Increasing and Decreasing the Authorised Capital of an LLC in Uzbekistan: Notarial Requirements

What Is Authorised Capital, and Why Does a Notary Get Involved?

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:

• Any change to authorised capital requires an amendment to the company charter and subsequent state registration.
• The resolution of the participants (or of the sole participant) must be notarially certified.
• The notary verifies the authority of the persons signing the documents and checks that the procedure complies with applicable Uzbek law.
• Exact notarial fees and state duties change periodically — always confirm the current figures with your notary on the day you apply.

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Increasing Authorised Capital: Methods and Notarial Formalities

The authorised capital of an Uzbek LLC may be increased by:

• Additional contributions from existing participants — each participant contributes an amount proportional to their existing stake, or in any other agreed amount;
• A contribution from a new participant — the incoming party acquires a stake by paying in cash or in kind;
• The company's own assets (retained earnings or additional paid-in capital) — without altering the participants' proportional stakes.

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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Decreasing Authorised Capital: When It Is Required and What the Notary Reviews

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:

• The resolution (minutes) of the general meeting;
• The signatures of authorised persons on applications submitted to the registration authority.

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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Documents and Procedure: Summary Table

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Documents to Bring to the Notary

• Passports of all participants (or their authorised representatives, with a notarially certified power of attorney).
• The current, in-force company charter.
• State registration certificate or an extract from the legal entities register.
• Minutes of the meeting at which the current director was appointed.
• Draft minutes (or decision) regarding the change in authorised capital.
• Documents confirming payment of contributions (for a capital increase).

If a participant's interests are being represented by a third party, a notarially certified power of attorney is mandatory.

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Frequently Asked Questions

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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Conclusion

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.