Navigating subsoil and mining licensing in Uzbekistan for Indian-owned groups: a step-by-step overview

Uzbekistan's extractive sector has opened meaningfully to foreign capital over the past several years, and Indian-owned groups — ranging from listed mining conglomerates to privately held family-office structures — have become an increasingly active participant in that opening. The subsoil licensing regime, however, is not self-navigating: it combines a civil-law ownership framework, a sector-specific permitting hierarchy, and a regulatory environment that continues to evolve. For an Indian corporate group assessing a greenfield mineral asset or an acquisition of an existing licence holder, understanding how the process is structured — and where the procedural friction points lie — is the essential starting point.

A structured document checklist saves significant time once formal procedures commence. Before initiating any licensing step in Uzbekistan, an Indian-owned group should verify that the following are in place:

• Corporate structure documentation: confirmed ownership chain from the Indian parent to the proposed Uzbek operating entity, with notarised and apostilled translations into Uzbek or Russian for each tier
• Authorised capital confirmation: evidence that the proposed local entity meets the minimum capitalisation threshold applicable to subsoil-use licence holders (thresholds vary by mineral type and are subject to periodic revision by the State Committee on Geology and Mineral Resources)
• Technical competence file: CVs, licences, or accreditations of the technical director or chief geologist proposed for the Uzbek entity — Uzbekistan requires demonstrated technical capacity as a condition of application, not as a post-award formality
• Financial capacity evidence: audited accounts of the Indian group parent for the two most recent financial years, together with a financing plan or commitment letter for the proposed programme of works
• Absence-of-encumbrance certificates: confirmation from the Indian parent's jurisdiction that the parent entity is not subject to insolvency proceedings, sanctions designations, or material pending litigation — Uzbek authorities routinely request these
• Environmental baseline data: where publicly available geological survey data is not sufficient, the group may need to commission its own pre-application environmental baseline assessment

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Uzbekistan does not, as a general rule, permit a foreign entity to hold a subsoil-use licence directly. The licence is issued to a legal entity registered in the Republic of Uzbekistan. For an Indian group, this means the first procedural step is the incorporation of a local vehicle — typically a limited liability company (majburiyati cheklangan jamiyat) or a joint-stock company, depending on the structure of any co-investment with an Uzbek state or private partner.

The choice of entity form has downstream consequences. A joint-stock company is required where a public offering or certain government co-investment arrangements are contemplated. An LLC is simpler to establish and is the standard vehicle for single-investor subsoil projects. Either form must be registered with the Ministry of Justice through the Single Window system, a digitalised registration portal that has materially shortened incorporation timelines in recent years. Indian founders should note that the registration system requires a local registered address and, in practice, a locally present founder representative or notarised power of attorney at the point of registration.

The authorised capital of the newly established entity must be contributed within the timeframes prescribed by Uzbek corporate legislation. Where the mineral licence sought is classified as a strategic deposit (a designation that the State Committee on Geology and Mineral Resources can apply to deposits meeting certain scale or commodity criteria), additional government co-investment requirements or approval steps may be triggered.

Not all subsoil use in Uzbekistan proceeds through the same route. The principal licensing pathways available to foreign-invested entities are:

• Subsoil-use licence issued by the State Committee on Geology and Mineral Resources: the standard instrument for exploration and production activities over a defined mineral resource
• Production sharing agreement (PSA): a contractual framework available for significant deposit development, negotiated with the Cabinet of Ministers and implemented through a separate legal act; typically available for larger projects where the investor brings substantial capital and technical capacity
• Investment agreement with a state enterprise: used where a state-owned mining entity is the primary licence holder and the Indian group is structured as a co-investor or technical partner

The pathway matters because the procedural sequence, the approving authority, the timeline, and the applicable legal protections differ across each. A PSA, for example, offers stronger stabilisation protections (the fiscal and regulatory terms applicable at the time of signing are generally preserved for the contract term), but requires a more extensive pre-negotiation process and Cabinet-level approval. A standard subsoil-use licence is faster to obtain but is subject to the general regulatory regime, which can be amended.

Indian groups entering Uzbekistan for the first time typically proceed via the subsoil-use licence route for initial exploration phases, reserving the PSA structure for a subsequent development stage once a confirmed resource has been established.

For a standard subsoil-use licence, the application is submitted to the State Committee on Geology and Mineral Resources (Davlat geologiya va mineral resurslar qo'mitasi). The application package ordinarily includes:

• Completed application form in the prescribed format
• Founding documents of the Uzbek operating entity (charter, certificate of state registration)
• Technical work programme for the proposed licence area, detailing exploration methodology, proposed investment volumes, and a timeline with milestones
• Financial plan demonstrating the capacity to fund the work programme
• Environmental protection plan
• Documents confirming the technical qualifications of key personnel
• For foreign-invested entities: additional confirmation of the ownership structure and the parent entity's good standing

The State Committee reviews the application against the technical and financial criteria and may request supplementary information. The review timeline under the current administrative procedure is defined, though in practice supplementary information requests can extend the effective timeline. The outcome is either a licence grant or a reasoned refusal.

Note: A refusal is not necessarily final. Uzbek administrative procedure provides a right of appeal to the supervising ministry and, thereafter, to the administrative courts. Applicants who receive a refusal on technical grounds (insufficient work programme, inadequate technical personnel) can address the deficiencies and reapply. Refusals on grounds of a competing existing licence holder over the same area are more difficult to overcome through administrative means and may require a commercial resolution with the incumbent licence holder.

A subsoil-use licence establishes the right to use the subsurface; it does not by itself authorise surface access or construction of production infrastructure. Parallel consents are required:

• Environmental impact assessment approval: the State Committee on Ecology and Environmental Protection reviews the environmental impact assessment (EIA) prepared by the licence holder. For exploration-stage projects the EIA requirements are lighter than for production-stage projects, but some form of environmental consent is typically required before field operations begin
• Land allocation: surface access over the licence area requires a land allocation decision from the relevant hokimiyat (regional executive authority). Land in Uzbekistan cannot be privately owned by foreign entities; rights are granted as leasehold. The land allocation process involves coordination with the hokimiyat, the State Committee on Land Resources, and, where the surface is currently used for agricultural or other purposes, relevant sector ministries
• Water use permit: where exploration or production activities involve the use or discharge of water, a separate permit from the water management authorities is required
• Construction permit: any capital construction associated with production infrastructure requires a separate building permit from local construction supervision authorities

Indian groups frequently underestimate the timeline and complexity of the parallel consents phase. In practice, obtaining environmental approval and a land allocation decision can take as long as — or longer than — the primary licence application itself. Both processes should be initiated in parallel, not sequentially.

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Once the licence is granted by the State Committee, it must be registered in the State Register of Subsoil-Use Rights. This registration step is required before operations under the licence may lawfully commence. Failure to register does not invalidate the licence grant decision, but it creates a compliance gap that can affect the licence holder's standing in subsequent regulatory interactions.

Following registration, the licence holder must report periodically to the State Committee on the progress of the work programme. Uzbekistan's subsoil legislation imposes minimum expenditure obligations keyed to the approved work programme, and a failure to meet those obligations — without an approved work programme amendment — can constitute grounds for licence suspension or revocation.

For Indian groups operating under a group treasury model, where expenditure decisions are made at parent level, the importance of ensuring that committed funds are actually deployed in Uzbekistan on schedule cannot be overstated. The regulatory authorities track work programme adherence, and extensions to exploration timelines require formal application and approval — they are not automatic.

Indian-owned groups bring a specific set of structural considerations to Uzbekistan subsoil projects. Several are worth addressing at the outset:

Indian corporate groups frequently hold overseas assets through intermediate holding companies in Singapore, Mauritius, the UAE, or the Netherlands. The Uzbekistan–India bilateral investment treaty (BIT) provides investment protections, and the protections of other BITs (for example, the Uzbekistan–Singapore BIT or the Uzbekistan–Netherlands BIT, where applicable) may also be relevant depending on the group's holding structure. Early attention to which treaty applies, and whether the proposed corporate structure maximises treaty protection, is a meaningful part of pre-entry planning.

The India–Uzbekistan double taxation avoidance agreement (DTAA) affects the tax treatment of dividends, interest, royalties, and capital gains flowing between Uzbek operating entities and Indian parent or intermediate holding entities. The interaction between the DTAA, Uzbekistan's domestic transfer pricing rules, and India's controlled foreign corporation framework requires careful analysis — particularly for groups where the Uzbek licence is held in a subsidiary that is expected to generate significant royalty flows.

Currency repatriation is a practical consideration for Indian groups: Uzbekistan has made substantial progress in liberalising its foreign exchange regime, but the mechanics of converting Uzbek soum profits into US dollars or Indian rupees and remitting them to India involves compliance with both Uzbek foreign exchange legislation and Indian FEMA requirements.

Cross-border dispute resolution should be addressed at the investment structuring stage. Where an Indian group contracts with Uzbek state entities, the governing law and dispute resolution clause in the underlying contract or PSA will determine where and how disputes are resolved. International arbitration seated in a neutral venue (LCIA, SIAC, or ICC) is the standard preference for Indian investors in Central Asia; Uzbekistan has generally been receptive to international arbitration clauses in commercial contracts, though its track record in enforcing awards against state entities warrants legal review.

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• Establishing a company in Uzbekistan: a guide for foreign investors (/jurisdictions/uzbekistan/company-formation/)
• Corporate governance and joint ventures in Uzbekistan (/jurisdictions/uzbekistan/corporate-jv/)
• Tax framework for foreign-invested entities in Uzbekistan (/jurisdictions/uzbekistan/tax/)
• Regulatory licensing in Uzbekistan: overview (/jurisdictions/uzbekistan/regulatory-licensing/)
• Cross-border disputes involving Uzbekistan assets (/jurisdictions/uzbekistan/disputes/)

Q: Can an Indian company hold a subsoil-use licence in Uzbekistan directly, without establishing a local entity?

A: As a general rule, no. Uzbekistan's subsoil legislation requires that the licence holder be a legal entity registered under Uzbek law. An Indian parent company cannot hold a subsoil-use licence directly; it must establish — or acquire — a locally registered entity. That entity can be wholly owned by the Indian parent, subject to the capitalisation and technical qualification requirements applicable to the licence category in question.

Q: How long does the subsoil licence application process typically take for a foreign-invested company?

A: The formal review period prescribed by the State Committee on Geology and Mineral Resources is defined in the applicable administrative procedure, but effective timelines for foreign-invested applicants — accounting for supplementary information requests, document translation requirements, and the parallel environmental and land-use consent processes — commonly extend to several months. Projects involving strategic deposits or PSA structures involve additional review stages and should be planned on a longer horizon. Groups that have prepared a complete and well-structured application package typically experience shorter effective timelines than those that submit incrementally.

Q: Are there restrictions on the commodities that a foreign-invested entity may explore or mine in Uzbekistan?

A: Uzbekistan's subsoil legislation distinguishes between common minerals (which can be licensed at regional level with fewer restrictions) and solid, hydrocarbon, and other categories of strategic minerals (which involve the State Committee and, for larger deposits, possible Cabinet-level involvement). Certain strategic deposit categories may involve mandatory state participation — meaning a state enterprise takes a prescribed equity share in the operating entity. Foreign investors, including Indian groups, are generally permitted to participate in all mineral categories, but the applicable conditions, government co-investment requirements, and regulatory scrutiny increase as the strategic classification rises.

Vetrov & Partners is a Russian boutique law firm established in 2009. The firm is recognised by Pravo-300 – Russia's principal legal directory – for eight consecutive years, and is listed as a trusted adviser by the German Consulate General in Novosibirsk.

This practice briefing forms part of the firm's wider coverage of the CIS and Central Asian region. The firm's Regulatory & Licensing practice advises foreign investors – including Indian-owned groups – on market entry, licensing, and cross-border structuring across jurisdictions where Russian-qualified or regionally networked counsel is relevant. For Uzbekistan-specific matters, the firm collaborates with trusted local counsel in Tashkent holding Uzbekistan qualification. With over 1,000 matters handled since inception, the team combines procedural depth with direct partner involvement on every engagement.

We are a Russian-qualified law firm. For matters governed by Uzbekistan law or requiring local admission in Uzbekistan, we collaborate with trusted counsel in the relevant jurisdiction.

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, Foreign Investment & Market Entry vetrovpartners.com/contributions/

Nodira Yusupova advises on foreign investment frameworks and market entry procedures across Central Asia, with a focus on Uzbekistan's regulatory environment. She contributes regional analysis to Vetrov & Partners' CIS and Central Asian practice briefings.