Changing the Director and Legal Address of an LLC in Uzbekistan in 2026: Deadlines, Documents and Fees

As of November 2026, changes to a limited liability company (LLC, "MChJ") in Uzbekistan are made under the Regulation on State Registration of Business Entities (Cabinet of Ministers Resolution No. 66 of 09.02.2017) and the new Law on LLCs No. ZRU-1137, in force since 22.07.2026. A change of director is made by a separate application under Chapter 5¹ of the Regulation, a change of postal address by notifying the registering authority, and changes to the charter, the list of participants and shareholdings require re-registration. The filing deadline is 30 days from approval of a charter change or from a share transaction, and 10 days from a change of postal address; there is no deadline for changing the director, who can be replaced "at any time". The state fee for re-registration is 1 BRV, i.e. UZS 440,000 at a BRV of UZS 440,000 (from 01.09.2026), or 90% (UZS 396,000) when filed through my.gov.uz; a 1% commission is withheld on electronic payment. Review takes up to 30 minutes, or up to 16 working hours for a capital increase or share transfer (2 hours on the expedited track for another UZS 440,000).

In brief

• Three routes. Director: a separate application (Chapter 5¹ of the Regulation); postal address: notification (para. 21); the charter (name, business purpose, charter capital), participants and shares by re-registration with a state fee.
• Filing deadlines. Address: 10 days from the change. Charter: 30 days from approval. Shares: 30 days from the transaction. Reorganisation: 30 days. Director: no deadline (para. 39²).
• Capital increase by contributions. The documents must be filed no later than one month after the meeting approves the charter changes (Art. 19, Law ZRU-1137); otherwise the increase is deemed not to have taken place.
• Money. State fee UZS 440,000 (UZS 396,000 via my.gov.uz), 1% commission on electronic payment, expedited review another UZS 440,000; we found no fee rate for a director change in the State Fee Law.
• The general meeting decides (Arts. 31 and 35, Law ZRU-1137): electing the director and amending the charter, including the address, take a majority of all participants' votes; increasing charter capital takes at least two thirds (Art. 17); the charter may require more.
• Fine for missing the address deadline: 10 to 15 BRV for officials, i.e. UZS 4,400,000–6,600,000 (Code of Administrative Offences, Art. 176²).

What changed in 2026 and what did not

The 2001 LLC law ceased to have effect on 22.07.2026 (Art. 68 of Law ZRU-1137); the new law itself does not oblige companies to re-register. What changed in charters and shareholder agreements is covered in New LLC Law 2026: what to change in the charter and shareholder agreement; this article covers only the procedure. A share passes to the buyer not on signing the agreement but when the entry is made in the Unified State Register of Business Entities (Art. 21). Charter amendments take effect against third parties on state registration (Art. 14). Since 2026 the Regulation has had a separate chapter on changing the head of the company (Cabinet Resolution No. 204 of 27.04.2026).

What needs re-registration and what needs only notification

Changes on the list in Annex 7 must be re-registered (para. 21). The Regulation expressly places a change of postal address under the notification procedure where there is no tax debt above 300 BRV (para. 21, second paragraph). A change of head is not on the Annex 7 list: it has its own application procedure (Chapter 5¹).

The Regulation does not say whether the days are calendar or working days, so file with a margin.

Filing procedure under Resolution No. 66

Re-registration is handled by the Public Service Centres (para. 2); you can file online through the Unified Portal from the business entity's personal account (paras. 4, 7) or in person.

• Select the "business registration" service and complete the request using the application forms (Annexes 8 and 9).
• Attach electronic documents (para. 13): the decision of the competent body, the charter in its new version in the state language, and, where relevant, documents on contributions or the share transfer (para. 21).
• Pay the state fee at the rate the system determines (para. 14); non-payment or partial payment is a ground for refusal (para. 40).
• The system checks the data against its databases and either makes the register entry or issues a refusal (para. 16).

Charter changes are made by adopting the charter in a new version as a whole (para. 21); no company seal is needed for this (para. 20).

Who decides, and by what majority, under Law ZRU-1137

The exclusive competence of the general meeting of participants includes changing the amount of charter capital, amending the constitutive documents, forming executive bodies and terminating their powers early, and deciding on reorganisation and liquidation (Art. 31, part 2).

The voting threshold depends on the question. We checked the paragraph count against the official Uzbek text: in Art. 31(2) the introductory sentence is the first paragraph (the law counts paragraphs the same way in its own Art. 19).

The charter may raise any threshold and name other matters decided by two thirds (Art. 35), so check it before the meeting. Votes are counted from the total votes of participants, not from those present (Art. 35). A sole participant decides alone, in writing (Art. 38).

Participants must be notified at least 30 days before the meeting, and additional items may be proposed 15 days before (Art. 34); the minutes are signed within three days after the meeting and an extract sent to participants within five working days (Art. 36). If the convening procedure is breached, the meeting is quorate only if all participants attend (Art. 34). Written (absentee) voting on the matters in Art. 31(2) is allowed only if the charter permits it (Art. 37).

Changing the director

The director must be an individual with full legal capacity and need not be a participant; the general meeting elects him or her for the term set in the charter. The contract with the director is signed on behalf of the company by the person who chaired the meeting or by an authorised participant (Art. 42).

Steps.

• Hold a meeting or, in a single-participant company, draw up a written decision (Art. 38). The decision should terminate the previous director's powers, elect the new director, state the term and name the person who signs the contract.
• File the application under Annex 14 at a Public Service Centre or online. It states the personal identification numbers (PINFL) and passport or ID-card details of the previous and new heads and the new head's phone number.
• Attach the participants' decision and the order on the start of the new head's employment (para. 39²). The application is reviewed in 10 minutes; if the decision conforms to the charter, the data change in the Central Database of Legal Entities in real time (paras. 39³–39⁴).
• Enter the new director's employment record in the Unified National Labour System: the register entry does not release the company from this (para. 39⁴).

There is no filing deadline ("at any time", para. 39²). But while the register still shows the previous director, third parties continue to see the old head, so do not delay.

From 01.07.2026, para. 40 (as amended by Resolution No. 40 of 30.01.2026) lists grounds for refusing registration and re-registration that concern the head of the management body: inclusion in the list of persons linked to terrorism or the proliferation of weapons of mass destruction, lack of or limited legal capacity, a court ban on business activity, serving a prison sentence, and less than three years since a business he or she founded or ran was liquidated in insolvency (unless the written-off tax debt has been paid). The system detects these itself (para. 40¹). The Regulation does not say expressly whether they apply to a Chapter 5¹ application.

Notarisation of the decision or signatures is not among the Chapter 5¹ documents: you attach the participants' decision and the order, and the electronic application is completed by a Public Service Centre officer or by the applicant in the system (para. 39²).

Changing the legal (postal) address

The postal address is part of the charter (Art. 14, ZRU-1137), but a change is entered by notifying the registering authority within 10 days of the change (Annex 7, item 5; para. 21, 2nd paragraph). Against third parties the new address takes effect from the notification, not from the date of your decision (Art. 14).

The Regulation has two tax-debt thresholds, and they do different jobs.

• 300 BRV (UZS 132,000,000): condition for the notification route. Para. 21 (2nd paragraph) and Annex 7, item 5 allow notification where there is no tax debt above 300 BRV.
• 50 BRV (UZS 22,000,000): ground for refusal. From 11.05.2026, para. 40 (7th paragraph, as amended by Resolution No. 709 of 07.11.2025) makes the following grounds for refusing re-registration linked to a change of a legal entity's address (and to mergers, accessions and divisions): tax debt above 50 BRV, incomplete reporting of turnover or imports in tax returns, an ongoing tax-control measure, and tax returns not filed on time.
• What this means. The refusal rule is stricter and later, so in practice aim for debt of no more than 50 BRV, all returns filed and no ongoing tax audit. A separate ground for refusal is that the charter address is missing from the tax and cadastral databases (para. 40).
• Failure to submit information to the competent state bodies within ten days, or submitting false information, about a change of postal address, bank details or re-registration is punishable by a fine of 10 to 15 BRV for officials (Code of Administrative Offences, Art. 176²): UZS 4,400,000–6,600,000.

Participants and shares

A share may be sold to other participants without their consent unless the charter says otherwise, and to a third party unless the charter prohibits it. Participants, and then the company, have a pre-emptive right: the seller notifies them in writing of price and terms, and if the right is not used within a month, the share may be sold to a third party on the same terms. The deal is made in simple written form unless the charter requires notarisation; breach of the form or of the registration procedure makes it invalid (Art. 21).

On a share transfer you attach the contract or other document of transfer (inheritance, court decision, etc.). The system sends a notice to the participants' e-mail addresses given in the request, and each participant confirms consent through the Unified Identification System or Face-ID (para. 21). Lack of a participant's consent is a ground for refusal (para. 40). The filing deadline is 30 days from the transaction (Annex 7, item 7); expedited review costs 1 BRV extra (para. 23).

Name and lines of business

The name and the business purpose are part of the charter (Art. 14), so changing them is a charter amendment: the general meeting decides (Art. 31) and the deadline is 30 days from approval (Annex 7, item 6). The name is chosen in Latin script and the system checks it for identity with existing names (para. 11); breach of the law on trade names is a ground for refusal (para. 40). A decision on the main lines of business needs two thirds of the votes (Art. 35); licences for particular activities are outside this procedure.

Charter capital: increase and decrease

Increase. Possible only after the existing capital is fully paid (Art. 17). Sources are property and retained profit (on last year's accounts confirmed by an external audit opinion, Art. 18), contributions of participants and, unless the charter prohibits it, of third parties (Art. 17).

For an increase by contributions (Art. 19), the meeting fixes the total value of contributions, each participant's contribution and the payment deadline, and no later than one month after that deadline approves the results and the charter amendments. The registration documents and proof of full payment are filed no later than one month after that approval; the amendments take effect from state registration. If the deadlines are missed, the increase is deemed not to have taken place, and the company returns the money within ten days and pays interest for late return.

You attach proof of full payment (bank certificate, customs document, acceptance certificate) and, for non-cash contributions worth more than 10,000 BRV (UZS 4,400,000,000), a valuer's report (para. 21).

Decrease is a right of the company and, in two cases, an obligation: the capital is unpaid one year after state registration, or after the second and later financial years net assets are below the capital (Art. 20). Creditors may, within 30 days after learning of the decrease, demand in writing early performance and compensation of losses (Art. 20).

What it costs

The fee for state registration and re-registration of legal entities is set by item 7(b) of the annex to the State Fee Law No. ZRU-600: 1 BRV (UZS 440,000 at a BRV of UZS 440,000); the rate is the same for enterprises with foreign investment. When filing through the Unified Portal the fee is 90% (Art. 22¹ of ZRU-600), i.e. UZS 396,000. When paying through electronic payment systems, a 1% commission is withheld (para. 5 of the Regulation): on a UZS 396,000 fee that is about UZS 3,960. Expedited review on a capital increase or share transfer costs 1 BRV more, UZS 440,000; if the expedited review does not happen, the payment is refunded (para. 23).

The annex to the State Fee Law has no rate for changing information about the head, and Chapter 5¹ mentions no payment. Rates and deadlines are in the reference pages (Russian only): state fees, deadline calendar. Amounts are given under the rules in force in November 2026 and may change for 2027.

What to tell the bank, tax office and counterparties

• Tax office and labour system. The system passes on the address (para. 6) and director (para. 39⁴) data; check the taxpayer's account, and enter the director's employment record in the Unified National Labour System separately (para. 39⁴).
• Bank. The bank sets its own procedure for changing authorised signatories; Resolution No. 66 does not regulate it, so ask for the list of documents in advance.
• Counterparties and landlord. Notify them of the new director and address, with a contract addendum where needed.

Typical mistakes

• A decision taken without regard to the charter: it must conform to the constitutive documents (para. 39³), and for a capital change, share transfer or reorganisation a decision by an unauthorised body is a ground for refusal (para. 40).
• Absentee voting on the director or charter where the charter does not allow it (Art. 37).
• Missing the 10 days for the address: a fine of 10–15 BRV for officials (Code of Administrative Offences, Art. 176²); debt above 50 BRV or unfiled returns lead to refusal (para. 40).
• A share deal that was not registered. The right to the share passes only when the register entry is made; breach of the procedure makes the deal invalid (Art. 21).
• Pre-emptive right ignored: if it is breached, a participant has three months to ask a court to transfer the buyer's rights to him or her (Art. 21).
• The labour system forgotten. The register entry on the new director does not replace the employment record (para. 39⁴).

How Pactum helps

• We review the charter and choose the route: which changes go by notification, which by re-registration, and what vote is needed.
• We prepare the minutes or sole participant's decision, the charter in its new version in the state language, the application and the document package; we file through the Unified Portal and follow the request.
• Before filing we check tax debts and returns, and we draft notices to the bank and counterparties and a list of records to enter (labour system, contracts).

Our "registration of an LLC / branch / joint venture" service starts from UZS 1,500,000; the price of registration changes in your case is given after we review the charter, and the state fee is paid separately. The decision is taken by the registering authority and we do not promise a result. More on the page company formation and support in Uzbekistan 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: Tashkent, Afrosiyob St. 21.

Frequently asked questions

How long do we have to change the director of an LLC?

There is no deadline: para. 39² of the Regulation (Resolution No. 66) lets a legal entity apply to change information about its head "at any time". The application is reviewed in 10 minutes (para. 39³), but the employment record in the labour system must be entered separately (para. 39⁴).

How much does re-registration of an LLC cost in 2026?

UZS 440,000 (1 BRV), or UZS 396,000 via the Unified Portal, plus a 1% commission on electronic payment (Art. 22¹ of ZRU-600; para. 5 of the Regulation). Expedited review on a capital increase or share transfer costs another UZS 440,000 (para. 23).

Within what period must a change of legal address be notified?

Within 10 days of the change (Annex 7, item 5 to the Regulation), if there is no tax debt above 300 BRV. With debt above 50 BRV, unfiled tax returns or an ongoing tax-control measure, re-registration will be refused (para. 40). The fine for failing to submit the information in time is 10 to 15 BRV for officials (Code of Administrative Offences, Art. 176²), i.e. UZS 4,400,000–6,600,000.

What majority is needed to appoint an LLC director?

A majority of the total votes of participants, unless the charter requires more (Art. 31(2), para. 5 and Art. 35 of ZRU-1137, official Uzbek text). The same threshold applies to charter amendments, including the address; a charter capital increase needs at least two thirds (Art. 17).

Is a notary needed to change the director or sell a share?

No. Chapter 5¹ does not list a notary among the documents. A share deal is made in simple written form unless the charter requires notarisation (Art. 21).

What happens if changes are not filed on time?

For an address change, the fine is 10–15 BRV for officials (Code of Administrative Offences, Art. 176²). The same article mentions failing to report re-registration within ten days, but the text does not show that it covers missing the 30 days for shares and the charter, and we found no separate penalty for that. Meanwhile, until the register entry is made the right to the share does not pass (Art. 21) and charter amendments do not bind third parties (Art. 14).

Sources

• Regulation on State Registration of Business Entities (Resolution No. 66 of 09.02.2017, edition of 21.07.2026), Russian text
• Regulation (Resolution No. 66), official Uzbek text
• Law on Limited Liability Companies No. ZRU-1137 of 21.04.2026 (Russian unofficial translation)
• Law ZRU-1137 in Uzbek (official text)
• State Fee Law No. ZRU-600, annex item 7, Art. 22¹
• Code of Administrative Offences, Art. 176²
• Presidential Decree No. UP-115 of 23.06.2026 — BRV UZS 440,000