Uzbekistan: Corporate Structure In LLC

Last Updated: 19 April 2017
Article by Kosta Law Firm

This brief summary outlines the key provisions of the Uzbek Law on Limited and Additional Liability Companies No. 310-II of 6 December 2001 (the 'Law') with respect to a corporate governance structure of limited and additional liability companies (the 'Company') and competencies of each of the corporate governing bodies.

Pursuant to Chapter IV of the Law, the Company may have the following corporate governing bodies:

General Meeting of Participants the supreme governing body consisting of participants or their representatives;
Supervisory Board may be established within the Company at the discretion of participants. Due to uncertainty in the Law, there is a presumption that the Supervisory Board must be established when the book value of Company's assets exceeds UZS 1 bln.
General Director or Board of Directors is an executive body responsible for day-to-day management of the Company. The Law does NOT permit attracting a third party – legal entity to undertake the management functions.
Internal Audit Service must be established under the Company's Supervisory Board when the book value of Company's assets exceeds UZS 1 bln for the implementation of internal control.


The Law provides for the following exclusive authorities of the General Meeting. These authorities cannot be vested to the Supervisory Board of the Company or its General Director.

Exclusive competences Number of votes necessary to make decisions
Unanimously 2/3 votes Simple majority
Approving monetary assessment of in-kind contributions to the Charter Fund by the Participants and/or third parties;
Inserting, amending or repealing provisions on shareholding limits or proportionality of shareholdings;
Increasing the charter capital by additional contributions of participants or acceptance of a third party;
Inserting, amending or repealing provisions on disproportional use of pre-emptive right in the case of a sale of share;
Selling shares of withdrawn participants held by the Company;
Taking decisions on establishing other legal entities, representative offices and branches.
Defining the main directions of Company's activities, as well as taking decisions on participation of the Company in other associations of commercial organizations;
Increasing of the charter capital in cases other that stated above.
Amending the foundation documents;
Appointment and dismissal of members of the revision commission (in case it is decided to form the revision commission of the Company);
Appointment and dismissal of members of the Supervisory Board;
Approval of annual reports and annual balance sheets;
Taking decisions on distribution of net profit of the Company among the Participants;
Approval of documents regulating the activity of the bodies of the Company;
Taking decisions on audit of the Company, selection of an auditor and setting limits of payment for its services;
Taking decisions on establishing other legal entities, representative offices and branches;
Taking decisions on reorganization and liquidation of the Company;
Appointment of a liquidator and approval of liquidation balance sheets;
Taking decisions on entering into large transactions the total cost of which exceeds 25% (or 50% if the Supervisory Board is established) of Company's assets;
Approval of transactions exceeding 5% (five percent) of Company's assets in which some Participants of the Company, members of Supervisory Board, and/or the members of the Executive Body are considered to be interested parties;
Limiting the maximum amount of shares that a Participant may own as well as making decision on changing the ratio of shares of Participants;
Making decisions on giving its consent to a Participant to pledge its share in the Charter Fund to third parties;
Making decision on the procedure for the use of preliminary right to purchase Shares proposed to third parties by the remaining Participants not pro rata their Shares in the Charter Fund;
Decision on paying out the real values of the Participant's Share to which the recourse is being taken to the creditors of the Participant, by the other Participants;
Taking decisions on other issues as provided by the Constitutional Documents and the Applicable Laws.


The Supervisory Board is established and members of the Supervisory Board are elected by the General Meeting. Provided that the Supervisory Board is established at the Company, its competences may embrace the following:

  1. appointment and dismissal of the Executive Body;
  2. establishment of Internal Audit Service and hearing of its reports;
  3. consideration of the issues to be proposed to the General Meeting;
  4. approval of transactions not exceeding 5% of the Company's assets in which some Participants of the Company, members of Supervisory Board, and/or the members of the Executive Body are considered to be interested parties;
  5. taking decisions on entering into a large transaction, the total cost of which exceeds 25% (twenty five percent), but not more than 50% (fifty percent) of Company's assets at the date of the proposed large transaction.

If the Supervisory Board is established, the manner of taking decision shall be provided for in the Company's Charter.


The Executive Body (whether it be the General Director or the Board of Directors) is responsible for day-to-day management of the Company. The following decisions are usually made by the Executive Body:

  1. carry out the day-to-day management of the Company; represent it in any contacts with other legal entities and individuals as well as with state authorities of the Republic of Uzbekistan within the country as well as abroad;
  2. act without special power-of-attorney on behalf of the Company and execute contracts and other transactions and assure their fulfillment;
  3. administer the property of the Company including cash funds, within the scope of authority, defined by this Charter, issue power-of-attorney for representing the Company;
  4. prepare annual budget and business plan to present for consideration to the Supervisory Board;
  5. develop the staff rules and staff roll;
  6. hire and dismiss employees of the Company, take measures in relation to incentives and penalties;
  7. issue orders and instructions;
  8. open bank accounts for the Company;
  9. prepare annual balance sheets, profit and loss reports for the approval by the General Meeting;
  10. prepare and make mid-year reports on the results of the activities of the Company for consideration of the Supervisory Board.

If the Board of Directors is established as the Executive Body, the manner of taking decision shall be provided for in the Company's Charter.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.