Notarising a Sole Shareholder Resolution for an LLC in Uzbekistan: Why It Matters and How It Works
As the sole shareholder of an LLC registered in Uzbekistan, certain key corporate decisions you make may require notarial certification. Here I explain when notarisation is mandatory, what documents to bring, and what to watch out for.
Why Notarise a Sole Shareholder Resolution?
A sole shareholder resolution is the formal instrument through which the owner of a limited liability company (LLC) records significant management decisions — appointing or replacing the director, amending the charter (articles of association), increasing or decreasing the authorised capital, restructuring the company, and other material matters. In my day-to-day practice I regularly see business owners underestimate how important it is to execute these documents correctly — and then face rejection from banks, tax authorities, or company registry offices as a result.
Notarial certification confirms that the document was signed by you personally, of your own free will and sound mind, and in compliance with the laws of Uzbekistan. This protects both the sole shareholder and any third parties dealing with the company.
Key points for foreign investors:
- Notarial certification of a sole shareholder resolution is required whenever the law or the company's charter expressly provides for it.
- Banks, government authorities, and counterparties are entitled to insist on a notarially certified document.
- The notary verifies the applicant's identity, authority, and whether the resolution conforms to the charter and applicable law.
- Notarial fees are revised periodically — always confirm the current tariff with the notary on the day of your appointment.
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When Is a Notary Required?
Not every sole shareholder resolution needs to be notarised. However, there are situations where notarisation is unavoidable:
- Appointing or replacing the director (CEO) — most banks and registration authorities will only accept a notarially certified document.
- Amending the charter — especially where the amendments must be registered with the state.
- Changes to the authorised capital — increases, decreases, or redistribution of participation interests.
- Reorganisation or liquidation of the company.
- Major transactions, where the charter requires it.
I always recommend checking with the receiving authority (bank, tax office, or company registry) in advance to confirm which form they accept — notarially certified or a simple written resolution bearing your signature. It will save you time.
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Step-by-Step: How the Certification Process Works
| Stage | What happens | What to watch out for |
|---|---|---|
| Document preparation | The shareholder assembles the required package | Verify that your charter is current and the registry records are up to date |
| Visit to the notary | The notary checks your identity and reviews the documents | You must attend in person; a power of attorney is generally not accepted for this act |
| Review of the resolution | The notary examines the text for compliance with the charter and the law | Prepare the draft resolution in advance or agree the wording with the notary beforehand |
| Certification | The notary affixes the notarial certificate | Request as many originals as you need |
| Payment | The notarial fee (state duty) is paid | Confirm the current tariff on the day of your visit |
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Documents to Bring
For notarisation of a sole shareholder resolution you will typically need:
- Passport (or other government-issued identity document) of the shareholder
- Charter of the LLC (current, in-force version)
- Certificate of state registration of the company, or an up-to-date extract from the legal entities register
- Draft resolution, prepared in advance (it is advisable to agree the wording with the notary before your visit)
- Documents confirming the shareholder's authority, if the charter contains special conditions
Depending on the content of the resolution, the notary may request additional documents — clarify this when booking your appointment.
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Frequently Asked Questions
Does every sole shareholder resolution need to be notarised?
No. Notarisation is required only in cases prescribed by law, by the company's charter, or at the request of the receiving authority. Routine day-to-day operational matters are generally dealt with without a notary.
Can the notary help draft the resolution text?
Yes — I and my colleagues regularly assist clients in formulating the wording correctly so that it aligns with the charter and does not raise questions from counterparties or government bodies.
How many certified copies do I need?
This depends on your requirements. One or two copies is typical. Check in advance how many the receiving authority will require.
Can the resolution be notarised through a representative acting under a power of attorney?
A sole shareholder resolution is by its very nature a personal act of the owner. Personal attendance is generally required. Please discuss your specific circumstances with the notary.
How long is a notarially certified resolution valid?
There is no universal statutory validity period. However, some organisations — banks and government bodies in particular — only accept documents issued within a certain timeframe. Always check the requirements of the receiving party.
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> Disclaimer. This article is for general information purposes only and does not constitute individual notarial or legal advice. Every situation has its own specifics that must be assessed individually.
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Consult a Notary in the Yunusabad District of Tashkent
If you need to have a sole shareholder resolution notarised, or would like to discuss the procedure before your appointment, please contact my notarial office in the Yunusabad district of Tashkent. I will help you navigate your particular situation, review your documents, and ensure that the resolution is certified with full legal validity.
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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