Uzbekistan Updates Law on Limited Liability Companies

Tashkent, Uzbekistan (UzDaily.com) — President Shavkat Mirziyoyev has signed a new version of the Law “On Limited Liability Companies,” drafted by the Ministry of Justice.

The document aims to introduce modern corporate governance standards, eliminate legal gaps in regulating LLC activities, and strengthen guarantees for the rights of company participants.

The new law consists of 71 articles and will enter into force three months after its official publication. Its development incorporated proposals from domestic and international experts, the public, and global best practices.

Among the key changes are clearly defined powers of the supervisory board and procedures for electing its members, aimed at preventing corporate conflicts. The law also allows the supervisory board to adopt decisions in absentia.

For the first time, fiduciary duties of supervisory board members and executive bodies are formally established, aligning with international corporate governance practices. In addition, the legal framework for company operations is expanded, allowing activities not only under licenses but also through other permitting and notification procedures.

The law also regulates the establishment of branches, representative offices, subsidiaries, and affiliated entities—areas that were previously not comprehensively addressed.

It introduces mechanisms to exclude participants who fail to contribute their share to the charter capital if their actions hinder company operations. Restrictions on changes to charter capital during disputes over ownership shares are also permitted.

The document provides for the possibility of maintaining share records through the Central Securities Depository, establishing minority shareholder committees, and improving audit standards and regulations for transactions with affiliated parties.

The updated law is designed to strengthen investor protection, prevent незаконного appropriation of shares, improve the investment climate, attract foreign investment, and create a more transparent and resilient corporate environment in Uzbekistan.