Law
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.
1 minWhen registering a limited liability company (LLC) in Uzbekistan, a notary certifies the founders' signatures, authenticates copies of key documents, and formalises powers of attorney. In this article, I walk you through exactly which notarial acts are required and how to prepare for them efficiently.
Authorised capital is the minimum asset base of a limited liability company (LLC) recorded in its founding documents. Its size determines the minimum guarantee fund available to creditors and governs the ownership stakes of each participant (shareholder). Any increase or decrease in authorised capital is a formal corporate decision that must be accompanied by notarial acts — including certification of resolutions, signatures, and, in certain cases, the fact that a general meeting was properly convened and held.
In my day-to-day practice I regularly see companies underestimate this stage, only to have their applications for registration of amendments rejected specifically because of deficiencies in the notarial paperwork.
Key points for foreign investors:
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The authorised capital of an Uzbek LLC may be increased by:
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.
A notarized family support agreement is a legally binding document that formalizes financial obligations toward relatives who are no longer able to support themselves. In this article, a practising notary in the Yunusabad district of Tashkent explains who needs this document, how to draft it, and what to bring to your appointment.
In every case the general meeting of participants must pass a corresponding resolution. The minutes of that meeting (or the sole participant's written decision) must be certified by a notary. This requirement exists to protect participants against the falsification of corporate decisions — a safeguard that international investors will recognise as analogous to notarial authentication requirements in many civil-law jurisdictions.
I recommend preparing a draft of the minutes in advance and agreeing the wording with your notary before the meeting takes place. This saves time and eliminates avoidable technical errors.
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An LLC is legally obliged to reduce its authorised capital if, at the end of a financial year, the value of its net assets falls below the registered capital figure. Voluntary reductions are also permitted — for example, upon the withdrawal of a participant or as part of a business restructuring.
Important: Uzbek law sets a minimum permissible level of authorised capital for LLCs. Reducing capital below that threshold is not allowed. The exact minimum figure is subject to revision, so please verify it with your notary before proceeding.
When capital is being reduced, the notary certifies:
A critical practical risk to flag for investors: creditors of the company are entitled, upon a capital reduction, to demand early repayment of outstanding obligations or additional security. This potential liability should be assessed carefully before any resolution is passed.
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| Stage | Documents Required | Key Points to Watch |
|---|---|---|
| Preparing the resolution | Draft minutes / sole participant's decision | Precise statement of the new capital figure and revised ownership stakes |
| Notarial certification | Company charter, incorporation agreement (if any), passports of all participants, draft minutes/decision | Authority of signatories; consistency of stakes with the current charter |
| State registration of amendments | Application to the registration authority, notarially certified documents, proof of duty payment | Compliance with statutory deadlines for filing after the resolution is adopted |
| Creditor notification (reduction only) | Publication or written notice to creditors | Form and deadline for notification are prescribed by law |
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If a participant's interests are being represented by a third party, a notarially certified power of attorney is mandatory.
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Is notarial certification of the meeting minutes mandatory?
Yes. A resolution to change the authorised capital of an LLC must be notarially certified. Without this, the registration authority is entitled to refuse to register the charter amendment.
Can capital be increased by contributing non-cash assets rather than money?
Yes, non-monetary contributions are permitted under Uzbek law; however, such assets must be independently valued. The notary will check that a proper valuation report is in place before certifying the resolution.
How long does the whole process take?
The total timeline combines the time needed for notarial certification and the statutory period for state registration. Please confirm current processing times with your notary and with the registration authority on the day you apply, as these can change.
Does the tax authority need to be notified separately?
State registration of a charter amendment automatically updates the information held in the unified register, so a separate notification to the tax authority is generally not required. That said, I recommend confirming this in the context of your specific situation.
Can capital be reduced if the company has outstanding debts?
It is possible, but creditors have the right to demand guarantees or accelerated repayment of obligations. I strongly recommend consulting both a notary and a qualified lawyer before passing any such resolution.
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Changing the authorised capital of an LLC is a legally significant procedure in which the notary serves as a guarantor of the authenticity of corporate decisions and the protection of all participants' interests. Thorough document preparation and strict adherence to the prescribed process allow registration to proceed without delays or legal risk.
*Please note: this article is provided for general information purposes only and does not constitute individual notarial or legal advice. Every situation has its own specific features that must be considered individually.*
If you are planning to increase or reduce the authorised capital of your LLC in Uzbekistan, you are welcome to contact my notarial office in the Yunusabad district of Tashkent — I will be glad to help you work through the details and ensure that all necessary documents are properly executed.