Notarising a Pre-emption Offer When Selling an LLC Share: Why You Need a Notary
Before selling your share in a limited liability company (LLC) to an outside buyer, Uzbek law requires you to first offer it to your fellow participants through a notarised offer letter. I walk through how the procedure works, what documents you will need, and the pitfalls to watch out for.
What Is a Notarised Offer Letter When Selling an LLC Share?
If you have decided to sell your share in a limited liability company (LLC) to a third party, the law requires you to first offer that share to the existing participants of the company — and only if they decline or remain silent within the prescribed period may you proceed with an outside buyer. This formal offer is commonly referred to as a pre-emption notice or right-of-first-refusal offer, and it must be notarised. Without this step, the subsequent share-sale transaction is legally vulnerable and may be challenged or declared void.
Key points:
- A notarised offer letter is a mandatory step that protects the pre-emption rights of LLC participants.
- The offer is delivered through the company itself or directly to each participant, depending on the charter (articles of association).
- Participants have the right to exercise their pre-emption right within the period established by law or the charter.
- The notary certifies not only the document itself but also that the delivery procedure has been properly followed.
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Pre-emption Rights: Why They Matter
The right of pre-emption (right of first refusal) is one of the fundamental protective mechanisms in corporate law. It allows existing participants to control who joins the company and to prevent unwanted third parties from acquiring a stake. In my practice, I regularly encounter situations where the seller and the prospective buyer have already agreed on a price and terms, but overlooked the pre-emption notice — only for the transaction to be challenged in court later.
The offer must set out the same material terms on which the share will be sold to the third party: the price, payment terms, and any other significant conditions. You cannot offer the share to fellow participants on deliberately unfavourable terms simply to tick a procedural box.
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General Procedure for Notarising the Offer
| Step | What Happens | Points to Watch |
|---|---|---|
| Document preparation | The participant gathers title documents for the share and drafts the offer letter | The terms in the offer must mirror the terms of the intended transaction |
| Attending the notary | The notary reviews the documents and notarises the offer | Check whether the charter requires the company's consent to the transaction |
| Delivery of the offer | The notary or the participant delivers the offer to the company and/or participants | The delivery method specified in the charter must be strictly followed |
| Waiting period | Participants may accept the offer within the prescribed period | The waiting period is determined by law or the charter |
| Closing the transaction | Upon refusal or expiry of the period — the transaction proceeds with the third party | This transaction must also be notarised |
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Documents to Bring to the Notary
- Passport or government-issued ID of the share seller
- Document confirming title to the share (participant register, extract from the legal entities register, or equivalent)
- Current version of the company charter (articles of association)
- Founders' agreement, if applicable
- Details of all participants and their addresses for delivery of the offer
- Draft offer letter stating the price and conditions of sale
I recommend preparing a complete set of documents in advance — this shortens the appointment and avoids the need for additional visits.
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Frequently Asked Questions
Can the notarised offer be skipped if all participants agree to the transaction?
In most cases, no. Even where all participants are in agreement, the law generally requires the established procedure to be followed. Exceptions may exist if the charter expressly provides for an alternative mechanism — please clarify this point during a consultation.
What happens if the offer is sent without notarisation?
Such an offer may be deemed defective, and the subsequent transaction may be challenged by participants or the company itself. Court practice in such cases frequently sides with those whose pre-emption rights were not properly observed.
Can the offer state a price lower than the price at which the share will be sold to the third party?
No. The law requires that the terms of the offer be no less favourable than the terms of the transaction with the third party. If the actual sale price turns out to be lower than the price stated in the offer, participants may seek a court order transferring the buyer's rights to themselves.
How long does the entire procedure take?
Timelines depend on the charter and the applicable legislation. In general terms, after the offer is delivered, a prescribed waiting period must elapse before the third-party transaction can proceed. Please confirm exact timeframes with your notary at the time of your appointment, as they may vary depending on the specific charter and applicable rules.
What are the notarial fees for certifying the offer?
Fees depend on the transaction value and current tariff rates. Please confirm the exact fees with your notary on the day of your appointment, as rates are subject to periodic revision.
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Summary
A notarised pre-emption offer is not a mere formality — it is a genuine legal safeguard for all LLC participants. Skipping this step creates serious legal risks for both seller and buyer. In my experience, a properly executed procedure allows the transaction to close smoothly and without future disputes.
*Please note: this article is provided for general informational purposes only and does not substitute for individual notarial advice tailored to your specific circumstances.*
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If you are preparing to sell an LLC share and want to ensure the procedure is handled correctly, I invite you to contact my notarial office in the Yunusabad district of Tashkent. I will help you prepare the offer letter, review your documents, and ensure full compliance with all legal requirements.
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.
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