New Law on Limited Liability Companies in Uzbekistan: Key Changes Effective from July 22, 2026

Enlawyer Legal Update

On April 21, 2026, the Republic of Uzbekistan adopted the new Law “On Limited Liability Companies” No. ZRU-1137. The new Law will enter into force on July 22, 2026 and introduces substantial changes to the legal framework governing limited liability companies in Uzbekistan.

The new Law addresses a wide range of corporate governance matters, including the powers of supervisory boards, fiduciary duties of management, the legal regime of participation interests, transactions with affiliated persons, minority participant protection, and the optional record-keeping of participation interests through the Central Securities Depository.

These changes are particularly relevant for existing LLCs, foreign-invested companies, joint ventures, investors, company participants and corporate groups operating through branches and subsidiaries.

Key Changes

1. Entry into Force

The new Law will enter into force on July 22, 2026. Until that date, the previous Law No. 310-II dated December 6, 2001 remains in force.

After the new Law becomes effective, company charters and internal corporate documents should apply only to the extent they do not contradict the new legal requirements.

2. Supervisory Board

The new Law provides more detailed regulation of the legal status, powers and procedures of the supervisory board.

It sets out a list of exclusive powers of the supervisory board, including approval of major transactions, election of executive bodies and other matters that may not be delegated to executive bodies.

The Law also introduces the possibility for supervisory boards to adopt decisions by absentee voting, which may improve the efficiency of corporate decision-making.

3. Fiduciary Duties of Management

One of the key innovations is the introduction of fiduciary duties for members of the supervisory board, the director and members of the collective executive body.

This means that managers are required to act in good faith, reasonably and in the interests of the company. A breach of fiduciary duties may result in personal liability for losses caused to the company.

4. Legal Regime of Participation Interests

The new Law changes the procedure for the transfer of rights to participation interests in the charter capital.

The right to a participation interest will now transfer only upon the relevant entry being made in the Unified State Register and confirmed by an extract from the register.

This approach is aimed at reducing the risk of double assignment of participation interests, corporate disputes and bad-faith changes to the ownership structure.

5. Protection of Minority Participants

The new Law strengthens the rights of minority participants, including the possibility to establish minority committees to coordinate their position and protect their interests.

The mandatory buy-out offer period for minority participation interests in case of acquisition of 50% or more participation interests is reduced from 30 to 15 days.

6. Transactions with Affiliated Persons and Major Transactions

The Law introduces more detailed rules on transactions with affiliated persons and interested-party transactions.

For businesses, this means that internal procedures should be established in advance to identify conflicts of interest, disclose information and properly document corporate decisions.

The Law also clarifies the concept of a major transaction. The 25% threshold will now be calculated by reference to the value of the company’s net assets, unless the charter provides for a higher threshold.

7. Audit Control

The new Law increases the importance of financial transparency.

In particular, where the charter capital is increased out of the company’s property, including retained earnings, the decision may be adopted only on the basis of financial statements for the previous year confirmed by an external audit opinion.

8. Branches, Representative Offices and Subsidiaries

The Law separately regulates the procedures for establishing branches, representative offices, subsidiaries and dependent companies.

This removes previous legal uncertainty and is particularly relevant for companies operating through branch networks.

9. Record-Keeping through the Central Securities Depository

The new Law provides an optional possibility to transfer the record-keeping of participation interests to the Central Securities Depository on a voluntary contractual basis.

This mechanism may improve transparency of ownership, protection of participants’ rights and investment attractiveness, especially for companies with foreign participation.

Who Should Pay Attention

The changes are particularly important for:

• existing LLCs;
• foreign-invested companies;
• joint ventures;
• investors;
• directors and management board members;
• company participants;
• companies with minority participants;
• corporate groups with branches and subsidiaries.

Recommended Actions for Companies

Before the new Law enters into force, companies are advised to:

• review their existing charter;
• assess internal corporate documents;
• prepare amendments to the charter;
• update regulations on the supervisory board and executive bodies;
• introduce absentee voting procedures;
• develop rules for transactions with affiliated persons;
• review contracts with directors and senior management;
• assess whether an external audit may be required;
• consider transferring participation interest record-keeping to the Central Securities Depository.

How Enlawyer Can Help

Enlawyer provides legal support to companies, participants and investors on matters related to the application of the new LLC Law, including:

• legal audit of charters and corporate documents;
• preparation of amendments to the charter;
• development of regulations on the supervisory board and executive bodies;
• preparation of internal rules for transactions with affiliated persons;
• assistance with participation interest transactions;
• legal analysis of fiduciary duties of managers;
• protection of participants’ rights;
• preparation of legal opinions on compliance of corporate documents with the new requirements.

Limitation of Liability

• This material has been prepared by Enlawyer Law Firm for informational purposes only and does not constitute legal advice, a legal opinion or a recommendation for any specific situation. Before making management, corporate or investment decisions, it is advisable to obtain individual legal advice.