Notarising Commercial Contracts Between Legal Entities: When It Is Required

Does a Contract Between Companies Need to Be Notarised?

The short answer: it depends on the type of transaction. Uzbek civil law specifies categories of agreements for which notarisation is a condition of legal validity — not a formality, but a threshold requirement. If the required form is not observed, the contract is null and void from the outset, regardless of whether both parties have signed and affixed their corporate seals. For all other agreements, companies may approach a notary voluntarily — and in my practice, I regularly see that this is a sound decision, particularly for high-value or long-term commercial arrangements.

Key points at a glance:

• Certain transactions must be notarised by law; without it, the contract has no legal force.
• Parties may also agree between themselves to require notarisation even where the law does not mandate it.
• A notary verifies the legal capacity of each entity, the authority of the signatory, and the lawfulness of the contract terms.
• A notarised contract is substantially harder to challenge in court.

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When Notarisation Is Mandatory

Uzbek civil legislation expressly requires notarial form for a number of transaction types. Those most commonly encountered in commercial practice include:

• Mortgage agreements (pledge of immovable property) — notarisation and subsequent state registration are both compulsory.
• Annuity and lifetime maintenance agreements — regardless of whether the parties are individuals or legal entities.
• Assignment of claims and assumption of debt arising from a previously notarised transaction — the derivative agreement must follow the same form as the original.
• Certain corporate transactions — in particular, those involving the transfer of participation interests in limited liability companies (LLCs).

If you are uncertain whether your particular contract falls into a mandatory category, consult a notary before signing — not after.

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Voluntary Notarisation: When It Makes Commercial Sense

Even where the law imposes no requirement, companies frequently ask me to notarise lease agreements, supply contracts, service agreements, construction contracts, and other commercial arrangements. The reasons are straightforward:

• Authority verification. The notary confirms the identity of each signatory, reviews the constitutional documents of the entity, and establishes that the representative is genuinely authorised to bind the company. This protects both sides against the risk of a contract signed by someone lacking the necessary authority.
• Evidential weight. A notarised document carries an elevated status as evidence: the fact of its execution and its contents are extremely difficult to contest before a court.
• Enforcement endorsement. For certain monetary obligations, a notary may issue an enforcement inscription (*ispolnitelnaya nadpis*), enabling debt recovery without the need for full court proceedings — a significant practical advantage.
• Due diligence standard. Foreign partners and financing banks routinely require notarised copies of contracts, or the notarised originals themselves, as part of their standard due diligence and compliance procedures.

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What a Notary Examines When Certifying a Commercial Contract

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Documents to Bring

I recommend preparing the following package in advance for each party to the transaction:

• Certificate of state registration of the legal entity
• Current extract from the Unified State Register of Legal Entities
• Articles of association (current version)
• Resolution or minutes of the competent corporate body approving the transaction — where required
• Power of attorney for the representative — if the signatory is not the director
• Passport of the representative
• Draft contract in electronic or hard-copy form

The exact list will vary depending on the nature of the transaction — please confirm the full requirements when booking your appointment.

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Frequently Asked Questions

Can a contract be notarised if one of the parties is a foreign company?

Yes, but the foreign entity's constitutional documents must be accompanied by an apostilled translation. I recommend confirming the complete list of required documents with the notary in advance, as requirements may vary by jurisdiction of incorporation.

How much does notarisation of a commercial contract cost?

The notarial fee depends on the transaction value, the type of contract, and other factors. Please confirm the applicable tariff with the notary at the time of your appointment, as fee schedules are subject to periodic revision.

Must both parties be present?

As a general rule, yes. If a party is unable to attend in person, representation through a duly executed power of attorney is permissible.

What happens if a contract requiring notarisation is not notarised?

The contract is deemed void ab initio — from the moment of its purported conclusion. Neither party will be able to rely on it in court to enforce their rights.

How long does the procedure take?

With a complete set of documents and a pre-agreed draft contract, the notarisation is typically completed in a single visit. If documents are incomplete or the draft requires revision, additional time will be needed.

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Schedule a Consultation

If you are preparing to enter into a commercial agreement and want to ensure it is properly structured and protects your company's interests, I invite you to book an appointment at the notarial office of Alisher Botirov in the Yunusabad district of Tashkent. I will help you determine the appropriate form for your transaction, review your documents, and certify the contract in accordance with current Uzbek legislation.

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*This article is provided for general informational purposes only and does not constitute legal or notarial advice. Every situation has its own particulars — please consult a notary for guidance specific to your circumstances.*