Details
APRIL 2026
On April 21, 2026, the President of the Republic of Uzbekistan signed Law of the Republic of Uzbekistan No. ZRU-1137 “On Limited Liability Companies,” which entered into force on July 22, 2026. The new Law replaces the legislation that had been in effect since 2001 and significantly modernizes the regulation of limited liability companies.
One of the main objectives of the reform is to improve corporate governance and bring the legislation into line with modern business standards.
One of the most significant changes is the statutory introduction of fiduciary duties for members of a company’s supervisory board and executive body. They are now required to act in good faith, reasonably and exclusively in the interests of the company, as well as to take measures to prevent conflicts of interest. This approach increases the level of accountability of those making management decisions and is consistent with international corporate practice.
The regulation of supervisory board activities has been substantially expanded. The Law sets out in detail the procedure for its formation, its powers, the terms of office of its members, and the procedure for convening meetings and adopting resolutions, including the possibility of voting in absentia. Previously, these matters were regulated in less detail.
Particular attention is paid to the procedure for entering into transactions involving affiliated persons, given that the 2001 Law did not provide for the concept of “affiliated persons.” The new version of the Law establishes an exhaustive list of persons recognized as affiliated persons for the purposes of this Law, as well as their obligation to disclose such information.
The new Law also expands the regulation of a company’s corporate structure. For the first time, separate provisions regulate the activities of branches, representative offices, subsidiaries and dependent companies, making the legal framework more consistent and comprehensive.
In addition, the Law regulates for the first time the procedure for resolving situations in which the company’s participants are unable to reach agreement on management matters. If, due to irreconcilable disagreements and the absence of the required number of votes, it becomes impossible to adopt a resolution, the resulting corporate conflict shall be resolved through court proceedings or, if provided for by the company’s constituent documents, through mediation or arbitration. The amendments allow participants to determine in advance alternative methods for resolving such corporate disputes.
In connection with the entry into force of the Law, companies are advised to conduct an advance review of their charters, internal corporate documents and existing governance procedures, as well as to assess whether they need to be brought into compliance with the new legislative requirements.
The adoption of the new Law marks an important stage in the development of the corporate legislation of the Republic of Uzbekistan and is aimed at increasing the transparency of company management, strengthening the protection of participants’ rights and creating a more predictable legal environment for doing business.
Source: Law of the Republic of Uzbekistan No. ZRU-1137 dated April 21, 2026, “On Limited Liability Companies” – https://lex.uz/docs/8152146.