Uzbekistan’s new LLC law: what to check in your charter and whether to amend it

Yes, the law really is new: since 22 July 2026 Uzbekistan has applied the Law "On Limited Liability Companies" No. ZRU-1137 of 21 April 2026, and the previous 2001 law is no longer in force. The new law does not set a deadline by which every LLC must re-register its charter, but many older charters now diverge from the new rules. Here is what to check first and how to make the changes.

What is the new law and when did it take effect?

Law No. ZRU-1137 was signed on 21 April 2026 and, under Article 71, took effect three months after official publication — on 22 July 2026. Article 68 repealed Law No. 310-II of 6 December 2001, which had governed LLCs for a quarter of a century. The additional liability company form no longer appears in the new law, which deals only with LLCs.

The main changes:

• fiduciary duties of the director and members of management bodies — to act in the company's interests and not to use its property or business opportunities for personal ends (Article 44);
• rules on minority and majority participants, including a minority participants' committee (Articles 47–48);
• an optional supervisory board, including independent members (Articles 39–41);
• a detailed procedure for approving major transactions and related-party (affiliated person) transactions (Articles 49–59);
• a duty for anyone who acquires 50% or more to offer to buy out the other participants at market value (Article 21);
• the option to keep the register of the charter capital at the Central Securities Depository (Article 15).

Do you have to amend your charter?

The law contains no transitional provision with a cut-off date for bringing charters into line. So there is no fine "for an old charter", and existing charters do not automatically become invalid. In practice, however, this is no reason to do nothing:

• charter provisions that contradict the new law will not help you in a dispute — the court will apply the law;
• Article 14 lists what a charter must contain: the procedure and consequences of a participant's withdrawal, the procedure for transferring a share, how documents are kept and information is provided to participants, and details of branches, representative offices, subsidiaries and dependent companies;
• the law leaves many issues to the charter — if the charter is silent, the default rule of the law applies, and it may not suit you.

The sensible approach is to review the charter now and adopt amendments at the next participants' meeting rather than in the middle of a conflict.

Withdrawal of a participant and payout of the share

A participant may leave the company without the consent of the others, following the procedure in the law and the founding documents (Article 9). The departing participant's share passes to the company, which pays its actual value based on the accounts for the last reporting period or, with the participant's consent, hands over property of the same value (Article 23). The payout deadline is one year unless the charter sets a shorter period.

What to check in the charter: whether it describes the withdrawal procedure (form of the notice, to whom it is submitted), the payout period and the option of settling in kind. With two or three participants, one person leaving can seriously hit working capital, so it pays to agree the terms in advance.

Selling a share and the pre-emptive right

Under Article 21 of the law:

• a share may be sold to another participant without the others' consent, unless the charter provides otherwise;
• a sale to a third party is allowed unless the charter prohibits it;
• the transaction is made in simple written form; notarisation is needed only if the charter requires it;
• title to the share passes to the buyer when the entry is made in the Unified State Register of Business Entities.

The other participants have a pre-emptive right to buy the share, and if they do not use it, the right passes to the company itself. The seller notifies the participants and the company in writing of the price and terms. A participant must state their wish to buy within seven days, and if the whole share is not bought within a month (the charter may set a different period), it may be sold to a third party on the same terms. If the pre-emptive right is breached, a participant may, within three months, ask the court to transfer the buyer's rights and obligations to them.

Example. Suppose an LLC has three participants with a third each, and one wants to sell their share to an acquaintance for UZS 300 million. First they must offer it in writing to their partners at that price. If nobody buys within a month, the share can go to the acquaintance — but not more cheaply or on better terms than were offered to the partners.

What to check: whether the charter requires a notary for share deals, whether the participants' consent is needed for a share to pass to heirs, whether the company itself has a pre-emptive right, and what time limits apply. The pro rata order of the pre-emptive right can be changed only by a unanimous decision of all participants.

General meeting: quorum and voting

The law sets no separate quorum for the general meeting: decisions are taken by a majority of the total votes of all participants, not only of those present (Article 35). In effect, a participant who does not attend counts as a "no" vote. Increasing the charter capital requires at least two thirds of the votes (Article 17), and some decisions must be unanimous, such as approving the monetary valuation of non-cash contributions (Article 16).

• participants must be notified of a meeting at least 30 days in advance, and additional agenda items must be proposed at least 15 days before it (Article 34);
• a voting proxy given by an individual must be notarised (Article 35);
• absentee voting on matters within the meeting's exclusive competence is not possible unless the charter expressly allows it (Article 37);
• a meeting decision can be challenged in court within two months (Article 45).

What to check: which matters the charter reserves for a qualified majority or unanimity, whether absentee voting by e-mail is allowed, and when the annual meeting is held — the law requires the year's results to be approved within six months after the year ends (Article 32).

Director, supervisory board and major transactions

The director is elected by the general meeting for the term set in the charter (Article 42). If the charter states no term, questions arise about the director's authority, so check this clause. The director is liable to the company for losses caused by culpable actions or breach of fiduciary duties (Article 46), and if the procedure for a major or related-party transaction is breached, may bear subsidiary liability for the company's debts.

A transaction involving property worth more than 25% of net assets is a major transaction unless the charter sets a higher threshold, and the decision on it is taken by the general meeting (Article 50). A supervisory board is formed only if the charter provides for it, and its quorum is at least 75% of the elected members.

Charter capital and shareholders' agreement

• The law sets no minimum charter capital — one may be required only by licensing rules (Article 15).
• Contributions must be paid in full within the period set by the founding documents, but no later than one year after state registration.
• A non-cash contribution worth more than 10,000 BCU (at a base calculation unit of UZS 440,000, that is UZS 4.4 billion) must be valued by a licensed appraiser.
• An LLC may have no more than 50 participants (Article 8).
• Participants may conclude a corporate (shareholders') agreement under the Civil Code (Article 9) — a convenient way to agree on voting, exit and share sales without overloading the charter.

How to amend the charter and what it costs

1. Hold a general meeting of participants (or take a sole participant's decision) and draw up the minutes. Amending the founding documents is within the meeting's exclusive competence (Article 31).
2. Prepare a new version of the charter or the text of the amendments.
3. File for state registration at a Public Services Centre or via the my.gov.uz portal.
4. Charter amendments take effect for third parties from state registration, while changes of postal address, branches and representative offices take effect from notification of the registering authority (Article 14).

A state duty is charged for registration; the system shows the amount when you file — check the figure on the payment slip before paying. Amendments to the founding agreement are not subject to state registration (Article 13), but if it conflicts with the charter, the charter prevails (Article 12).

When should you bring in a lawyer?

You can change your address or company name yourself. A substantive overhaul of the charter, however, is the kind of job where a mistake surfaces years later, in the middle of a dispute. Legal help is especially important if:

• the company has several participants and there is a risk of disagreement — exit, share sales and voting rules need to be balanced;
• you plan to bring in an investor or sell a share — you will need a shareholders' agreement and well-drafted consent and pre-emption terms;
• there is a foreign participant, a state share or related-party transactions;
• a participant has already announced their exit or is challenging meeting decisions — the two- and three-month deadlines are short.

The corporate law team can check your charter against Law No. ZRU-1137, suggest wording and prepare the registration documents.

In brief

• The new LLC Law No. ZRU-1137 has applied since 22 July 2026; the 2001 law was repealed.
• There is no hard deadline to re-register charters, but clauses that contradict the law do not work.
• Check the exit procedure and payout period, the pre-emptive right and the notarial form for share deals.
• Meeting decisions are counted against the votes of all participants; notice is 30 days.
• Amendments are registered via a Public Services Centre or my.gov.uz and bind third parties after registration.

Photo: Blogtrepreneur, Wikimedia Commons (CC BY 2.0)