Law
A 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.
If a member wishes to exit a limited liability company (LLC), they may do so voluntarily — provided the company's charter explicitly allows withdrawal. The cornerstone of this process is a notarially certified withdrawal statement; without it, the company is simply not obligated to act on the request. In my practice, I regularly see members arrive with an ordinary letter or an uncertified declaration, only to be turned away — a mistake that can delay the entire process by weeks.
Key points to understand:
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Step 1. Review the Charter. Verify that your LLC's charter contains a provision permitting member withdrawal. If no such provision exists, exit is only possible by selling or transferring the participation interest to other members or third parties.
Step 2. Notarial Certification of the Withdrawal Statement. The member appears before a notary in person, signs the withdrawal statement, and has their signature certified. The notary verifies the applicant's identity, authority, and legal capacity.
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.
Step 3. Delivery of the Statement to the Company. The certified statement is delivered to the LLC's executive body (director). From the moment the company receives it, the member is considered to have withdrawn and their participation interest transfers to the company.
Step 4. Registration of Amendments. The company is obligated to amend its constitutional documents and register those amendments with the relevant justice authority. I strongly recommend preparing all registration documents in advance to avoid missing statutory deadlines.
Step 5. Settlement with the Departing Member. The company pays the departing member the fair value of their participation interest, calculated on the basis of the company's financial statements for the period preceding the withdrawal. Payment may be made in cash or, with the member's consent, in kind (property).
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| Stage | Documents Required | Key Considerations |
|---|---|---|
| Notarial withdrawal statement | Member's passport, LLC charter, extract from the legal entities register (if available) | Charter must permit withdrawal; notary will verify authority |
| Delivery to the LLC | Notarially certified withdrawal statement | Record the date and method of delivery (acknowledgement of receipt or registered mail) |
| Registration of amendments | Application to the justice authority, company resolution, charter amendments or registry update | Confirm registration timelines with the registering authority |
| Payment of participation interest value | Financial statements, valuation report (if required) | Timeframe and procedure are governed by law and the charter; independent valuation is available in disputed cases |
> Notarial fees and state duties: Please verify the current notarial tariff and state registration fee directly with your notary and the registering authority at the time of your application, as rates are subject to periodic revision.
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Can the sole member withdraw from an LLC?
No. Uzbek law does not permit the sole member of a company to withdraw — in this scenario, the only available options are liquidation of the company or a change of membership through a sale of the participation interest.
When exactly does a member cease to be part of the LLC?
From the moment the company receives the notarially certified withdrawal statement. The subsequent registration of amendments in the state register merely records an event that has already taken legal effect.
What is the "fair value of the participation interest" and how is it calculated?
It represents the portion of the company's net assets proportional to the departing member's share, calculated on the basis of the balance sheet. In disputed cases, either party may engage an independent valuer.
Is notarial certification of the withdrawal statement mandatory?
Yes, without exception. A statement that has not been notarially certified produces no legal consequences for the company.
What recourse is available if the company delays payment?
The departing member may file a court claim for recovery of the participation interest value together with statutory interest for the unlawful use of funds. I always advise clients to document all communications with the company in writing.
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Withdrawing from an LLC in Uzbekistan is a legally significant act that demands strict procedural compliance. An error at any stage can give rise to disputes over the effective date of withdrawal, the size of the participation interest, or the right to receive payment. Whether you are planning to exit a company or have received a withdrawal statement from one of your fellow members, I invite you to consult with me at my notarial office in the Yunusabad district of Tashkent. We will analyse your specific situation, prepare all necessary documentation, and certify the withdrawal statement in full accordance with applicable law.
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*This article is provided for general informational purposes only and does not constitute individual notarial or legal advice. The specific conditions, fees, and timelines applicable to your case depend on the circumstances and the legislation in force at the time of your application.*
