Uzbekistan's new LLC law 2026: a founders' manual

Founders ask the same thing once a new law is in the news: do we have to do something, and by when? For the new LLC law the honest answer is shorter than the headlines suggest. It also leaves several choices to you, mostly in the charter.

Short answer: Law No. ZRU-1137 of 21 April 2026 "On Limited Liability Companies" has been in force since 22 July 2026 and replaces the 2001 law (No. 310-II). We found no article that obliges existing LLCs to rewrite their charters or sets a deadline for it. The practical work is a charter review: the new law lets the charter decide many things that founders used to leave to default rules, and where the charter is silent the new defaults apply.

What the law is and when it applies

The law was adopted on 21 April 2026 and enters into force three months after its official publication (art. 71(1)); Lex gives 22 July 2026. It repeals the 2001 law "On Limited Liability Companies" No. 310-II (art. 68, item 1). It was amended once already: Law No. ZRU-1158 of 13 July 2026 added a second part to art. 2, under which LLCs on a territory with a special legal regime set by a Constitutional Law are governed by rules that differ from this law. If you operate outside such a territory, this does not affect you.

The transition is where most summaries disagree. We read the closing articles (arts. 67–71, at the end of chapter 8) and found no rule on existing charters: no duty to amend them, no deadline, no sanction. The only "bring into line" provision (art. 70) is addressed to the Cabinet of Ministers and state bodies, which must align their own acts with the law. What the law does not say is whether an old charter clause that conflicts with the new law still applies. Treat any such clause as a risk and fix it at the next charter amendment, rather than waiting to find out.

The founder's checklist

If you already run an LLC, go through the charter with the new law next to it:

1. Founding documents. The founding contract and the charter are the founding documents (art. 12(1)). If they conflict, the charter prevails for third parties and participants (art. 12(4)). A single founder needs only a charter (art. 12(2)); from two participants you also need a founding contract. The contract is not registered (art. 13(2)); the charter and its changes are, and bind third parties only from registration (art. 14).
2. Share transfers. Check what your charter says about consent, notarization and pre-emption (details below). Silence in the charter means the default rules apply.
3. Voting thresholds. The charter must name matters that need unanimity or two-thirds of votes (art. 14(1)). Decide whether the default list fits you.
4. Management. Is there a supervisory board? It is optional (art. 30(2)). Are the director's term, authority and removal clear?
5. Major and related-party deals. Review who approves what and at which threshold (see below).
6. Deadlock. If you are 50/50, decide now what happens when you disagree. The law will not decide for you.
7. Corporate contract. If participants have a side agreement, check it against the Civil Code limits (below).

Charter, founding contract and corporate contract

These are three different documents, and the new law keeps them apart.

The charter governs the company's internal rules and is registered. The founding contract covers who contributes what, how profit and losses are split, and entry and exit of participants; it is not registered. If the two conflict, the charter wins for third parties and participants (art. 12(4)).

The corporate contract is an agreement between some or all participants about how they will use their rights. The LLC law only points to it (art. 9(1)); the rules are in the Civil Code, art. 358-1. It must be in writing and binds its parties. Terms that oblige a participant to vote as the company's bodies instruct, or that set the structure or powers of the company's bodies, are void. The parties must notify the company in writing within 15 days of signing, without disclosing the content; if they do not, participants who are not parties may claim damages. Between the parties, the contract may provide security for performance and liability for breach (art. 358-1(6)).

What we did not find is a rule on what a breach of a corporate contract does to a company decision. Do not assume that a decision taken against such a contract can be annulled. Put the protections you need into the charter, where they bind the company and third parties.

One founder, or two

An LLC may be founded by one person, who becomes its sole participant (art. 8(4)). A company cannot have as its sole participant another company that itself has one participant, except a joint-stock company with one shareholder (art. 8(5)). The sole participant decides general-meeting matters alone and in writing (art. 38(1)).

The law sets no minimum charter fund; a minimum may come from licensing requirements for your activity (art. 15(3)). The number of participants may not exceed 50; above that the company must reorganize into a joint-stock company or a production cooperative within one year, otherwise a court liquidates it on the registrar's application (art. 8(6)–(7)). If you are still choosing the structure for a new company, our market entry structuring service covers that step.

Moving shares

• To another participant: free, unless the charter says otherwise (art. 21(1)).
• To a third party: allowed unless the charter prohibits it (art. 21(2)).
• Form: simple written form. Notarization is required only if the charter requires it (art. 21(3)).
• When ownership passes: at the moment the entry is made in the Unified State Register of Business Entities (art. 21(4)). A deal that skips the required form or the registration is invalid (art. 21(6)).
• Unpaid shares: a share that is not fully paid can be transferred only in its paid part (art. 21(7)).

Pre-emption. Other participants have the first right to buy, then the company (art. 21(8)–(9)). By default they buy pro rata; the charter or a participants' agreement can set a different split. A participant who wants to buy must answer the seller's notice within 7 days (art. 21(10)). If the right is not used within one month (or another term set by the charter or a participants' agreement), the share may go to the third party at the notified price and on the notified terms (art. 21(11)).

Buyout offer. Someone who comes to hold 50% or more of the charter fund (having held less than 50%, or none, before; the state excepted) must, within 15 days, offer to buy the minority participants' shares at market value. A minority holder who accepts in writing within 30 days is bought out (art. 21(23)–(24)). If you are an investor taking half or more, build this obligation into your cash plan.

If the charter requires consent for a transfer and the others refuse it, the company must buy the share at actual value (art. 23(2)).

When two founders disagree

For companies with two 50% participants, art. 8(8) is the rule to read. It says that when irreconcilable conflict leaves too few votes to decide on management, the dispute is resolved by a court, or by mediation or arbitration if the founding documents provide for it. There is no "shoot-out" mechanism for a deadlock in the law. The fallback is withdrawal: a participant can leave without the others' consent and is paid the actual value of the share (arts. 9, 23(5)).

So the protection is in your documents. Options you can write into the charter or the founding contract: a mediation or arbitration clause; a deadlock tie-breaker; a right to sell to the other side at a set price; a casting vote on named matters. Whichever you choose, put it in a document the law recognizes.

Participants who together hold at least 10% of the charter fund may ask a court to exclude a participant who does not perform their duties under the charter or who blocks or seriously hinders the company (art. 9(2)). A decision of the general meeting can be challenged within two months (art. 45(2)).

Directors and fiduciary duties

The general meeting is the supreme body. A supervisory board is optional and exists only if the charter provides for it (art. 30(2)). The executive is a sole director elected by the general meeting; the director may be a non-participant and must be an individual with full legal capacity (art. 42). The charter can instead provide a collegial executive body.

Article 44 sets fiduciary duties for the people who run the company: act in good faith and in the interests of the company and its participants, do not use company property for personal purposes, do not take company business opportunities, do not compete without consent, keep confidences, and take no benefits from interested persons.

A director answers to the company for culpable acts or omissions and for breaches of these duties, jointly and severally with others who took part; members who voted against or did not vote are not liable (art. 46). The company or a participant can sue. On insolvency, if the company's property is insufficient and the insolvency is caused by unlawful actions of the director, a board member, a participant or a trust manager, subsidiary liability may be imposed on that person (art. 4(5)).

What to document: board and meeting minutes that show the information the decision was based on, written consents for interested deals, and your own conflict-of-interest disclosures. Criminal exposure is a separate question: see directors' criminal liability in Uzbekistan.

Major and related-party deals

A breach makes a major or an interested-party deal voidable on a claim by the company or a participant (arts. 49(7), 50(5)). If the director or the collegial executive body breaches the procedure for a major deal or an affiliated-party deal, the company suffers loss and their fault is proven, they bear subsidiary liability when the company's property is insufficient (art. 46(6)).

Numbers at a glance

BRV is the base calculation amount.

What to do now

• Read your charter with the checklist above and mark every clause that relies on a rule of the 2001 law.
• If you have two founders at 50/50, agree a deadlock mechanism in writing before you need it.
• If you plan to bring in an investor, check pre-emption, the 50% buyout offer and the charter's consent clauses first.
• Write down who approves major and related-party deals, and keep the minutes.
• Want a second reader on your charter and minutes? Our compliance and governance service does that.
• Do not wait for a deadline: we found none.

Questions founders ask

Do we have to amend the charter? We found no duty or deadline in the law. Amend it where a clause conflicts with the new law or where you want a choice the law leaves to the charter.

Does a single founder need a founding contract? No. The charter approved by the founder is the founding document (art. 12(2)).

Can we sell a share without a notary? Yes, unless your charter requires notarization. Ownership passes on the register entry.

Is a supervisory board compulsory? No. It exists only if the charter provides for it. If the state holds more than 50%, a board that exists must include at least one independent member (art. 41(1)).

Can a corporate contract replace the charter? No. It binds only its parties, and clauses that fix the company's bodies or oblige voting instructions are void.

What if we cannot agree? A court, or mediation or arbitration if your founding documents provide for it. Write the procedure down.

Checked against the law in Lex on 9 October 2026 · Juris Advisory