TAJIKISTAN Law and Practice Contributed by: Farhad Azizov and Shavkat Akhmedov, AAA Law Offices
5.3 Investment Funds FDI via Funds
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 forma - tion); • the acquisition of core assets or intellectual prop - erty 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 func - tions. Thresholds and Filing Requirements The regime distinguishes between pre-merger con - sent and post-closing notification, depending on the (a) the combined book assets of the parties exceed 200,000 calculation indicators; and (b) 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: (a) creation or reorganisation where the charter capital exceeds 50,000 indicators; (b) mergers or accessions with combined assets above 100,000 indicators; or (c) 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 com - bined book assets exceed 100,000 indicators. size and nature of the transaction. • Pre-merger consent is required if: Foreign investors are subject to the same thresholds and procedures as domestic entities; no nationality- based exemptions apply.
• 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: (a) the investment involves a public offering or prospectus; (b) significant shareholding thresholds are crossed; or (c) 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 disclo - sure rules under securities law remain applica - ble. 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; securi - ties prospectus rules do not apply. • The regulator checks: (a) proper registration of the securities issue; (b) inclusion in the exchange quotation list for foreign placements; (c) completeness and accuracy of filings; and (d) compliance with anti-money laundering and counter-terrorism financing rules. • Approval timelines are typically within 30 days.
6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview 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 develop - ment of competition, including pre-merger approvals, post-merger notifications, and market investigations.
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