Corporate Secretarial Services in Uzbekistan: Annual Compliance Calendar for Foreign-Owned Companies (2026)

As of October 2026, Uzbek law does not require a limited liability company (LLC) to appoint a company secretary: Law No. ZRU-1137 only provides for the secretary of a general meeting, while in a joint-stock company the supervisory board appoints a corporate consultant if the charter creates the post. Corporate secretarial services in Uzbekistan therefore mean running the company's compliance calendar: the annual general meeting (AGM) by 30 June, financial statements by 1 March (IFRS statements by 1 May), a statutory audit by 15 June where one applies, and registry filings within 10 or 30 days of a change. Below is a month-by-month calendar for a foreign-owned LLC and the fines for missing its deadlines.

In short

• No post, but the function exists. The chair and secretary of the meeting sign the minutes within three days; the secretary sends each participant an extract within five working days (Art. 36 ZRU-1137).
• AGM by 30 June. It is held within six months after the financial year ends (Art. 32), and the financial year is the calendar year (Art. 24 of the Law on Accounting).
• Accounts by 1 March. Annual statements under national accounting standards (NAS) and the annual profit tax return are due by 1 March; IFRS statements by 1 May.
• Audit by thresholds. A commercial company needs a statutory audit if, for the reporting year, it meets two of three tests: assets above 100,000 BRV, revenue above 200,000 BRV (UZS 44 and 88 billion at a BRV of UZS 440,000), an average headcount above 100; a copy of the report goes to the tax office by 15 June (Art. 35 ZRU-677).
• Changes: 10 and 30 days. Address within 10 days, charter and shares within 30 days (Annex 7 to CMR No. 66); an unreported address change costs the officer 10–15 BRV (Art. 176² CAR).
• Net assets test. If net assets fall below the charter capital at the end of the second or any later financial year, the company must reduce its capital (Art. 20 ZRU-1137).

Abbreviations: ZRU — Law of Uzbekistan; CMR — Cabinet of Ministers Resolution; CAR — Code of Administrative Responsibility; BRV — base calculation value (UZS 440,000); EGRSP — Unified State Register of Business Entities.

Is there a company secretary in Uzbekistan?

Not in an LLC. The director acts for the company without a power of attorney and issues powers of attorney on its behalf (Art. 42 ZRU-1137); the word "secretary" appears in the law only in connection with the general meeting (Art. 36). You can create a secretarial role in internal regulations, which the general meeting approves (Art. 31), but that person does not become a management body.

A joint-stock company (JSC) is different: if the charter provides for the post, the supervisory board appoints a corporate consultant who reports to it and monitors compliance with corporate law (Arts. 75 and 110 of the JSC Law).

Who needs corporate secretarial support

• An enterprise with foreign investment (a foreign share of at least 15%, Art. 3 ZRU-598) whose director sits in Tashkent while the owner and the group's lawyers are abroad.
• A single-member LLC: the sole participant's decisions must be made in writing (Art. 38).
• A joint venture: a participant who voted against a decision or did not vote can ask a court to set aside a decision taken in breach of the rules within two months (Art. 45).

Annual compliance calendar for a foreign-owned LLC

Filing and approval are separate: the statements go to the tax office by 1 March, and the general meeting approves them by 30 June (Arts. 31, 32). Owners and the statistics authorities also receive them (Art. 25 of the Law on Accounting). Deals with a foreign parent holding more than 20% are controlled transactions for tax purposes whatever their size: the UZS 5 billion annual threshold applies only to deals between Uzbek tax residents (Tax Code Arts. 37, 180).

Who must have a statutory audit

The list includes JSCs, banks, insurers, companies with a state share, exchanges and commercial companies that meet two of the three tests above (Art. 35 ZRU-677). Foreign ownership as such is not on the list. But the general meeting can order an audit (Art. 53 ZRU-1137), and a capital increase out of retained earnings is only possible on statements confirmed by an external audit for the previous year (Art. 18).

The annual general meeting step by step

• Calling it. The executive body calls the AGM (Art. 32). Each participant is notified at least 30 days in advance at the address in the list of participants (Art. 34).
• Materials. The annual report, the conclusions of the revision commission (an internal audit body that, if created, must check the report and balance sheet first, Art. 51) and of the auditor, candidates and draft charter amendments (Art. 34).
• Agenda. Participants may add items up to 15 days before the meeting, and a changed agenda is circulated at least 10 days before; the charter may shorten these periods (Art. 34).
• A foreign participant. A corporate participant's proxy is signed by its head and sealed if it has a seal; an individual's proxy must be notarised (Art. 35). Exclusive-competence items can be decided by absentee vote only if the charter allows it (Art. 37).
• Minutes are signed by the chair and the secretary within three days, and an extract goes to all participants by post or e-mail within five working days (Art. 36).
• A sole participant decides alone and records decisions in writing (Art. 38). The law does not say so expressly, but it is sensible to approve the annual results by the same 30 June deadline (Art. 32).

Dividends are paid within 60 days of the decision (Art. 26) and cannot be declared before the capital is fully paid or while net assets are below the charter capital plus the reserve fund (Art. 27). When it pays a foreign participant, the LLC acts as tax agent (Tax Code Arts. 352, 355); rates and treaties are covered in our guide to dividend withholding tax for non-residents.

Changes in the company: registry deadlines

Re-registration takes up to 30 minutes, or up to 16 working hours for a change in charter capital or a share transfer (2 working hours on the fast track, for an extra 1 BRV) (Annex 3 and para. 23 of CMR No. 66). The employment record of a new director is entered in the Unified National Labour System separately (para. 39⁴).

Bank KYC, beneficial owners, currency control, powers of attorney, licences

• Bank. The bank must identify the owners and controllers of a corporate client, update the data regularly and, if due diligence is impossible, refuse the transaction and end the relationship (AML Law No. 660-II, Arts. 7, 15). Tell it about a new director or participants straight away.
• Beneficial owners. The application to register or re-register a legal entity includes a questionnaire on its beneficial owner, the individual who truly owns or controls the company, and the applicant confirms that a change of beneficial owner will be reported (section III¹ of Annexes 5 and 9 to the registration Regulation, CMR No. 66). The bank receives the ownership chain up to individuals separately.
• Currency control. Contracts, acts and invoices with non-residents are entered in E-kontrakt (CMR No. 283, para. 1). Prepaid imports must be cleared within 180 days of payment, and export proceeds must arrive within 180 days of export or of the services act (paras. 23–24 of the Regulation). If repatriation is more than another 45 days late (90 for small businesses), the fine is 5% of the unrepatriated amount, then a further 10% and 35% (Art. 11¹ of the Law on Currency Regulation).
• Powers of attorney. An LLC's power of attorney is signed by its head and sealed if there is a seal; it may run for up to three years, a power with no term is valid for one year, and an undated one is void (Civil Code Arts. 138–139). A change of director is not among the grounds that end a power of attorney (Art. 141), so powers issued under the old director remain valid. It is wise to revoke those you no longer need, and once you revoke one, the law requires you to notify the attorney and the third parties you know of (Art. 142).
• Licences are mostly open-ended; medical, pharmaceutical and a number of other licences listed in the law run for at least five years and are renewed on application (Art. 16 ZRU-701).

What happens if you miss a deadline

Amounts are calculated at a BRV of UZS 440,000 from 1 September 2026 (Decree UP-115).

The corporate file

The company keeps at its executive body's location, or another place known to participants, its constitutional documents and registered amendments, the registration document, title documents, minutes of general meetings, the supervisory board and the revision commission, and the conclusions of that commission and the auditors (Art. 54 ZRU-1137). The charter sets the retention period; accounting records are kept for at least five years after the reporting year (Art. 29 of the Law on Accounting). Add an EGRSP extract, the list of participants with addresses, a register of powers of attorney and the director's contract.

Common mistakes

• Holding the AGM "whenever", although the deadline is six months after year-end (Art. 32).
• A sole participant who never records decisions in writing, leaving no proof of the director's authority for the bank.
• Moving office without notifying the registration authority within 10 days or reissuing the licence.
• Leaving the charter capital unpaid after a year: it must be reduced to the paid amount or the company liquidated (Art. 20); an enterprise with foreign investment cannot go below the statutory minimum (Art. 56 ZRU-598).
• A loan-funded subsidiary with negative net assets: after the second year the duty to reduce capital applies, and with no decision within three months the company risks a liquidation suit (Art. 20).
• Paying the parent for services without entering the acts in E-kontrakt.

Timing and costs

The state duty for registering or re-registering an enterprise with foreign investment is 1 BRV, i.e. UZS 440,000, at a Public Services Centre, or 90% of that (UZS 396,000) if you file yourself via my.gov.uz (ZRU-600, annex, item 7; Art. 22¹). Pactum quotes corporate secretarial support after reviewing your corporate documents. Company registration, including a joint venture, starts from UZS 1,500,000, a sole proprietor from UZS 1,000,000 and a business licence from UZS 2,500,000; prices exclude state fees.

How Pactum helps

• We run your corporate calendar and remind you of deadlines in advance.
• We draft notices, minutes and sole-participant decisions in English, Russian and Uzbek.
• We file charter, share, address and director changes and reissue licences.
• We keep a corporate file for your bank, auditor and head office, and bring your charter in line with the new LLC law.

Start with our corporate secretarial services page or book a consultation: 60 minutes, UZS 300,000, credited toward the service. Phone +998 99 050 50 70, Telegram, info@pactum.uz; office at 21 Afrosiyob Street, Tashkent.

FAQ

What do secretarial services in Uzbekistan include?

A calendar of meetings and reporting, notices, minutes, EGRSP filings, a register of powers of attorney and a corporate file for the bank and auditor. The documents are still signed by the director and the secretary of the meeting (Arts. 36, 42 ZRU-1137).

Is a company secretary mandatory in Uzbekistan?

Not for an LLC: ZRU-1137 only provides for the secretary of the general meeting. In a JSC the supervisory board appoints a corporate consultant if the charter creates the post (Arts. 75 and 110 of the JSC Law).

When must an Uzbek LLC hold its annual general meeting?

On the date in the charter, but within six months after the financial year ends, i.e. by 30 June (Art. 32). Notice is due at least 30 days ahead (Art. 34), so send it by the end of May.

Does a foreign-owned company in Uzbekistan need an annual audit?

Only if it falls under Art. 35 ZRU-677, for example by meeting two of the three tests on assets, revenue and headcount. The general meeting can also order an audit (Art. 53 ZRU-1137).

How long do I have to register changes to an LLC charter in Uzbekistan?

Within 30 days of approving the changes; a share transfer within 30 days of the deal and a new postal address within 10 days (Annex 7 to CMR No. 66). Charter changes bind third parties from registration (Art. 14 ZRU-1137).

How do I change the director of an LLC in Uzbekistan?

The general meeting elects the director (Art. 42 ZRU-1137). The decision and the employment order are filed at a Public Services Centre or online; the check takes 10 minutes and the data change in real time (paras. 39²–39⁴ of CMR No. 66). Then it makes sense to tell the bank and review the powers of attorney issued under the old director: a change of director does not end them (Civil Code Art. 141).

How are companies and individual entrepreneurs registered in Uzbekistan?

Registration takes up to 30 minutes once a complete application is filed (Annex 3 to CMR No. 66); the state duty for a legal entity or an individual entrepreneur is 1 BRV at a Public Services Centre and 90% of that via my.gov.uz (ZRU-600). For a foreign founder, see our step-by-step LLC registration guide.

How do I register a joint venture in Uzbekistan?

Usually as an LLC with foreign and local participants; with a foreign share of 15% or more it is an enterprise with foreign investment (Art. 3 ZRU-598), for which Annex 11 to CMR No. 66 sets a minimum charter capital of UZS 400 million (UZS 200 million in Karakalpakstan and Khorezm). The rule is open to challenge, but budget for it while it stands — see our joint venture guide.

Sources

• Law No. ZRU-1137 on Limited Liability Companies, Arts. 14, 15, 18–21, 26, 27, 31–38, 42, 45, 51, 53, 54 and its official Uzbek text
• JSC Law No. 223-I (as restated by Law No. ZRU-370), Arts. 58, 73, 75, 110
• Law No. ZRU-677 on Auditing, Art. 35
• Law on Accounting, Arts. 24, 25, 29
• Regulation on financial statement deadlines, reg. No. 3567, paras. 7, 12
• Tax Code, Arts. 37, 180, 182, 273, 338–340, 352, 355, 389, 390, 407, 470
• Regulation on state registration of business entities (CMR No. 66), paras. 21, 23, Chapter 5¹, Annexes 3, 5, 7, 9, 11
• Law No. ZRU-600 on State Duty, Art. 22¹, annex, item 7
• Code of Administrative Responsibility, Arts. 17³, 165, 175, 175¹, 176², 179¹, 215
• Civil Code, Arts. 138, 139, 141, 142, 358¹
• AML Law No. 660-II, Arts. 7, 15
• Licensing Law No. ZRU-701, Arts. 16, 30
• CMR No. 283 on monitoring foreign trade operations, para. 1; Regulation, paras. 6, 23, 24
• Law on Currency Regulation, Art. 11¹
• Investment Law No. ZRU-598, Arts. 3, 56
• Decree No. UP-115 of 23 June 2026 on the BRV