Uzbekistan New LLC Law 2026 (ZRU-1137): What to Change in the Charter and Corporate Agreement

From 22 July 2026, limited liability companies (LLCs) in Uzbekistan operate under the new Law "On Limited Liability Companies" No. ZRU-1137 of 21 April 2026, and Law No. 310-II of 6 December 2001 has ceased to be in force. Existing LLCs do not have to re-register, and the law sets no deadline for updating charters, but its rules already apply: fiduciary duties of the director and the supervisory board, joint and several liability of a parent company for its binding instructions, a procedure for transactions with affiliated parties, a major-transaction threshold based on net assets, and transfer of a share from the moment it is entered in the state register. As of the publication date — October 2026 — every LLC with several participants, a foreign participant or intra-group contracts should review its charter and its corporate agreement (the Uzbek counterpart of a shareholders' agreement).

Key points

• The law has been replaced in full; no re-registration is needed. ZRU-1137 has applied since 22 July 2026 and the 2001 law has ceased to be in force (Art. 68); Arts. 67–71 require neither re-registration nor a deadline for updating charters.
• Managers are liable under new rules. Art. 44 for the first time lists the fiduciary duties of supervisory board members and executive bodies, and Art. 46 sets liability for breaching them.
• The parent company is liable for its own instructions. New: joint and several liability for transactions of the subsidiary made in execution of binding instructions (Art. 7); subsidiary (secondary) liability for the subsidiary's insolvency caused by the parent's fault existed before.
• Intra-group contracts follow a procedure. Transactions with affiliated parties: 3 working days for review, a decision no later than 15 days, and an appraisal and audit from 10% of net assets (Arts. 57–58).
• A share passes on entry in the register. The right to a share arises on entry in the Unified State Register of Business Entities (EGRSP), not on notice to the company (Art. 21).
• The mandatory-offer period has been halved. A person who acquires 50% or more, having previously held a smaller share (other than the state), must within 15 days, not 30, offer the minority participants the chance to sell him their shares at market value (Art. 21).

Abbreviations: ZRU — Law of the Republic of Uzbekistan; EGRSP — Unified State Register of Business Entities; Civil Code — Civil Code of the Republic of Uzbekistan.

Before and after: what actually changed

The law was passed by the Legislative Chamber on 10 June 2025, approved by the Senate on 4 September 2025 and signed on 21 April 2026. From 25 July 2026, Art. 2 is supplemented by Constitutional Law No. ZRU-1158 "On the Tashkent International Financial Center": different rules apply in territories with a special legal regime. The Russian text on lex.uz is an unofficial translation; check disputed points against the official Uzbek text. The table covers only what changed compared with the 2001 law.

Unchanged: a maximum of 50 participants (Art. 8), payment of contributions no later than a year after state registration (Art. 15), the interested-party thresholds of 20% and 5% (Art. 49), an independent supervisory board member where the state holds more than 50% (Art. 41), and the director's subsidiary liability for breaching the procedure for major and affiliated-party transactions (Art. 46).

Fiduciary duties of the director and the supervisory board

The "honestly and reasonably" standard existed before. What is new is the list in Art. 44 (the charter may extend it): act in the interests of the company and its participants, do not use its property and business opportunities for personal ends, do not run a competing business without consent, keep confidential information and do not accept benefits for decisions. Under Art. 46, managers are jointly and severally liable to the company for losses caused by culpable actions or by breach of these duties; the claim may be brought by the company or by any participant.

How to reduce personal risk:

• Document the reasoning. Calculations and alternatives attached to the minutes are the main argument for "reasonableness".
• Record your position in the minutes. Supervisory board and management board members who voted against or did not vote are not liable (Art. 46); this defence is not available to a sole director.
• Name the consenting body. The law requires the consent of the "relevant governing bodies" but does not name them — specify this in the charter.

A director appointed by the group acts in the interests of the Uzbek LLC and all its participants: carrying out an instruction from head office that is unfavourable to the company can become grounds for a claim for losses by the company or by a minority participant, if the losses and the fault are proven.

Parent company liability for its subsidiary

Subsidiary liability of the parent ("principal") company whose fault made the subsidiary insolvent existed before — in Art. 67 of the Civil Code and Art. 5 of the 2001 law; the Civil Code already allowed participants of the subsidiary to claim compensation for losses from the parent company. New in Art. 7:

• Joint and several liability of the parent company for transactions that the subsidiary entered into in execution of the parent's binding instructions.
• Basis for the right to give instructions: it arises only if provided for by the contract with the subsidiary or by its charter.
• Fault criteria: the parent company knew the consequences and gave the instruction anyway, or used the subsidiary's capabilities in that way.

Check whether the LLC's charter or a management agreement contains "directives" copied from head-office templates: without such a right there is no joint and several liability, and control is built through the powers of the general meeting, the composition of the board and the approval procedure for transactions. But subsidiary liability does not depend on the right to give instructions: it is possible also when the parent company uses the subsidiary's capabilities (Art. 7), as well as under Art. 4 of the law and Art. 67 of the Civil Code.

Another new provision is Art. 48: a majority participant may not use its position to the detriment of the company or the other participants and is liable for losses. For a parent company this is a separate source, in addition to Art. 7, of claims by the company and by a local partner. More — in the article on subsidiary liability of directors and founders.

Major transactions and transactions with affiliated parties

For contracts with participants, the group and management there are three regimes, and they can overlap.

Practical conclusions:

• The major-transaction threshold has probably dropped. Net assets are usually lower than property, and for a loss-making or loan-funded subsidiary, which is typical of foreign start-ups, they can be negative — then almost any transaction outside the ordinary course of business becomes a major one.
• Art. 50 uses two bases. The threshold is based on net assets, the board's powers on property; set a single logic in the charter.
• The board rule in Art. 58 is ambiguous. Under Art. 55 every board member is an affiliate, and read literally the decision would always go to the general meeting. In our assessment, the rule refers to members connected with the counterparty; check against the Uzbek text. If there is no board (it is created under the charter, Art. 30), provide for a decision of the general meeting.
• Consequences of breach. Transactions of all three types can be challenged in court; for a transaction with an affiliated party, a 5% holder may hire an auditor, and the director must hand documents to a participant within three working days (Art. 59).
• An unapproved transaction can be approved later. Under Art. 59 it is not declared invalid if later approval is proven in court. Transactions made before 22 July 2026 are, as a general rule, assessed under the law in force when they were concluded.

Challenging general meeting decisions

A participant who did not vote or voted against may challenge a general meeting decision in court — within two months from the day he learned or should have learned of it, and if he attended the meeting, from the day the decision was taken (Art. 45). Decisions of the board and of the executive bodies can also be challenged, but the article gives no deadline for them.

50/50 deadlock

Under Art. 8, in the event of irreconcilable disagreements and a lack of votes, the conflict is resolved in court or, if the constituent documents provide for it, by mediation or arbitration. Experts in a Spot.uz analysis note that the law does not specify what claim to bring and what powers the court has. Another tool is Art. 16: while a dispute over shares is pending, the court may restrict changes to the charter capital so that a share is not diluted. It is better to write the mechanism in advance:

• Negotiations between the top executives within a fixed period.
• Mediation with a deadline and a procedure for choosing the mediator — in the charter.
• Arbitration with a choice of institution, seat and language; a foreign participant should check where the award will be enforced.
• A buy-out of one party's share at an agreed price formula — in the corporate agreement.

Scenarios are in the article on disputes between founders.

Exit and expulsion of a participant

A participant still leaves without the consent of the others, in the manner provided by law and the constituent documents; only the words "at any time" have disappeared from the text (Art. 9). The actual value of the share is paid within a year unless the charter sets a shorter period (Art. 23). More — in the material on a participant's exit from an LLC.

The grounds for expulsion have become broader: holders of 10% may demand in court the expulsion of a participant who fails to perform duties under the charter or who obstructs the company's activity or significantly hampers it (Art. 9); previously a gross breach was required. So the participants' duties should be set out in the charter precisely. For a participant who has not paid in a contribution and obstructs the company, a separate procedure has appeared: a general meeting decision on application of the executive body and expulsion through the courts, unless the constituent documents provide otherwise (Art. 15).

Example: a German group and a local partner

The example is hypothetical. An LLC in Tashkent: 60% held by a German parent company, 40% by a local partner. The board has three members, two of them members of the parent company's management board. The group wants to give the subsidiary a loan and sign a management services agreement.

• The parent company is an affiliated party (Art. 55) and notifies the company in writing before the transaction (Art. 56).
• The director and internal audit study the transaction for three working days and sign a protocol (Art. 57).
• Two board members sit on the counterparty's governing bodies. In our assessment, this is a case under Art. 58: the decision goes to the general meeting, where the parent company does not vote. In practice, the local partner decides.
• If the loan amount is 10% of net assets or more, a market appraisal and a check of the terms by an external auditor are needed; if it is more than 25%, the major-transaction rules apply to the procedure (Art. 58 part 7, Art. 50).
• The parent company is a majority participant (Art. 48): if the terms are unfavourable to the company, both the company and the local partner may bring a claim for losses.

Conclusion: without rules agreed in advance, the minority participant, in our assessment, gets a de facto veto over the financing of the subsidiary. The criteria for typical intra-group transactions are worth agreeing in the corporate agreement in advance.

Checklist for the charter and corporate agreement: 10 items

• References to the law. Replace No. 310-II with ZRU-1137 and check the article numbers.
• Major transactions. Check the basis of the threshold, whether a higher threshold is needed and how it fits with the board's powers.
• Affiliated parties. Specify who receives the notices, reviews and approves the transaction if there is no board.
• Fiduciary duties. Add duties beyond the law and name the body that gives consents under Art. 44.
• Binding instructions. Decide whether the parent company needs this right: it entails joint and several liability.
• Deadlock. Mediation and/or arbitration go into the constituent documents, the buy-out into the corporate agreement.
• Board and absentee voting. Whether a board is needed; whether matters of exclusive competence can be decided by absentee vote.
• Exit and expulsion. The procedure for exit, the term for paying out the share, and the duties whose non-performance leads to expulsion.
• Transfer of shares. The periods for the pre-emption right (one month by default), for consent to transfer (30 days by default) and for the mandatory offer (Art. 21).
• Contributions and records. The term for paying contributions, expulsion of a participant who has not paid, and whether to use a depository.

Under Art. 12, if the constituent agreement and the charter differ, the charter prevails. What else to fix between partners — in the article on the corporate agreement.

How to update the charter: procedure

The quorum and the majority required to amend the charter are set by Art. 35 and by the charter itself; the cross-references in the Russian translation are ambiguous here, so check the voting threshold against the Uzbek text.

Which provisions of old charters no longer work

There is no direct rule on the fate of provisions of old charters that contradict the law, but under the general principle mandatory rules apply from 22 July 2026 regardless of the charter text. Risk areas:

• "25% of the value of property". It is unclear whether this is a raised threshold under the charter or an outdated wording.
• No procedure for affiliated parties. The transaction may be challenged, and a director with proven fault faces subsidiary liability (Art. 46).
• "Exit at any time". Check whether the charter wording contradicts the new version of the law.
• Outdated references. The charter does not become invalid because of them, but review by a bank or a buyer becomes more difficult.

When a share is sold, the buyer will find unapproved intra-group transactions and ask for a discount or warranties — see the page on selling a company. For the buyer, closing is now an entry in the EGRSP, not the signing of the agreement or notice to the company (Art. 21), and when buying a controlling stake the timetable must include the mandatory offer to the minority participants within 15 days and 30 days for their reply — see the page on buying a company.

What the new law has not resolved

In the assessment of experts in the Spot.uz analysis, the law does not regulate contributions to property without an increase in the charter capital, call and put options on shares, convertible loans, or a clear status for corporate agreements. Such terms are still fixed by combining the charter with a corporate agreement — see the article on buying out a partner's share.

How Pactum helps

• We review the charter, the constituent agreement and the corporate agreement for compliance with ZRU-1137 and prepare a new version of the charter for state registration.
• We set up the approval of major transactions and transactions with affiliated parties: templates of notices and minutes, and an approvals calendar.
• We write the deadlock exit, the procedure for exit and share buy-outs, and the rights of minority participants.
• We support purchases and sales of shares up to entry in the EGRSP and the registration of an LLC with a foreign founder: registration — from UZS 3,500,000; the audit and the new version of the documents — price after we review the task.

You can start with the page on corporate services or company registration, or book a lawyer consultation: 60 minutes, UZS 300,000, credited toward the cost of the service.

FAQ

Do I need to re-register my LLC because of the new law?

No. ZRU-1137 has no such requirement: Art. 70 instructs the Cabinet of Ministers to bring government decisions into line with the law and to ensure the review of departmental acts — it says nothing about re-registering companies or about deadlines for charters.

Is there a deadline to bring the charter into line with ZRU-1137?

No: the final Arts. 67–71 contain no transitional rule for charters. But mandatory rules apply from 22 July 2026 regardless of the charter text, and charter amendments take effect for third parties from state registration (Art. 14).

What happens to an existing corporate agreement?

It continues to apply: a corporate agreement is governed by the Civil Code (Art. 9). Terms that contradict the new mandatory rules will have to be revised and aligned with the charter.

Does the new law apply to joint-stock companies?

ZRU-1137 governs LLCs; joint-stock companies operate under their own law, and it is not among the acts amended by Art. 67. In a group that includes a joint-stock company and an LLC, intra-group procedures are checked under each law separately.

Can the director of an LLC be liable with personal assets?

Yes, if fault is proven. The director and board members are jointly and severally liable to the company for losses from culpable actions or from breach of fiduciary duties, and for breaching the procedure for a major transaction or a transaction with an affiliated party the executive body is liable on a subsidiary basis (Art. 46). In addition, under Art. 4, if the company became insolvent because of unlawful actions of the director, a board member or a participant, subsidiary liability for its debts may be imposed on them where its property is insufficient; several guilty persons are jointly and severally liable.

Must shares now be recorded with the Central Securities Depository?

No. Under Art. 15, the Central Securities Depository may keep records of shares under a contract — at the company's discretion or in cases provided by law. What is new is something else: the right to a share passes from the moment of entry in the EGRSP and is confirmed by an extract (Art. 21), whereas under the 2001 law the buyer's rights arose on written notice to the company (Art. 20).

How can a foreign participant vote without coming to Tashkent?

Through absentee voting: documents are sent by post, electronic or other communications that ensure the authenticity of messages (Art. 37). Matters of exclusive competence are decided this way only if the charter allows it. The supervisory board can also decide by absentee vote (Art. 40).

Sources

• Law "On Limited Liability Companies" No. ZRU-1137 of 21 April 2026, Russian text — lex.uz
• Law No. ZRU-1137, official Uzbek text — lex.uz
• Law No. 310-II of 6 December 2001 "On Limited Liability Companies", repealed on 22 July 2026 — lex.uz
• Resolution of the Oliy Majlis No. 311-II on the procedure for enacting the 2001 law — lex.uz
• Constitutional Law No. ZRU-1158 of 13 July 2026 "On the Tashkent International Financial Center" — lex.uz
• Spot.uz, 27 July 2026: the new LLC law has entered into force — what has changed and what businesses should do

Article references follow the Russian text of the law on lex.uz, which is an unofficial translation of the Uzbek original; wording taken from the acts and from Spot.uz is our own translation. The information is current as of October 2026.