TAJIKISTAN Law and Practice Contributed by: Farhad Azizov and Shavkat Akhmedov, AAA Law Offices
Relevant Regimes and Authorities • Export Control: This applies to controlled goods, dual-use technologies, and software. Licences and “state expertise” are issued by competent govern - ment bodies. • Foreign Trade Permits: The government may require import, export, or transit permits to pro - tect national security, public order, health, or the environment. These are handled by an authorised state body. • Merger and Competition Control: The anti-monop - oly authority reviews concentrations that could restrict competition or affect natural monopolies (see 6. Antitrust/Competition ). • Investment Policy Co-Ordination: The state invest - ment 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 tech - nologies, 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 domes - tic, with no exemptions based on nationality or inves - tor 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 pre - scribed documents to the competent authority. Minor defects in an application should not, in themselves, constitute grounds for refusal. Deci - sions 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. Unap - proved deals risk invalidity or administrative penalties.
All remedies are formalised in the authority’s clearance decision. Non-compliance may result in court-ordered invalidation of the underlying transaction. 6.4 Antitrust/Competition Enforcement Blocking or Challenging Transactions The authority may refuse consent to a proposed merg - er 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.
7. Foreign Investment/National Security 7.1 Applicable Regulator and Process Overview General Framework
Tajikistan has no standalone national security or a CFI - US-type foreign investment law. Foreign direct invest - ment is generally permitted under the Investment and Promotion of Investment Activity Law, which guaran - tees non-discrimination and protection of investors. However, several cross-cutting regimes may require prior consent where national security or public interest considerations apply.
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