Changing a director is one of the most common procedures in a company's life cycle. Here I walk through the documents your notary requires, how the notarisation process works, and what to watch out for so you don't lose time on avoidable delays.
1 minA member of a limited liability company (LLC) in Uzbekistan may voluntarily withdraw if the company's charter expressly permits it. The process requires notarially certified documentation and subsequent registration of amendments. This article walks you through the step-by-step procedure, required documents, and answers to the most common questions foreign investors ask.
Replacing a company's director is a legally significant act — it directly affects who has authority to act on the organisation's behalf. In Uzbekistan, a notarially certified resolution on the change of director is a prerequisite for registering the change with the relevant state authority. Without notarised documents, the registration body will simply decline to accept your application. In my practice, I regularly see companies lose days or even weeks because their document package is incomplete — which is why I always advise clients to prepare everything in full before coming in.
Key points to keep in mind:
---
The exact package varies depending on the company's legal form (LLC, JSC, etc.) and its internal charter, but the core list is consistent across most cases.
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.
Changing the authorised capital of a limited liability company in Uzbekistan is a procedure that demands strict compliance with both corporate and notarial formalities. Alisher Botirov, a practising notary in the Yunusabad district of Tashkent, explains what documents are required, what the notary certifies, and where foreign investors most often encounter problems.
| Document | Validity / Currency | What to Check |
|---|---|---|
| Company charter (including all amendments) | Current version | Verify the appointment procedure stipulated by the charter |
| Certificate of state registration / extract from the legal entities register | Up-to-date extract | Details must match the information you are submitting |
| Resolution / minutes on the change of director | Adopted immediately before the visit | Must be signed by all authorised persons |
| Incoming director's passport | Valid | The notary verifies identity and legal capacity |
| Outgoing director's passport or resignation statement | Situation-dependent | Confirm in advance — sometimes required, sometimes not |
---
In practice, the process generally unfolds as follows. Representatives of the company — or an authorised person — attend the appointment together with the incoming director. The notary reviews the submitted documents, checks that the charter and the resolution are consistent with each other, and verifies the identity of the new director. The notary then certifies the signature on the application for the registration authority and, where required, certifies the resolution itself.
One point that foreign investors often overlook: if the incoming director is a foreign national, a notarially certified translation of their passport will be required. Failing to arrange this in advance is one of the most common causes of delay I encounter.
I recommend preparing two sets of all documents — one for the registration authority and one for the company's own archive.
---
---
Can the incoming director sign all documents himself if the outgoing director is no longer available?
This depends on the specific circumstances and the provisions of the charter. In my experience, it is always worth clarifying this before your notary appointment — a document signed by the wrong person will need to be reissued, which costs time.
Do all LLC participants need to be present at the notarisation?
No — a properly executed set of meeting minutes is generally sufficient. However, if your charter prescribes a specific procedure, you must follow it.
How much does notarisation cost when changing a director?
The fee depends on the type of notarial act being performed and is set in accordance with applicable legislation. Please confirm the exact amount with your notary on the day of your visit, as tariffs are subject to periodic revision.
How quickly can the notarisation be completed?
With a complete document package, the notarial act can typically be completed in a single appointment. Delays arise when documents are missing or contain inconsistencies.
Does the company seal need to be replaced when the director changes?
There is no automatic statutory obligation to replace the company seal, but it is a practical question worth considering separately based on your company's specific situation.
---
Changing a director follows a clear sequence of steps, but the details always depend on the individual company — its legal form, its charter, and the circumstances of the leadership transition. If you want to complete this process without delays or rework, I invite you to book a consultation at my notary office in the Yunusabad district of Tashkent. We will help you get the documents right the first time.
---
*This article is for general information purposes only and does not constitute individual notarial advice. The specific procedure and applicable fees are determined on the basis of your company's documents and the legislation in force at the time of your application.*
| Application to the registration authority |
| Completed on the prescribed form |
| The signature on the application is typically certified by a notary |
