Fee depends on the scope of work

Selling a company or an LLC share in Uzbekistan

We guide the owner's exit: preparing the company for sale, notifying the participants, the contract and the settlement — through to the entry in the register.

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A breach of the pre-emptive right can be challenged for three months
The new LLC law — ZRU-1137, in force since 22 July 2026
A participant's obligations pass to the buyer together with the share

In brief

How do you sell a company or an LLC share in Uzbekistan so that the deal cannot be challenged?

The sale of a share in an Uzbek LLC is governed by Law No. ZRU-1137 of 21 April 2026, in force since 22 July 2026. The seller must notify the other participants and the company itself in writing, stating the price and the other terms of sale: this is the pre-emptive right, and if it is breached any participant or the company may, within three months, ask the court to have the buyer's rights and obligations transferred to them. The transaction is made in simple written form unless the charter requires notarisation, and title to the share passes only when the entry is made in the Unified State Register of Business Entities.

Where money is lost

What usually goes wrong

These are not abstract risks but the scenarios that break deals and turn decisions of state bodies against you.

You found a buyer, and your partners challenged the deal

A participant or the company may go to court within three months and demand that the buyer's rights and obligations be transferred to them. The deal is not cancelled — someone else becomes the buyer, at the price you set.

Typical mistake: A verbal «the partners don't mind» is taken for compliance with the procedure. The law requires written notice to the other participants and to the company itself, stating the price and the other terms of sale.

The charter forbids what you have already promised the buyer

If the transaction does not match the form prescribed by law or by the charter, it is invalid. The deposit goes back, time is lost, the buyer walks away.

Typical mistake: Price and timing are agreed before anyone reads the charter. And the charter may require notarisation, forbid sales to third parties or make the company's consent a condition.

Working from a contract written for a repealed law

The templates the market is closing deals with right now are built on Law 310-II of 2001 — it ceased to have effect on 22 July 2026.

Typical mistake: People pull a contract out of last year's folder. ZRU-1137 changed how a share passes, the notification rules and the participants' obligations — a contract on the old rules can be challenged.

The money is in, but you are still in the company

Until the entry is made in the Unified State Register of Business Entities, the seller remains a participant with every obligation attached, including liability to the company and a part in its decisions.

Typical mistake: The deal is treated as closed the moment payment lands, and filing for re-registration is left to the buyer. Title to the share passes when the entry is made in the register.

The buyer walks away after due diligence

Every finding in due diligence is either a discount on the price or the buyer's exit. Hidden liabilities surface at the most expensive moment: once employees and counterparties already know about the deal.

Typical mistake: Sellers prepare from the angle they see themselves: turnover, profit, clients. The buyer looks at three years of tax history, actual headcount against the reporting, licences, land and encumbrances on the share.

The share turns out to be pledged or under a ban on disposal

The deal stalls at the filing stage, when the buyer has already paid and the contract deadlines are running out.

Typical mistake: People forget that the pledge over the share was granted with the general meeting's consent and has never been released, or that a ban on disposal — entered by the participant themselves — is sitting in the state registration system.

Deliverables

What you get

Pre-sale preparation

We look at the company through the buyer's eyes and close what would otherwise turn into a discount: documents, encumbrances, HR and tax loose ends.

Charter and structure review

Form of the transaction, restrictions on selling to third parties, consents, pledge over the share and bans on disposal — before any talk about price.

Compliance with the pre-emptive right

Written notices to the participants and to the company stating price and terms, control of the deadlines, and waivers put on record.

Contract and corporate resolutions

A contract under the ZRU-1137 in force, a major-transaction test, resolutions of the general meeting.

Settlement structure

Payment tied to milestones, so that the money and the transfer of the share do not drift apart in one side's favour.

Re-registration and exit

We take it through to the entry in the register: until then the seller remains a participant with every obligation attached.

How we work

How it works

012–3 days
Diagnostics
We read the charter and the register extract, check encumbrances on the share and restrictions on selling. This is often where it turns out the deal has to be structured differently.
022–4 weeks
Preparing for sale
We close the obvious findings and assemble the document set the buyer will ask for in due diligence.
031–2 weeks
Procedure and contract
Notices to the participants and the company, waiting out the deadlines, the contract and the corporate approvals.
04as long as registration takes
Settlement and register
Signing, payment on the agreed schedule, filing for re-registration and the extract from the register.

Legal basis

What the law says

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-II
Since 22 July 2026 the Law «On Limited Liability Companies» No. ZRU-1137 of 21 April 2026 has been in force.
lex.uz — ZRU-1137
A participant intending to sell a share to a third party must notify the other participants and the company itself in writing, stating the price and the other terms of sale (art. 21 of ZRU-1137).
lex.uz — art. 21 of ZRU-1137
Where a share is sold in breach of the pre-emptive right, a participant or the company may, within three months of the moment they learned or should have learned of the breach, demand in court that the buyer's rights and obligations be transferred to them (art. 21 of ZRU-1137).
lex.uz — art. 21 of ZRU-1137
A transaction transferring a share is made in simple written form unless notarisation is provided for by the charter; failure to observe the prescribed form makes the transaction invalid (art. 21 of ZRU-1137).
lex.uz — art. 21 of ZRU-1137
A participant's right to a share passes to another person from the moment the entry is made in the Unified State Register of Business Entities and is confirmed by an extract from it (art. 21 of ZRU-1137).
lex.uz — art. 21 of ZRU-1137
All rights and obligations of a participant of the company that arose before the assignment of the share pass to the acquirer of that share (art. 21 of ZRU-1137).
lex.uz — art. 21 of ZRU-1137
A pledge over a share is permitted with the consent of the company by a resolution of the general meeting of participants (art. 22 of ZRU-1137).
lex.uz — art. 22 of ZRU-1137
A participant may leave the company regardless of the consent of the other participants; the share passes to the company, which must pay the actual value of the share according to the accounting records (arts. 9 and 23 of ZRU-1137).
lex.uz — arts. 9, 23 of ZRU-1137
A transaction for the acquisition or disposal of property worth more than 25 per cent of the value of the company's net assets is deemed a major transaction, unless the charter provides otherwise (art. 50 of ZRU-1137).
lex.uz — art. 50 of ZRU-1137
The limitation period for a tax obligation is three years after the end of the tax period — this is exactly the period the buyer examines before the deal (art. 88 of the Tax Code).
lex.uz — Tax Code

Choosing an option

Selling the share or leaving the company

What we compare	Sale of the share	Leaving the company
Who pays	The buyer, at the agreed contract price	The company itself — the actual value of the share according to the accounting records
Is the partners' consent needed	No consent is needed, but written notice and observance of the pre-emptive right are mandatory	Leaving is possible regardless of the consent of the other participants
Price	By agreement — the share can be sold above book value	Calculated from the accounts, not from what was negotiated
Risk of challenge	Three months to sue for transfer of the buyer's rights if the pre-emptive right was breached	The dispute is usually about the size of the payment, not about the departure itself
Who ends up with the share	The buyer	The company

A sale delivers a price above book value but requires the procedure and carries a three-month risk of challenge. Leaving is simpler, but the sum is set by the accounts rather than by the market. When there is no buyer and the money is needed, these are the two routes to compare.

Next step

Tell us about your case

We will go through your situation, say what can realistically be done and in what time, and name the fee — once we understand the scope. Any figure before that would be invented.

Phone: +998990505070

Telegram: @pactum_uz

Email: info@pactum.uz

Согласен на обработку персональных данных и с политикой конфиденциальности.

Консультация по задаче — бесплатно. Стоимость работы называем после того, как поймём объём.

Questions

Frequently asked questions

Must I offer the share to my partners before selling it?

Yes. Under art. 21 of ZRU-1137, a participant intending to sell a share to a third party must notify the other participants and the company itself in writing, stating the price and the other terms of sale. Verbal consent is not enough: it is precisely a breach of this procedure that gives grounds to challenge the deal.

For how long can the deal be challenged?

Three months from the moment the participant or the company learned or should have learned of the breach of the pre-emptive right. The claim is brought in court, and the consequence is that the buyer's rights and obligations pass to the claimant — that is, someone else becomes the buyer at the same price.

Is a notary required to sell a share?

As a general rule, no: the transaction is made in simple written form unless notarisation is required by the company's charter. That is why the charter is read before negotiations start — failure to observe the form makes the transaction invalid.

When do I stop being a participant?

From the moment the entry is made in the Unified State Register of Business Entities. Until that entry, the seller remains a participant with every obligation attached, even if the money has already been received and the contract signed.

What will the buyer check first?

Three years of tax history, since the limitation period for a tax obligation is three years after the end of the tax period, and also actual headcount against the reporting, licences, land rights and encumbrances on the share. All rights and obligations of a participant that arose before the assignment of the share pass to the buyer, so the buyer pays for the company's past.

Can a pledged share be sold?

A pledge over a share is permitted with the consent of the company by a resolution of the general meeting of participants, and until the pledge is released the deal will run into it at the registration stage. Separately, check for a ban on disposal, which a participant can enter in the state registration system.

How do I get more for the company?

Most of what comes off the price is eaten by findings in the buyer's due diligence, so preparation happens before going to market: HR records and reporting are put in order, encumbrances are released, land rights and licences are confirmed. Every finding left unresolved turns into a discount or into part of the price being held back.

Which is better — selling the share or leaving the company?

On departure the company pays the actual value of the share according to the accounting records, so the sum is set by the accounts, not by negotiation. A sale lets you obtain an agreed contract price, but it requires observance of the pre-emptive right and carries a three-month risk of challenge.

Why you can trust us with this

Verifiable facts about us

There are no testimonials or case studies here: they cannot be verified. Only what you can confirm yourself.

This page is written on the ZRU-1137 in force, not on Law 310-II, which ceased to have effect on 22 July 2026 — both law cards open from the links next to the facts.
Every rule is cited with a link to lex.uz: you can open the article and check the wording yourself.
Pactum is Uzbekistan's legal services platform: 5042 services in the catalogue, and a request goes to a lawyer working in that field.

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This material is for reference and is not legal advice on your specific situation. Rules and tariffs change — check the current version through the links to the primary sources above. To have your case assessed, send us a request.