Most Uzbek LLCs run on two bodies: the general meeting of participants and a director. The new LLC law adds a third, optional one, the supervisory board. People also call it a board of directors, but in Uzbek law the director is the executive, and the supervisory board sits above the director.
Do you need one?
No. Under Law No. ZRU-1137 of 21 April 2026 "On Limited Liability Companies" (in force since 22 July 2026), the charter may provide for a supervisory board (art. 30(2)). No charter clause, no board. The general meeting elects it and can end its powers early (art. 31(8)).
One rule depends on who owns the company. If the state holds more than 50% of the charter capital, the board must include at least one independent member (art. 41(1)).
A board makes sense when you have several participants who do not run the business together, an investor who wants a say between meetings, or a foreign parent that wants control over the director. You can skip it when one person owns and runs the company. We found nothing in the law that bars a board in a single-participant LLC, so it is possible, but on our reading it adds little there: the sole participant already takes every general-meeting decision alone, in writing (art. 38).
Who decides what
The law does not fix the board's powers. The charter does (art. 40(1)). It only lists what the charter may hand over:
| Question | Who decides |
|---|---|
| Change the charter | General meeting only (art. 12(4)) |
| Elect the board, end its powers early | General meeting only (art. 31(8)) |
| Form the executive bodies, end their powers early | General meeting elects the director (art. 42(1)); the charter may give this to the board (art. 40(2)). The director runs day-to-day business and acts without a power of attorney (art. 42(4)) |
| Set up internal audit, appoint its staff | Board, if the charter gives it this power (art. 40(2)) |
| Major deals worth 25–50% of company property | Board, if the charter says so (art. 50(4)); otherwise the general meeting under art. 50 |
| Deals with an interested party up to 5% of property | Board, if the charter says so (art. 49(15)); otherwise the general meeting under art. 49 |
| Prepare and call the general meeting | Board, if the charter gives it this power (art. 40(2)) |
| Pay board members | General meeting decides the amount (art. 40(5)) |
Two limits are worth knowing. The general meeting cannot hand its exclusive questions to the board or the director (art. 31(17)). And articles 40(2) and 42(1) pull in slightly different directions on who forms the executive body, so write that point in your charter explicitly rather than rely on the default.
Who can sit on it
- Not allowed: the director, members of a collegial executive body, members of the governing bodies of subsidiaries and dependent companies, and their employees (art. 40(4)), and members of the audit commission (art. 51(3)).
- Allowed: participants and outsiders alike. We found no rule limiting the board to participants.
- Independent members: the charter must state how many seats are independent (art. 39(5)). The list of who cannot qualify is long: someone who worked for the company in the last three years, owns 5% or more, is a big client or supplier, or has served on the board six years in a row (art. 41(2)–(11)).
- Term: three years unless the founding documents say otherwise; re-election is unlimited (art. 39(2)–(3)).
How it decides
The charter sets the quorum, but it cannot be below 75% of the elected members (art. 40(8)). A member cannot pass their vote to anyone, including another member (art. 40(7)). Unless the charter says otherwise, decisions can be taken by written poll by two thirds of the members (art. 40(9)). Board members may attend the general meeting with an advisory vote (art. 40(6)).
The law does not require a separate board regulation, and we found no rule on a casting vote for the chair or on the form of minutes. The charter has to cover how the board is formed, how it works, and how the powers of members and the chair end (art. 40(3)). Anything else is yours to write down, and a short written regulation is the usual way to do it.
Who is liable
Board members, the director, and members of a collegial executive body answer to the company for losses caused by their culpable acts or omissions, or by breaching their fiduciary duties (art. 46(2)). A member who voted against the decision, or did not vote, is not liable. The company or any participant can sue (art. 46(5)).
Two further rules matter. If the company becomes insolvent through a board member's unlawful acts and its property is not enough, the court may make that member subsidiarily liable (art. 4(5)). And where the board decides a major deal under art. 50(4), it answers to the general meeting for damage caused by its fault.
Existing LLCs
Art. 71 says the law enters into force three months after publication, and we found no transition period or deadline for bringing charters into line. If your LLC already has a board under the old law, check whether the charter covers the points above (size, independent seats, quorum, term, how powers end). Where it does not, amend the charter by a general meeting decision (art. 12(4)). The change binds third parties only from state registration (art. 14(16)).
Questions
Is a supervisory board mandatory in an LLC? No, only if the charter provides for it (art. 30(2)).
Can a one-participant LLC have one? We found nothing that bars it, but the sole participant already decides everything the general meeting would.
Can the director sit on the board? No (art. 40(4)).
Is it the same as a board of directors? In Uzbek terms it is the supervisory board. "Board of directors" is Russian-law wording; here the director is the executive.
Can members be paid? Yes, if the general meeting decides it and sets the amounts (art. 40(5)).
What to do next
If you want a board, the work is in the charter. Our LLC formation pack includes a charter you can adapt. If your company already has one, or the structure is complicated, ask for a consultation and we will check the charter against the new law. For the wider picture of the reform, see our guide to the new LLC law.
Want your terms checked?
Send us the document or describe your setup, and we will say what to change.
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