Annual General Meeting of an LLC and JSC in Uzbekistan 2027: Deadlines, Agenda and Minutes for the 2026 Year

As of November 2026, the annual general meeting of participants of an Uzbek LLC for the 2026 financial year will be the first one held entirely under the new Law "On Limited Liability Companies" No. ZRU-1137 of 21.04.2026 (the 2001 law lost force on 22.07.2026). It must be held within six months after the financial year ends, i.e. by 30 June 2027 for a calendar year, and every participant must be notified at least 30 days in advance (Articles 32 and 34 of the law). A joint-stock company (JSC) holds its annual shareholders' meeting within the same six months (Article 58, part 4 of the JSC Law), and notice of it is published 21 to 30 days ahead (Article 62, part 1). An LLC meeting's minutes are signed within three days after the meeting; a JSC's minutes are drawn up within ten days. Rules are as in force in November 2026; the 2027 tax policy law is not yet adopted.

In brief

• Deadline. An LLC or JSC with a calendar financial year holds its annual meeting for 2026 no later than 30 June 2027; the charter may set an earlier date (LLC: ZRU-1137, Article 32, part 2; JSC: Article 58, part 4).
• Notice. LLC participants: at least 30 days before the meeting (Article 34, part 1); JSC shareholders: no later than 21 days and no earlier than 30 days before (Article 62, part 1).
• What the meeting decides. Approval of the financial statements, distribution of profit, management bodies, the audit commission, the audit decision; in a JSC also the election of the supervisory board (LLC Law, Article 31; JSC Law, Articles 58-59).
• Votes. An LLC has no quorum and counts decisions against the total number of votes; a JSC needs more than 50% of voting shares for a quorum.
• Minutes. LLC: chair and secretary sign within three days, an extract goes to participants within five working days (Article 36). JSC: minutes in two copies within ten days (Article 73).
• A sole participant holds no meeting. The sole participant of an LLC decides in writing (Article 38); so does the sole shareholder of a JSC, but the annual deadline still applies.

What is new for an LLC at its first annual meeting under ZRU-1137

The core procedure was carried over from the 2001 law almost unchanged: six months, 30 days' notice, 15 days for participants' additional items, 10 days for agenda changes, minutes within three days. The differences: notice may be given against receipt or by a means of communication confirming delivery, not only by registered letter (Article 34, part 1); draft charters in the new wording were added to the meeting materials (Article 34); the secretary must send an extract of the minutes to all participants within five working days after they are drawn up (Article 36); in the list of exclusive competences, "approval of annual reports and annual balance sheets" has been replaced by "approval of financial statements" (Article 31, part 2); and a single participant can demand an extraordinary meeting (Article 33). Everything else is in the article Uzbekistan LLC Law 2026 (ZRU-1137): what to change in the charter and shareholders' agreement; here we cover only the annual meeting. The law leaves the date and procedure of the meeting to the charter (Article 32), so start with the charter.

Who convenes the meeting

In an LLC the ordinary meeting is convened by the executive body, i.e. the director (Article 32, part 1), who also organizes the keeping of minutes (Article 35). In a JSC the supervisory board sets the date, agenda, the date of the shareholder register, the ballot form and the participation procedure (Article 64, part 1); the chair of the board presides (Article 58, part 2); votes are counted by a counting commission of at least three people, which cannot include supervisory board members, audit commission members, the director or management board members (Article 66).

LLC: step, deadline, rule

The financial year is the calendar year. The example is for a meeting held on 30 June 2027; the law does not say how days are counted, so keep a margin.

If the convening procedure is breached, the meeting is competent only if all participants attend (Article 34).

JSC: step, deadline, rule

For a meeting on 30 June 2027 the notice is published between 31 May and 9 June 2027. Cite Article 58 of the current wording of the law (lex.uz/ru/docs/2382411), not outdated texts.

Agenda of the annual meeting

LLC

The exclusive competences of the meeting include, among others, approval of the financial statements, distribution of net profit, formation of the executive bodies, election of the audit commission (auditor) and the supervisory board, and the decision on an audit and the choice of the auditor (Article 31, part 2). They cannot be handed to the executive body (Article 31, part 3).

The materials are the annual report, the audit commission's opinion, the auditor's opinion on the reliability of the statements, information on candidates and draft charters (Article 34). In practice this means approving the 2026 statements, distributing net profit (dividends, a reserve fund at no less than 5% of net profit if one is created, Article 28, or retaining the profit), electing or extending the bodies, the audit decision, and items participants submitted 15 days ahead.

JSC

The annual meeting decides on electing the supervisory board and the audit commission (auditor), on extending, renewing or terminating the contract with the director, management board members and trust manager, and considers the annual report and the reports of the executive body and the supervisory board (Article 58, part 4). The law also puts approval of the annual report and annual business plan, distribution of profit and losses, and selection of the auditor for the mandatory audit with a cap on its fee within the meeting's competence (Article 59, part 1). The agenda may not contain wording such as "other" or "miscellaneous": a specific question is required (Article 64), and the meeting cannot decide items outside the agenda (Article 60). A dividend decision is made on the supervisory board's recommendation and on financial statements, where an auditor's opinion on their reliability exists; the dividend cannot exceed the recommended amount (Article 50).

Quorum and majority

LLC

The law sets no quorum for a participants' meeting: decisions are counted against the total number of participants' votes. Each participant has votes proportional to its share of the charter fund, unless the charter says otherwise (Article 35).

• General rule. A decision needs a majority of the total number of votes, not of those present. A participant holding over 50% decides such items alone; at 50/50 nothing passes without the other participant.
• Qualified majority. At least two thirds of the total votes are required for the items in the second paragraph of part 2 of Article 31 and for items the charter designates; unanimity is required for the item in the twelfth paragraph (Article 35). The official Uzbek text uses the same cross-reference. If the introductory line ("include:") counts as the first paragraph, which is how lex.uz itself numbers paragraphs in its notes to the JSC Law, the second paragraph covers setting the company's main lines of business and joining other associations of commercial organizations, and the twelfth covers creating other legal entities, representative offices and branches. That literal reading is debatable: Article 6 of the law requires two thirds, not unanimity, for branches and representative offices, so set the threshold for such decisions expressly in the charter. Some rules set their own threshold: increasing the charter fund needs at least two thirds of the total votes (Article 17), and a different method of counting votes needs unanimity (Article 35). Annual items (approving the statements, distributing profit, the audit) fall outside these paragraphs under any reading: by default a majority of the total votes of participants is enough unless the charter requires more.
• Voting is open unless the charter provides otherwise; an unregistered participant does not vote (Article 35).
• Proxy. A power of attorney from an individual must be notarized; from a legal entity, signed by its head and sealed if it has a seal (Article 35). For a proxy issued abroad, check the legalization and translation requirements in advance.

JSC

The quorum is more than 50% of the votes of the placed voting shares at the close of registration; with no quorum a repeat meeting is called without changing the agenda, and it is competent with more than 40% (Article 68). A decision passes by a simple majority of the shareholders taking part (Article 60, part 2); three quarters of the votes of the shareholders taking part are needed for the items listed in Article 60, part 4, notably amending the charter or adopting a new version, reorganization, liquidation and setting the maximum number of authorized shares. Voting is "one voting share, one vote", with cumulative voting possible for the supervisory board (Article 69).

Absentee and remote voting

LLC

The law allows a decision to be taken without the participants meeting together, by absentee voting (a poll), through an exchange of documents by post, telegraph, telephone, electronic or other communication that ensures authenticity and documentary proof of the messages (Article 37, part 1). An important limit: items of the meeting's exclusive competence (Article 31, part 2), including approving the statements and distributing profit, cannot be decided by absentee vote unless the charter permits it (Article 37, part 2). If the charter has no such permission, meet in person or amend the charter first.

For absentee voting the notice periods of Article 34 do not apply, but the procedure must provide for notifying the agenda, access to the materials, the chance to add items and a deadline for voting (Article 37, parts 3-4).

The LLC Law does not directly regulate video links for an in-person meeting; gaps are filled by the charter, company documents or the meeting itself (Article 35, part 1). If participants include foreigners and you want them to join by video, first provide for this in the charter or a meeting decision, then record how registration and vote counting work over video and keep the connection log.

JSC

The JSC Law expressly allows information and communication technologies: remote registration, discussion and voting. The general procedure for remote participation and electronic voting is set by the authorized securities market regulator (Article 58, part 7). The notice must state the participation and voting procedure, including remote (Article 62, part 2); voting is by ballots or remotely, ballots are not used for remote voting, and the validity of the decision is confirmed by the electronic digital signature used at registration (Article 70). We do not cover the regulator's specific platform requirements.

Minutes: required details and signatures

LLC (Article 36)

The minutes state:

• the place and time of the meeting;
• the total number of votes of the participants taking part;
• the chair (presidium) and the secretary;
• the agenda;
• the main points of the speeches;
• the questions put to a vote and the voting results;
• the decisions taken.

The chair and the secretary sign no later than three days after the meeting. The secretary then sends an extract to all participants by post or e-mail within five working days. The law does not require notarization of the minutes.

JSC (Articles 72-73)

The minutes are drawn up no later than ten days after the meeting closes, in two copies, each signed by the presiding person and the secretary; the details are the same, plus the total votes of all holders of voting shares. The counting commission separately draws up a voting results record with the quorum data; it is attached to the meeting minutes, and the ballots are sealed and archived.

A sole participant's decision instead of a meeting

In an LLC with one participant, the sole participant takes the decisions within the meeting's competence alone and records them in writing (Article 38). No meeting, 30-day notice or minutes with a chair and secretary are needed, but a decision approving the statements and distributing profit must still exist; date it within the six-month period. In a JSC all of whose ordinary shares belong to one shareholder, meetings are not held and decisions are written, but the rules on the timing of the annual meeting still apply (Article 58, part 8): record the annual decision within the same six months.

Dividends

• LLC. The meeting decides; the company may decide quarterly, semi-annually or annually (Article 26). The charter or the meeting's decision sets the payment term, which must not exceed 60 days from the decision.
• Restrictions. No dividend decision or payment is allowed until the charter fund is fully paid, if the company is insolvent, or if net assets are below the charter and reserve funds (LLC Law, Article 27; JSC Law, Article 54).
• JSC. The meeting decides on the supervisory board's recommendation, the amount cannot exceed the recommendation, the decision states payment dates, and the term is no more than 60 days (Articles 50-51). For delay caused by the company, a penalty accrues, capped at 50% of the unpaid amount (Article 53).

Link with annual financial statements

The meeting approves the statements, while state filing deadlines run separately. Financial statements under national standards are due no later than 1 March of the year following the reporting year, under IFRS no later than 1 May (clause 7 of the Regulation, Ministry of Economy and Finance order No. 181, reg. No. 3567; the official text is in Uzbek, in force since 01.01.2025). The annual corporate profit tax return is due by 1 March (Tax Code, Article 339, part 5). So for 2026 the statements are filed between March and May 2027, while the meeting may be held up to 30 June. We found no rule in the laws forbidding filing before the meeting approves the statements, and did not check agency practice. See the calendar of deadlines; the 2027 tax policy law has not yet been adopted, and the deadlines are stated under the rules in force in November 2026.

What happens if the meeting is not held on time

The deadline is worded as an obligation (LLC Law, Article 32; JSC Law, Article 58, parts 3-4), but neither the LLC Law nor the JSC Law sets a sanction for missing it, and we found no specific offence for failing to hold an annual meeting in the Code of Administrative Liability (text on lex.uz, November 2026). In practice, without a meeting decision the statements cannot be approved and profit cannot be distributed (LLC Law, Articles 31 and 26), and any LLC participant may demand an extraordinary meeting (Article 33). JSCs that issue securities are separately subject to disclosure requirements, which we do not cover here.

Typical mistakes

• A 50% quorum in an LLC. There is none: votes are counted against the total, and at 50/50 nothing passes without the second participant.
• Notice on the last day. The law does not explain how days are counted, and receipt must be confirmable.
• No materials. The annual report, opinions, candidate information and draft charters go out with the notice (Article 34).
• "Miscellaneous" on a JSC agenda is prohibited (Article 64); decisions outside the agenda are not allowed (Article 60).
• Dividends despite the restrictions (LLC Law, Article 27; JSC Law, Article 54).
• No extract sent to participants within five working days (Article 36).
• Citing the 2001 law or an outdated wording of the JSC Law.

How Pactum helps

• We review the charter against ZRU-1137: the deadline, notice, absentee voting, participation of foreign participants.
• We prepare the meeting package: a calendar of steps, notices, agenda, draft resolutions, minutes and extract; for a JSC, the notice, ballot and voting results record.
• We draw up decisions of a sole participant or shareholder, prepare powers of attorney and support meetings with a foreign participant.

Registration work costs from UZS 1,500,000; the meeting document package is priced after we see the charter and the list of participants. Decisions are made by the company's participants and by registering authorities, and we do not promise a result. More on the pages about company formation and support and foreign investment, or at a lawyer consultation: 60 minutes, UZS 300,000, credited toward the cost of the service. Phone +998 78 113 81 01, Telegram, info@pactum.uz, office: 21 Afrosiyob Street, Tashkent.

FAQ

By what date must an LLC hold its annual meeting for 2026?

No later than six months after the end of the financial year; for a calendar year, by 30 June 2027. The charter may set an earlier date, in which case the charter date applies (ZRU-1137, Article 32).

Does an LLC meeting need a quorum?

No, the LLC Law sets no quorum. A decision passes by a majority of the total votes of participants, and for some items by two thirds or unanimously (Article 35).

Can an LLC hold its annual meeting by absentee vote?

Yes, but only if the charter allows it. Items of exclusive competence, including approving the statements and distributing profit, cannot be decided by absentee vote without that permission (Article 37, part 2).

How many days' notice do JSC shareholders get of the annual meeting?

Notice is published no later than 21 days and no earlier than 30 days before the meeting, on the Unified Corporate Information Portal, the company website and in the media, and sent by e-mail (JSC Law, Article 62, part 1).

Within what period are dividends paid?

The charter or the meeting's decision sets the term, but it must not exceed 60 days from the decision, both in an LLC (Article 26) and in a JSC (Article 51).

Is a meeting needed if there is only one participant?

No. The sole participant of an LLC decides alone in writing (Article 38); a JSC with a sole shareholder holds no meeting, but the annual meeting deadline still applies (Article 58, part 8).

Sources

• Law "On Limited Liability Companies" No. ZRU-1137 of 21.04.2026, Articles 26-28, 31-38 (lex.uz); official Uzbek text
• Law "On Joint-Stock Companies and Protection of Shareholders' Rights", current wording, Articles 50-54, 58-73 (lex.uz)
• Regulation on deadlines for submitting financial statements (order No. 181, reg. No. 3567), clause 7 (lex.uz)
• Tax Code of the Republic of Uzbekistan, Article 339 (lex.uz)
• Pactum calendar of deadlines