trigger filings if they grant influence over management, market behaviour, or access to sensitive technologies.

Authorities may impose conditions to mitigate risks rather than block transactions outright.

• Export Control: Licence conditions can include end-use certificates, limits on re-export, access controls, and reporting or inspection requirements. Licences can be suspended or revoked for breaches.
• Trade Permits: These may include limits on volumes, routes, time frames, or environmental standards, as well as post-approval monitoring.
• Competition Measures: Where both competition and security issues arise, remedies can include divestiture, non-discrimination obligations, or restrictions on exclusive supply arrangements.

Blocking and Review Powers

Authorities can deny or condition export licences, refuse trade permits on legitimate public interest grounds, or block concentrations that threaten competition. Each regime operates independently but may co-ordinate where overlapping concerns exist.

Appeals and Due Process

Decisions must be reasoned and can be challenged either administratively or through the courts. Investors may also contest regulatory inaction if no decision is issued within prescribed time limits.

Consequences of Non-Compliance

Proceeding without required approval can lead to licence revocation, seizure of goods, fines, or criminal liability (where security interests are seriously affected). Under merger control, unapproved transactions may be voided, registrations annulled, and fines imposed on companies and officials.

Practical Guidance

Investors should conduct early due diligence to determine whether their transaction involves controlled goods, regulated sectors, or merger control thresholds. Building sufficient lead time for permits, ensuring accurate documentation, and maintaining clear records of end use and ownership structures can prevent delays or sanctions. Using safeguards such as clean team arrangements or limited information sharing may help reduce exposure when sensitive technologies are involved.

Foreign Exchange and Repatriation

Foreign investors are generally free to convert and transfer post-tax profits, dividends, and proceeds from sales or liquidation abroad. These rights may be formalised in investment agreements. Transfers, however, remain subject to Tajikistan’s anti-money laundering (AML), counter-terrorist financing (CFT), and sanctions rules.

Foreign exchange operations can only be restricted under national law for AML/CFT or national security reasons. The National Bank of Tajikistan regulates currency positions and sets limits for banks and Islamic credit institutions operating in foreign currency.

Sanctions and Compliance

Cross-border investment and currency movements must comply with Tajikistan’s AML/CFT framework. Financial institutions must observe National Bank rules and any sanctions recognised by the state. Transfers can be delayed or limited to meet these compliance obligations.

Investment Stability

Tajik law provides strong investor protection against adverse legal changes. New laws that worsen conditions for ongoing projects do not apply retroactively. In addition, investors benefit from a 15-year “stabilisation guarantee”, under which the legal conditions existing at the time of investment continue to apply if subsequent rules are less favourable.

Expropriation and Requisition

Expropriation is only permitted for public interest, on a lawful and non-discriminatory basis, and must be accompanied by prompt and adequate compensation reflecting market value, typically in the investment currency. Interest accrues from entitlement until payment. Requisition is allowed only in emergencies and must be followed by return or compensation. Investors can challenge such measures in court or arbitration.

Equal Treatment

Foreign investors enjoy the same legal protection as domestic investors. Discrimination based on nationality or other grounds is prohibited. In practice, Tajikistan also applies a most-favoured-nation approach, ensuring that investors from one country receive conditions no less favourable than those offered to others.

Investment Agreements and Incentives

The government may conclude individual investment agreements that provide tailored incentives, such as:

• preferential tax or customs treatment;
• simplified licensing or registration procedures;
• flexibility in foreign exchange rules; and
• permission to maintain accounts in Tajikistan or abroad.

Such benefits are negotiated on a case-by-case basis and should be expressly documented in the agreement.

Sectoral and Activity Restrictions

While Tajikistan is broadly open to foreign investment, the government may restrict or prohibit specific sectors for national interest, environmental, or security reasons. Investors should verify current lists before entering the market.

In the financial sector, Islamic credit institutions face limits on investments and ownership. They generally cannot invest more than 10% of regulatory capital in securities or acquire shares in other credit institutions without prior approval. Excess holdings or non-operational assets must be divested within defined timeframes.

Real Estate and Corporate Structures

Foreign-invested companies, branches, and representative offices are registered under Tajik corporate law. Investors should plan for standard procedures such as notarisation, translation, and registration timelines.

Foreign investors typically hold long-term land use rights rather than unlimited land use rights enjoyed by domestic entities. These rights are transferable and protectable but must align with zoning and sectoral regulations. Early verification of project land rights and local approvals is recommended.

Transfers, Guarantees, and State Liability

The state is not automatically responsible for the obligations of public or private entities involved in investments. Guarantees apply only where explicitly granted. Investors should rely on contractual protections and collateral rather than assumed sovereign backing.

If a state body’s actions cause damage, investors may claim compensation for losses, including lost profits, through the courts.

Dispute Resolution

Investment agreements can specify the governing law and forum for disputes. Investors may submit disputes to Tajik courts, international arbitration, or international commercial arbitration, including for expropriation or contractual issues. Dispute resolution clauses should be carefully drafted to ensure enforceability under Tajik law.

Overview of Business Taxes

Tajikistan’s main business taxes include corporate income tax, value-added tax (VAT), social tax, personal income tax (as withholding on employees), excise duties, subsoil taxes for extractive industries, and various local property and road taxes.

Resident companies are taxed on worldwide income, while non-residents are taxed only on Tajik-source income. A foreign company with a permanent establishment (PE) pays profit tax on income attributable to that PE and an additional 15% tax on the PE’s net profit.

Entities registered in Free Economic Zones (FEZs) enjoy broad exemptions from national taxes, except for social tax and personal income tax on employees. Activities outside an FEZ are taxed under the regular regime.

Most businesses operate as limited liability companies or joint stock companies, both of which pay corporate income tax on net profits. Partnerships are rare. Foreign branches that meet PE criteria are taxed in the same way as domestic entities on their Tajik-source income.

Rates, Withholding, and Treaty Relief

Dividends paid by Tajik companies are generally subject to a 12% withholding tax, regardless of whether the recipient is resident or non-resident. Interest and royalty payments to non-residents are also subject to withholding at source.

Double tax treaties can reduce or eliminate these withholding rates provided the foreign recipient is the beneficial owner of the income and supplies a valid residence certificate and related documentation. Treaty benefits may be denied if the arrangement lacks substance or the recipient acts as an intermediary for another party.

Strategies for Reducing Tajik Tax Exposure

Investors typically use structural and treaty-based planning to manage Tajik tax exposure, including:

• locating holding or financing entities in treaty jurisdictions to reduce withholding on dividends, interest, or royalties, ensuring beneficial ownership and operational substance;
• organising cross-border activities to avoid unintended PE creation or properly attribute income and expenses to a PE to manage the additional 15% PE profit tax;
• structuring operations so that substantial activity occurs within an FEZ to take advantage of exemptions from most taxes;
• balancing dividends (12% withholding) with deductible, arm’s length interest payments;
• maintaining transfer pricing compliance;
• using available loss carry-forward rules to offset future profits, and tracking cross-border losses separately if relevant; and
• considering acquisition structures that allow higher depreciable asset values, consistent with Tajik accounting and tax rules.

Capital Gains and Disposition Rules

Tajik-source capital gains, including shares and real estate, are taxable. Non-resident sellers may be subject to withholding by the local buyer or company. Gains attributable to a PE are taxed as business profits, including the 15% PE net profit tax. Resident or non-resident “blocker” entities do not avoid Tajik taxation on operating profits; dividends remain subject to withholding unless treaty-relieved.

Transfer Pricing, CFC, and Treaty Anti-Abuse Measures

Tajikistan enforces transfer pricing rules and CFC-like provisions for low-tax jurisdictions. Non-resident withholding obligations apply to certain asset disposals. Treaty benefits require genuine ownership and operational substance, with conduit or artificial structures risking denial. Maintaining documentation and arm’s length compliance is critical.

Overview of Labour Law

The Labour Code of the Republic of Tajikistan governs hiring, working time, pay, leave, termination, unions, collective bargaining, and dispute resolution. It applies to all employers, including foreign-owned companies and operations in FEZs. Any employer act that worsens employee rights compared to the Code is void.

Collective Bargaining and Unions

Social partnership operates through national, sectoral, and territorial tripartite or bipartite commissions. Collective agreements at company level are common, especially in medium-sized and large enterprises, covering pay systems, benefits, working hours, safety, training, redundancy procedures, and consultation requirements. Agreements are negotiated with employee representatives and approved by the workforce.

Salary Structure and Benefits

Employers determine wages and bonus schemes subject to statutory minimum wage compliance. Employees are entitled to paid annual leave, sick leave, maternity and parental protections, and social insurance contributions. Collective agreements may provide additional benefits, such as extra leave, insurance, or transport/meal allowances.

Implications for M&A or Change of Control

Collective agreements continue after changes in ownership or management until a new agreement is adopted. Individual benefits under existing agreements must be preserved, and a new collective agreement should be concluded within three months post-transfer.

Redundancy and Termination Guarantees

Employees affected by layoffs or operational changes are entitled to:

• severance of at least three months’ average wage;
• continued pay for the 2nd and 3rd months if registered as unemployed with the labour authority; and
• early retirement up to one year before statutory age for eligible workers.

Managers affected by ownership changes are entitled to at least six months’ salary as compensation.

Transfer of Employment and Consultation

Asset deals do not automatically transfer employment, but continuity is usually preserved through contracts and collective agreements. Collective agreements typically specify procedures for employee notification and consultation in mass layoffs or restructuring events.

Role of IP in FDI

Investors’ intellectual property (IP) rights are recognised and protected under Tajik law. There is no separate FDI-IP screening regime. However, projects involving sensitive or restricted information – such as state secrets or confidentiality-limited data – may be subject to review or access controls by authorised state bodies. Investors must follow procedures for restricted information, but ordinary IP rights generally do not trigger heightened FDI scrutiny.

Scope and Enforcement

Tajik law protects proprietary and moral IP rights, enforceable against third parties. Ownership of IP is independent from ownership of physical media; acquiring a tangible item does not confer IP rights unless the law provides otherwise. Legal limits on IP rights cannot undermine normal exploitation or moral rights.

Protection includes defence against destruction, theft, copying, falsification, leakage, modification, or infringement of rights. While no sector-wide restrictions exist, restricted information is subject to additional controls. Investment risk insurance can cover expropriation-like measures, currency restrictions, and force majeure events, supporting IP-related investment without changing the substantive IP rights.

Key Rules and Compliance

The Law on Protection of Personal Data and the Law on Information Protection govern collection, processing, access, and transfer of personal and sensitive data. Processing is generally consent-based and purpose-limited. Data subjects have rights to access and correct information, while restricted categories require state authorisation or legally defined purposes.

Foreign investors operating in Tajikistan or accessing restricted information must comply. Enforcement focuses on state oversight, licensing, certification of protection measures, and administrative penalties, with controls applied via licensing and access restrictions rather than financial multipliers.