Until late 2027, foreign companies structuring franchising or commercial concession arrangements in Uzbekistan could treat the Law on Subsoil as an entirely separate regulatory instrument — one relevant to mining licences and resource extraction, but of no direct concern to distribution and brand-licensing structures. Amendments that entered into force in 2027 changed that assumption for a defined class of transactions. Where a franchising arrangement involves technology transfer, service standards, or operational control in sectors that intersect with subsoil resource use — including but not limited to processing, logistics, equipment servicing, and technical consultancy linked to extraction operations — the revised framework introduces conditions that did not previously apply to commercial concession agreements governed by Uzbek civil law. Foreign franchisors and their Uzbek franchisees should assess whether their existing or planned arrangements fall within the new scope before executing or renewing agreements.
Before the 2027 amendments, franchising in Uzbekistan was regulated through the commercial concession provisions of the Civil Code of the Republic of Uzbekistan, supplemented by the Law on Foreign Investment and sector-specific licensing requirements. The Law on Subsoil operated as a self-contained regime addressing licences for subsoil use, conditions attached to extraction rights, and the obligations of subsoil users — typically mining and energy companies. There was no formal linkage between subsoil licensing conditions and the terms of commercial concession or franchising agreements, even where a franchise network operated in close technical proximity to extraction activities.
The 2027 amendments are understood to introduce a definitional expansion within the Law on Subsoil, bringing within its scope certain service and technology-transfer contracts where the subject matter is materially connected to licensed subsoil operations. Under the revised approach, a commercial concession or franchising agreement is treated as a "connected arrangement" if: the franchised activities form an integral part of the operational chain of a subsoil licence holder; the franchisor exercises ongoing operational or quality-control functions over those activities; and the arrangement is for a duration or at a scale that would qualify as a material business relationship under the implementing regulation.
For arrangements that meet this threshold, the amendments impose three categories of new obligation. First, the agreement must be registered not only with the civil registration authority under the standard commercial concession registration procedure, but also with the State Committee for Geology and Mineral Resources (Goskomgeologiya), which assumes a supervisory role over connected arrangements. Second, the terms of the franchising agreement — in particular provisions relating to technology transfer, quality standards, and sub-franchising rights — must not conflict with conditions attached to the relevant subsoil licence. Where a conflict is identified, the subsoil licence conditions prevail. Third, foreign franchisors who are counterparties to connected arrangements are now required to provide specific disclosure to the registration authority regarding the technical specifications transferred under the franchise, subject to confidentiality protections that are set out in the implementing regulation.
[CTA: If your franchise or distribution network in Uzbekistan involves activities connected to resource extraction or technical service provision in the subsoil sector, this is the appropriate moment to review your agreements. Make an enquiry: info@vetrovpartners.com | WhatsApp/Telegram: +7 (983) 510-38-76]
The practical scope of the amendments is narrower than the statutory language might initially suggest. Foreign franchisors operating retail, food service, professional services, or consumer-facing networks in Uzbekistan are not affected unless their franchisee base includes entities that are subsoil licence holders or direct contractors to such entities. The amendments are targeted at the industrial and technical services sector, where the line between a commercial concession arrangement and a service agreement with an integrated technology component has historically been difficult to draw.
The entities most directly affected fall into three categories. Foreign technology and equipment service franchisors whose Uzbek franchisees service the mining, oil and gas, or industrial extraction sector are within scope. International consultancy or operational management franchisors providing services that form part of a subsoil user's licensed operations are likely affected. Franchisors in the processing and industrial logistics sector, where the downstream activity is closely linked to the output of extraction operations, will need to assess whether their arrangements meet the "integral part of the operational chain" threshold.
By contrast, arrangements involving only incidental commercial proximity to subsoil activities — for example, a catering or facility management franchise operating at a mining site but under a separate commercial relationship with the site operator — are not understood to meet the "integral operational chain" threshold under the implementing guidance.
For foreign investors who entered the Uzbek market through joint ventures or corporate structures that include both franchising and subsoil-adjacent activities, the position is more complex. The amendments interact with the Law on Foreign Investment and, where applicable, with production sharing agreements or investment agreements concluded with the Republic of Uzbekistan. The terms of those agreements may themselves include stabilisation clauses that affect the applicability of the new requirements.
[CTA: For in-house counsel managing a multi-structure Uzbekistan presence that spans franchising and natural resources activity, early legal mapping of these interactions is more straightforward than subsequent unwinding. Discuss your matter in confidence: info@vetrovpartners.com | WhatsApp/Telegram: +7 (983) 510-38-76]
The priority action for any foreign franchisor with an existing Uzbek network is to audit current franchising agreements against the "connected arrangement" threshold introduced by the 2027 amendments. This requires a two-stage analysis: first, whether the franchisee or its principal clients are subsoil licence holders or direct contractors; and second, whether the franchised activities satisfy the "integral operational chain" criterion. Neither question can be answered from the face of the franchising agreement alone — both require an understanding of the franchisee's actual operational position in the Uzbek market.
Where the audit confirms that an existing agreement falls within scope, the registering party will need to initiate a supplementary registration with Goskomgeologiya. The implementing regulation is understood to set a transitional period for existing agreements, the length of which has not been confirmed in final form at the time of writing. Foreign franchisors should not assume that existing registrations under the civil law commercial concession procedure are automatically sufficient.
For new arrangements being negotiated or structured from late 2027 onwards, counsel should ensure that the agreement documentation addresses the registration pathway with Goskomgeologiya from the outset, that technology transfer provisions are drafted with the disclosure obligation in mind, and that any sub-franchising rights are conditioned on the sub-franchisee's compliance status under the Law on Subsoil where applicable.
The cross-border dimension merits particular attention for franchisors who are also subject to Russian legal requirements in connection with CIS-region operations. Where a Russian entity is the contracting franchisor and the Uzbek entity is the franchisee, the arrangement will engage both Uzbek registration requirements and the terms of any underlying Russian law franchise agreement. The two regimes do not harmonise automatically: registration under Russian civil law does not satisfy the Uzbek Goskomgeologiya registration requirement, and the technical disclosure obligations under Uzbek law may require separate documentation distinct from what the Russian law agreement provides for. Franchisors operating across the Uzbekistan–Russia corridor should verify that both registration obligations are addressed independently.
For general guidance on market entry structures in Uzbekistan, including the company formation and joint venture frameworks that typically accompany franchising arrangements, the firm's [Uzbekistan practice overview](/jurisdictions/uzbekistan/) provides relevant context. Companies considering structures that combine franchising with licensing or regulatory compliance elements may also find the [Regulatory & Licensing](/jurisdictions/uzbekistan/regulatory-licensing/) and [Distribution & Franchising](/jurisdictions/uzbekistan/distribution-franchising/) practice pages useful starting points.
Several points of practical importance remain unresolved as of the date of this analysis. The implementing regulation referred to in the amended Law on Subsoil had not been published in final form at the time of writing. This creates uncertainty on at least three issues.
The precise definition of the "integral part of the operational chain" threshold has not been settled with the granularity that legal practitioners and foreign investors require for confident transaction structuring. The statutory language establishes the concept; the implementing regulation was expected to provide sector-specific examples and quantitative criteria. Until those criteria are published, the threshold is subject to interpretative risk.
The transitional period for existing agreements — referred to in the amendments but not quantified in the enacted text — is material for franchisors with active networks. An aggressive transitional period would require rapid re-registration of agreements that were validly concluded and registered under prior law. The implementing regulation will settle this, but the absence of a confirmed transitional period is itself a risk-management issue for franchisors planning renewals or material amendments to existing agreements.
The confidentiality framework applicable to technical disclosure under the Goskomgeologiya registration procedure has been described in the amendments at a high level of generality. Franchisors transferring genuinely proprietary technology will need assurance that the disclosure regime does not result in effective publication of trade secrets. This concern is familiar from analogous disclosure regimes in other jurisdictions and is likely to be addressed in the implementing regulation, but the specific protections have not yet been confirmed.
Q: What specifically changed under Uzbekistan's Law on Subsoil in 2027 for franchising arrangements?
A: The 2027 amendments introduced a category of "connected arrangements" within the Law on Subsoil, bringing within its scope franchising and commercial concession agreements where the franchised activities form an integral part of the operational chain of a subsoil licence holder. Agreements meeting this threshold now require supplementary registration with Goskomgeologiya in addition to the standard civil law commercial concession registration, must not conflict with subsoil licence conditions, and are subject to technical disclosure obligations. The amendments do not affect franchising arrangements in sectors unconnected to subsoil operations.
Q: Which foreign companies are most likely to be affected by these changes?
A: The amendments primarily affect foreign technology and equipment service franchisors whose Uzbek franchisee networks operate within the mining, oil and gas, or industrial extraction sector. International operational management and consultancy franchisors providing services integrated into the operational chain of subsoil licence holders are also within scope. Foreign franchisors in retail, food service, consumer services, and other sectors without a material connection to subsoil operations are not affected unless their franchisees are themselves subsoil licence holders or direct contractors.
Q: What should a foreign franchisor do now if its existing Uzbek agreements may fall within the new scope?
A: The priority step is an audit of existing agreements and franchisee operational profiles against the "connected arrangement" threshold. Where an agreement appears to fall within scope, the franchisor should initiate contact with Uzbek counsel to assess the supplementary registration obligation and the applicable transitional period — the length of which has not been confirmed in final form. New agreements should be structured from the outset with the Goskomgeologiya registration pathway and technical disclosure obligations in mind. Franchisors operating across the Uzbekistan–Russia corridor face additional considerations, as Russian civil law registration does not satisfy Uzbek Law on Subsoil registration requirements.
Vetrov & Partners is a Russian boutique law firm established in 2009, recognised by Pravo-300 — Russia's principal legal directory — for eight consecutive years. The firm advises foreign companies on Russian law matters and, through its regional analyst network, provides coordinated legal support for cross-border matters engaging CIS jurisdictions including Uzbekistan.
The firm's distribution and franchising practice supports foreign companies structuring commercial concession and franchise arrangements across Russia and CIS markets, advising on registration requirements, agreement drafting, and the interaction between franchise structures and applicable regulatory regimes. For Uzbekistan-specific matters, the firm collaborates with qualified local counsel.
Enquiries: info@vetrovpartners.com | WhatsApp / Telegram: +7 (983) 510-38-76 | t.me/vitvetcom
This publication is provided for informational purposes only and does not constitute legal advice under Russian or any other applicable law. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Vetrov & Partners is a Russian-qualified law firm. For matters governed by foreign law or requiring local admission in another jurisdiction, we collaborate with trusted counsel in the relevant jurisdiction. For advice regarding your particular situation, please contact info@vetrovpartners.com.
— Nodira Yusupova Contributing Regional Analyst — Uzbekistan, Vetrov & Partners vetrovpartners.com/contributions/