For foreign owners of Uzbek LLCs: a charter that matches the new law, participants' meetings, minutes, changes of director and shareholding, and corporate records your head office can actually use.
What changed for the owner of an Uzbek LLC after 22 July 2026?
Since 22 July 2026 Uzbekistan has a new Law on Limited Liability Companies, No. ZRU-1137 of 21 April 2026; the previous law 310-II of 6 December 2001 ceased to apply. For the first time the new law sets out the powers of a supervisory board in an LLC and how its members are elected, introduces fiduciary duties for supervisory board members and the executive body, regulates related-party transactions and provides mechanisms for resolving corporate conflicts. The number of participants in an LLC still may not exceed fifty. The law does not require an existing company to re-register or to replace its charter — current constitutional documents remain valid, but a charter drafted under the old law simply does not use any of the new possibilities.
These are not abstract risks but the situations that stall transactions and bank operations in a foreign-owned Uzbek company.
The company operates on a document drafted for the 2001 statute: no supervisory board, no procedure for approving related-party transactions, and nothing to fall back on if the participants fall out.
Common mistake: The charter is treated as a registration formality. It starts to matter the moment participants disagree — and by then it is too late to change it.
In an audit, a transaction or a bank compliance review there is nothing to evidence the director's authority or the validity of decisions. A deal can be challenged, or a bank or counterparty can simply refuse to proceed.
Common mistake: A sole participant assumes minutes are unnecessary. Decisions of a sole participant are recorded in writing exactly as decisions of a meeting are.
Until the change is recorded the former director formally retains authority and the new one cannot sign. Bank operations and contract signing stall.
Common mistake: The change is done in pieces: the decision is taken, but the filing is not made, the bank is not notified and powers of attorney are not reissued.
Every audit, transaction and bank compliance check turns into a search through old mailboxes and former employees.
Common mistake: Nobody keeps the corporate file: the documents exist, but in different hands and in different versions.
What is out of date, what can now be structured differently and where the old wording conflicts with the law in force — as specific amendments, not as "we recommend updating".
Charter, resolutions and minutes, orders, list of participants, powers of attorney — in one place and in current versions, ready for a bank or an auditor.
Preparing, convening and documenting the annual and extraordinary meetings of participants, and recording decisions of a sole participant.
Change of director, admission and withdrawal of participants, redistribution of shares, change of address and activities — handled through to the change being recorded.
A procedure for approving major and related-party transactions, so that the decision cannot later be challenged.
An English summary: what happened to the company in the period, which decisions were taken, what was signed and what is coming up.
We collect what exists and reconcile it against the register: charter, resolutions, composition of participants, the director's authority. Discrepancies usually surface at this stage.
What does not match the new law, what is missing and what to fix first — with the consequences spelled out, not a list of remarks.
A new version of the charter, the missing resolutions and minutes, an updated list of participants and reissued powers of attorney.
The annual meeting, current resolutions, changes in the company and keeping the corporate file current.
Every point links to the primary source so you can check it yourself.
Since 22 July 2026 the new Law of the Republic of Uzbekistan on Limited Liability Companies No. ZRU-1137 of 21 April 2026 has been in force; the previous law 310-II of 6 December 2001 ceased to apply.
Law No. ZRU-1137 of 21.04.2026, lex.uzThe number of participants in a limited liability company may not exceed fifty; if it does, the company must convert into a joint-stock company or a production cooperative within one year, failing which it is subject to liquidation by court order (article 8).
Law No. ZRU-1137, article 8, lex.uzThe annual general meeting of participants is held within the period determined by the company's charter (article 32).
Law No. ZRU-1137, article 32, lex.uzThe new law sets out the powers of a supervisory board in an LLC and the procedure for electing its members, including decisions taken by remote voting (a poll).
Law No. ZRU-1137, lex.uzThe law introduces fiduciary duties for members of the supervisory board and the executive body, regulates related-party transactions and establishes mechanisms for resolving corporate conflicts.
Law No. ZRU-1137, lex.uz| Question | What the law requires | What is sensible |
|---|---|---|
| Re-registering the company | Not required | Nothing — existing documents remain valid |
| Replacing the charter | Not required | Review it: the old version uses none of the new possibilities |
| Supervisory board | Not mandatory | Worth considering with several participants or an outside investor |
| Related-party transactions | Regulated by the law | Fix the approval procedure in internal documents |
| Minutes and resolutions | Recorded in writing | Reconstruct the missing ones before a bank or auditor asks |
The law sets no deadline for replacing the charter, and selling you urgency on that basis would be dishonest. But the sooner the charter matches the law, the sooner the company can use the new possibilities and the lower its corporate risk.
We will go through your situation, tell you what can realistically be done and by when, and name a price once we understand the scope. Any figure before that would be made up.
The initial consultation is free. We name a price once we understand the scope of work.
No testimonials and no case studies here: they cannot be verified. Only what you can confirm yourself.
This material is for information only and is not legal advice on your particular situation. Rules change — check the current wording via the links to the primary sources above. To have your case assessed, send a request.