On 22 July 2026, Uzbekistan’s new Law on Limited Liability CompaniesLaw No. ZRU-1137—entered into force, replacing the corporate framework that had been in place since 2001.
For companies already operating in Uzbekistan, and for foreign businesses considering market entry, this is more than a technical legal update. The new framework introduces clearer rules around corporate governance, management responsibilities, shareholder rights, major transactions, affiliated-party transactions, conflicts of interest and corporate decision-making.
Why the Change Matters
Uzbekistan’s business environment has evolved considerably over the past two decades. More international investment, private-sector development and increasingly complex ownership structures make governance rules particularly important when several shareholders or management teams are involved.
The practical question is not only how to register an LLC, but how authority and protections work after the company has been established.
Governance and Major Transactions
The framework provides greater clarity around management responsibilities and the approval of significant corporate actions.
For foreign-owned businesses and joint ventures, this matters because authority may be divided between local management, international shareholders and different corporate bodies. Companies should understand which decisions management can take independently and which require shareholder or other approvals.
Rules around affiliated-party transactions and conflicts of interest also deserve attention, particularly where shareholders, managers or connected businesses may have interests on both sides of a transaction.
Shareholder Rights
The law also places greater focus on the relationship between minority and majority shareholders.
For joint ventures and multi-shareholder companies, governance documents should clearly define how decisions are made, what rights attach to different ownership positions and how disagreements are handled.
These questions are best addressed when the investment structure is created not after a dispute emerges.
What Should Businesses Review?
Existing LLCs should consider reviewing:
- the company charter;
- shareholder or participants’ agreements;
- management authorities;
- internal approval procedures;
- major and affiliated-party transaction rules;
- conflict of interest procedures;
- shareholder decision-making mechanisms.
For new investors, legal due diligence should go beyond incorporation. The structure should be assessed in terms of how it will operate after the investment is completed.
Corporate governance is therefore part of market entry, not simply a legal formality.
Why This Is Especially Relevant to Joint Ventures
Corporate rules become particularly important when ownership is divided between several investors. In a joint venture, shareholders may have different expectations about management authority, financing, major transactions and exit decisions.
Clear documents can reduce uncertainty by defining how those decisions are approved and what happens when shareholders disagree. The new framework therefore makes the quality of a company’s internal governance arrangements an important part of investment planning.
Foreign investors acquiring an interest in an existing Uzbek company should also understand how the target company’s charter, approval procedures and shareholder rights align with the updated law. A legal review should focus not only on whether the entity exists correctly, but on how it will actually be governed after the transaction.
MODERN MARKETS NEED MODERN CORPORATE RULES.
Sources: Lex.uz Law No. ZRU-1137 / Spot.uz
This article is intended for general informational purposes and does not constitute legal advice.