We check what the accounts do not show and carry the deal through to the register entry — the moment the share is genuinely yours.
How do you safely buy a company or an LLC share in Uzbekistan?
Buying a share in an Uzbek LLC is governed by Law ЗРУ-1137 of 21 April 2026, which took effect on 22 July 2026 and replaced Law 310-II. The transfer is made in simple written form unless the company charter requires notarisation, but title to the share passes to the buyer only once the entry is made in the Unified State Register of Business Entities of Uzbekistan. The acquirer takes over every right and obligation of a member that arose before the share was transferred, so before paying you review three years of tax history, licences, land, encumbrances over the share, and whether the other members' pre-emption right under Uzbek law was observed.
These are not abstract risks but the scenarios that break deals and turn decisions of state bodies against you.
If the deal fails to meet the form required by law or by the charter, it is invalid. The money has gone and the share has not moved.
Common mistake: A share purchase agreement is pulled out of last year's folder, written for Law 310-II of 06.12.2001. Since 22 July 2026, however, ЗРУ-1137 applies: the mechanics of transfer, the pre-emption notices and members' obligations have all changed.
Until the register entry is made the buyer is legally nobody: no vote, no power to replace the director, no way to stop assets being stripped out of the company already paid for.
Common mistake: The deal is treated as closed once it is signed and paid for, and re-registration is put off. Title to a share passes when the entry is made in the register and is evidenced by an extract from it.
A holder of 50 percent or more of the charter capital must, within fifteen days, offer minority members to sell their shares at market value and, if they agree, buy them within thirty days. Deal models rarely carry the cash for that.
Common mistake: The purchase is structured at 51–75% “to avoid overpaying”, with nothing in the budget for buying out the remainder at market value.
Where the pre-emption right is breached, any member or the company itself may ask a court within three months to transfer the buyer's rights and obligations to it. The court simply moves that member into your seat in the deal.
Common mistake: The seller's word that “the partners don't mind” is taken at face value. The written notice to the other members and to the company stating the price and terms was either never sent or sent out of time.
The limitation period for a tax liability is three years after the end of the tax period, and an inspection can revisit those amounts once the new owner is in place.
Common mistake: Bank turnover and management accounts get reviewed, but inspection reports, payroll records and actual headcount do not. Cash-in-hand wages and unregistered staff are the standard find that surfaces after closing.
A licence is revoked when a legal entity ceases to exist through reorganisation — except on transformation and merger where both entities held a licence for the same activity. The production you bought loses the right to operate.
Common mistake: The deal is structured as a spin-off, a split or a purchase of a property complex “so the old liabilities stay behind”, without checking whether the activity is a licensed one.
Foreign persons and enterprises with foreign investment may hold land plots only under a lease. Once a foreign investor comes in, the status of the plot can change.
Common mistake: “Building, workshop, warehouse” in the accounts is read as land coming with them. The permitted use, the actual use and any land tax or rent arrears go unchecked.
Limitation periods and the way they are counted cannot be varied by agreement of the parties, and the general period is three years — a contractual survival period creates nothing on its own.
Common mistake: A representations & warranties block with an indemnity and an 18–24 month survival period is copied across and treated as protection against hidden liabilities. In practice protection has to be built into the payment structure and a holdback of part of the price.
Corporate history, the share and encumbrances over it, licences, land and real estate, employment, court cases and enforcement proceedings.
Three years of tax history: inspection reports, arrears, payroll records and actual headcount set against the accounts.
Share or asset purchase, the size of the stake, what happens to the minority members, and payment mechanics with part of the price held back.
A contract under ЗРУ-1137 as in force, compliance with the pre-emption right, the general meeting resolution and a major-transaction test.
We calculate the threshold from the parties' assets and revenue and obtain prior clearance if the deal falls within it.
We carry it through to the register entry and the extract — until that point the share is not legally yours.
We look at the register extract, the charter and the ownership structure: any ban on disposal, a pledge over the share, minority members, licences.
A full review by workstream and a report splitting risks into those fixable before signing and those to be covered by the price.
We agree the payment mechanics, prepare the contract and the corporate documents, and send out the pre-emption notices.
Signing, payments under the agreed schedule, filing for re-registration and obtaining the extract from the state register.
Every point comes with a link to the primary source so you can check it yourself.
Law of the Republic of Uzbekistan No. 310-II of 6 December 2001 “On Limited Liability Companies” ceased to have effect on 22 July 2026.
lex.uz — Law 310-IILaw “On Limited Liability Companies” No. ЗРУ-1137 of 21 April 2026 has been in force since 22 July 2026.
lex.uz — ЗРУ-1137A member's right to a share in the company's charter capital passes to another person once the entry is made in the Unified State Register of Business Entities, and is evidenced by an extract from it (art. 21 of ЗРУ-1137).
lex.uz — art. 21 of ЗРУ-1137A transfer of a share is made in simple written form unless the charter requires notarisation; failure to observe the prescribed form renders the transaction invalid (art. 21 of ЗРУ-1137).
lex.uz — art. 21 of ЗРУ-1137A member selling a share to a third party must notify the other members and the company itself in writing, stating the price and the other terms of sale (art. 21 of ЗРУ-1137).
lex.uz — art. 21 of ЗРУ-1137Where a share is sold in breach of the pre-emption right, a member or the company may apply to a court within three months to have the buyer's rights and obligations transferred to it (art. 21 of ЗРУ-1137).
lex.uz — art. 21 of ЗРУ-1137A person who comes to hold 50 percent or more of the charter capital (other than the state) must, within fifteen days, offer the minority members to sell their shares at market value (art. 21 of ЗРУ-1137).
lex.uz — art. 21 of ЗРУ-1137The acquirer of a share takes over all rights and obligations of a company member that arose before that share was transferred (art. 21 of ЗРУ-1137).
lex.uz — art. 21 of ЗРУ-1137A member may leave the company regardless of the other members' consent, and the company must pay that member the actual value of the share according to its accounting records (arts. 9 and 23 of ЗРУ-1137).
lex.uz — arts. 9, 23 of ЗРУ-1137A transaction to acquire or dispose of property worth more than 25 percent of the company's net assets is a major transaction, unless the charter provides otherwise (art. 50 of ЗРУ-1137).
lex.uz — art. 50 of ЗРУ-1137A share may be pledged with the consent of the company, given by resolution of the general meeting of members (art. 22 of ЗРУ-1137).
lex.uz — art. 22 of ЗРУ-1137The limitation period for a tax liability is three years after the end of the tax period (art. 88 of the Tax Code).
lex.uz — Tax CodeThe general limitation period is three years; limitation periods and the way they are counted cannot be varied by agreement of the parties (arts. 150, 152 of the Civil Code).
lex.uz — Civil CodeForeign individuals and legal entities, as well as enterprises with foreign investment, may hold land plots only under a lease (art. 17 of the Land Code).
lex.uz — Land Code| What we compare | Buying a share in an LLC | Buying assets |
|---|---|---|
| What transfers | The whole company together with its history: the acquirer takes over all rights and obligations of a member that arose before the share was transferred | Only the selected items; past liabilities stay with the seller |
| Licences and permits | Stay with the same legal entity | Do not transfer: on reorganisation the licence is revoked, except on transformation and merger of holders of the same licence |
| When title passes | The entry in the state register | Under the rules for each type of property; real estate through state registration |
| Third-party consents | Members' pre-emption right, company consent for a pledge, merger clearance above the threshold | Consents of lenders and landlords under the specific contracts |
| Main risk | Hidden tax and employment liabilities of the company | A broken production chain: the assets are bought, but nothing can run without the licence |
Buying the share is faster and keeps the licences, but moves the company's history onto you. Buying the assets cuts off the past, yet it can zero out a licensed activity. The choice is made after due diligence, not before it.
We will go through your situation, say what can realistically be done and by when, and name a fee once we understand the scope. Without that, any figure would be invented.
Консультация по задаче — бесплатно. Стоимость работы называем после того, как поймём объём.
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 and tariffs change — check the current wording via the links to the primary sources above. To have your case assessed, send a request.