Setting up a Representative Office or a Branch of a foreign/international NGO/NPO in Tajikistan

This article provides an overview of the Tajikistan branch/representative office registration process, documents you may need and other issues that you need to consider when setting up a company in Tajikistan.

WHO can register their office in Tajikistan?

A foreign entity (a corporation or other organization) which are non-profit or non-government by their nature, can register their legal presence in Tajikistan in the form of a representative office or a branch office.

Under Tajik law, a representative office or a branch is not a legal entity but a separate subdivision of it, which acts in the name of the legal entity, of which it is a part (through an appointed manager acting on the basis of the Regulations and the specific Power of Attorney). Assets allotted to them are those of its head-office legal entity. While a branch is entitled to carry on, in part or in full, the functions of its head-office legal entity, a representative office’s activity is restricted to the representation and protection of the rights of the legal entity. In practice though the borderline between these two forms may blur.

WHICH organ can register?

Currently, there are two options for registration. An office can be registered with the Companies Registrar at the Tax Committee or with the Ministry of Justice.

Overall, an office registered with the Companies Registrar may be subject to less control over its activities. On the other hand, registration with the Ministry of Justice may be more straightforward.

It’s common for foreign entities to engage a local representative to deal with registration locally.

DOCUMENTS required for submission

application in a provided form;
decision of an authorized body of the foreign/international entity to (i) set up its office in Tajikistan (ii) approve the bylaws (Regulation) and (iii) appoint local manager of the Office;
a copy of the passport of the local manager;
a power of attorney issued in favor of the local manager;
a document confirming due registration of foreign/international entity abroad (abstract from the register or similar document);
document evidencing the acquisition by the office of the legal address in Tajikistan;
confirmation of the payment of the registration fee;
a power of attorney issued in favor of a local representative to deal with registration locally.

The following documents shall be provided, in addition to the above-listed, in case of registration with the Ministry of Justice:

legal address must be confirmed by the local government office;
notarized copies of constituent documents of the foreign/international organization;
copy of the bylaws/Regulations of the office;
certificate of good conduct in relation to the local manager, issued by the department of internal affairs.

TIMELINES

5 to 10 days, however, in practice, deadlines are rarely observed.

FEES

Fees for registration with the Companies Registrar are appr. USD 160 and for registration with the Ministry of Justice appr. USD 580.

POST – REGISTRATION Steps

Tax ID, etc.

Obtaining Tax ID, Social Security Number and Registration with Statics Office usually takes up to 3 days. In case of registration with the Companies Registrar, all these steps are dealt with and are completed along with the completion of the registration of the office (as opposed to the option with the Ministry of Justice where such steps will need to be taken after the office registration).

Bank Account

The following documents are required for opening a bank account:

an application letter (in a provided form);
copies of the Certificate of State Registration and Abstract from the Register;
Office Tax ID;
Office Regulation/Bylaws;
POA for local manager;
original copies of passports for local manager and/or chief accountant;
copy of the decisions on appointment of the local manager and/or chief accountant;
information letter from relevant tax office for the purposes of opening a bank account;
completed and signed specimen signature cards.

Some local banks may require that a central bank or a similar authority in the head office’s location provides a letter (permit) to the effect that the office may have accounts with banks in Tajikistan.

Accreditation

The office will need to undergo its personnel accreditation with Ministry of Foreign Affairs. The special entity to deal with the issue of accreditation is the State Unitary Enterprise “TajikDipService” under the Ministry.

Documents required for submission:

an application;
copy of the Regulations/Bylaws;
copy of the Abstract;
list of employees with their addresses and positions;
copies of passports for each employee (including copy of visa, if the employee is a foreigner);
profile form for each employee (in the provided form);
2 photos of 3×4 size (one of which in electronic format).

Accreditation takes up to 3 working days and costs USD 27 (per employee).

Reporting

The office will need to comply with the following reporting requirements:

monthly and quarterly reporting on individual income tax (in respect of its employees and individual contractors);
monthly and quarterly reporting on social tax (in respect of its employees and individual contractors);
monthly and quarterly statistics reports.

An office registered with the Ministry of Justice will need to report to the Ministry as follows:

annually, until 1 April, provide a report on its activities;
annually publish financial reports with the detailed information on income and expenses on its own website;
provide any information upon request of the Ministry;
allow for the representatives of the Ministry to visit any public events held by the office.

If you have decided to set up a Tajikistan Branch or Representative Office for your foreign NGO/NPO, we can assist. Please contact us today.