```json
{
"title": "Notarial Certification of LLC Meeting Minutes and Participant Resolutions: What Foreign Investors Need to Know",
"excerpt": "Meeting minutes and sole-participant resolutions of a limited liability company (LLC) registered in Uzbekistan are legally binding corporate documents — and in many cases they must be notarially certified to be valid. In this article I explain exactly when notarisation is mandatory, what documents to bring, and how to avoid rejection by the registration authority.",
"body": "## Why Do LLC Resolutions Need to Be Notarially Certified?\n\nMeeting minutes of a general participants' meeting and a sole-participant resolution are not mere internal paperwork. They record the key corporate decisions of an Uzbek LLC: changes to the director, amendments to the charter (articles of association), increases or decreases in the authorised capital, reorganisation, and other significant acts. In many of these situations, Uzbek law expressly requires notarial certification — without it, the registration authority is entitled to refuse to register the relevant changes in the state company register.\n\nIn my daily practice I regularly see business owners arrive with minutes signed "the usual way," only to be surprised when the authorities decline to accept them. The reason is straightforward: notarial form is not a bureaucratic formality — it is a mandatory condition for the document to have legal force.\n\nKey points to remember:\n- Whether notarisation is required depends on the type of resolution and the company's own charter.\n- Certain decisions of a sole participant also require notarial certification.\n- The notary confirms that the decision was adopted by the persons named in the document, at the time stated.\n- Where notarisation is required, its absence renders the resolution void ab initio.\n\n---\n\n## When Is Notarial Certification Mandatory?\n\nIn Uzbekistan, the formal requirements for corporate resolutions are set out in LLC legislation and may be supplemented by the company's charter. As a general rule, notarial certification is required for:\n\n- Resolutions that form the basis for amendments to the company's founding documents (charter);\n- Minutes relating to changes in the composition of participants, the size of their ownership interests, or the authorised capital;\n- Resolutions on the appointment or replacement of the director, where this is required by the charter or by law;\n- Any other resolution where the charter or a special agreement among participants expressly requires notarial form.\n\nWhere there is only one participant, the company does not hold a meeting — the participant instead adopts a sole-participant resolution. The notarisation requirements apply in the same way; please confirm the specifics with a notary for your particular matter.\n\n> Important: Even where the law does not strictly require notarisation in your case, banks, counterparties, and government authorities in Uzbekistan and abroad frequently request a notarially certified document as additional proof of authenticity.\n\n---\n\n## Overview: Document Types and Key Considerations\n\n| Document | When Certification Is Required | Points to Note |\n|---|---|---|\n| General meeting minutes | Amendments to the charter, changes in participants or capital | All participants (or their duly authorised representatives) must be present or properly notified |\n| Sole-participant resolution | Same grounds as meeting minutes | Must be signed by the participant personally in the notary's presence |\n| Minutes appointing a director | When required for state registration or by a bank | Verify the specific authority's requirements in advance |\n| Other corporate resolutions | When required by the charter or a counterparty | The charter may provide for an extended list of decisions requiring notarial form |\n\n*Current notarial fee tariffs are reviewed periodically — please confirm the applicable rate with the notary at the time of your appointment.*\n\n---\n\n## What Documents to Bring\n\nI recommend preparing the following set of documents in advance:\n\n- Passports of all participants (or their representatives acting under a power of attorney) and the company director.\n- State registration certificate of the LLC and the current charter (including all amendments in force).\n- List of participants showing the size of each ownership interest.\n- Draft minutes or resolution — it is advisable to agree the text with the notary before your visit.\n- Powers of attorney, if any participant is acting through a representative (the power of attorney must itself be notarially certified).\n- Any additional documents the notary may request depending on the nature of the resolution.\n\nI always recommend calling the notarial office in advance to confirm the full document list — this saves time and avoids unnecessary repeat visits.\n\n---\n\n## Frequently Asked Questions\n\nCan we dispense with a notary if all participants trust each other?\nPersonal trust between participants does not override the requirements of the law. Where notarisation is mandatory, a document that lacks it is legally void — regardless of the relationship between the parties.\n\nDo all participants need to be present in person?\nAs a general rule, yes — or their interests must be represented by an authorised representative holding a notarially certified power of attorney. Remote signing without physical presence is not ordinarily permitted.\n\nCan a document that has already been signed be notarised afterwards?\nNo. The notary certifies the act of signing in his or her presence. A document signed prior to the notarial appointment cannot be retrospectively certified — it will need to be re-executed.\n\nHow long does the procedure take?\nWith a complete document package and a pre-agreed draft text, certification is typically completed in a single visit. Exact timing depends on the workload of the office and the complexity of the document.\n\nIs a document certified in Uzbekistan valid abroad?\nFor use in a foreign jurisdiction, the document will generally require an apostille or full legalisation. Please raise this question with the notary when you attend.\n\n---\n\n## Conclusion\n\nNotarial certification of LLC meeting minutes and participant resolutions is not a bureaucratic hurdle — it is an important safeguard for your corporate interests. A properly certified document eliminates disputes about authenticity, accelerates registration of changes with the state authorities, and is accepted by banks and counterparties without additional queries.\n\n*Please note: this article is provided for general information purposes only and does not constitute individual legal or notarial advice. Every situation has its own specific features that must be considered separately.*\n\nIf you need to have LLC meeting minutes or a participant resolution certified in Tashkent, please contact the notarial office of Alisher Botirov in the Yunusabad district. I will help you get the documents right the first time.",
"metaTitle": "LLC Resolutions in Uzbekistan: When Notarisation Is Required",
"metaDescription": "A Tashkent notary explains when LLC meeting minutes and participant resolutions must be notarially certified in Uzbekistan, what to bring, and how to avoid registration rejections."
}
```
Practising private notary of the Yunusabad district of Tashkent. Certifies transactions, powers of attorney, inheritance and family documents under the law of the Republic of Uzbekistan.
If you cannot appear in person at the traffic authority (GAI) to register or deregister a vehicle, a notarially certified power of attorney allows you to authorise a representative to act on your behalf. This article covers the process, required documents, and key considerations for foreign and local vehicle owners alike.
