November 22, 2022

A number of requirements in the area of corporate relations are abolished

According to the Decree of the President of the Republic of Uzbekistan from 8.11.2022 № PP-415 “On measures to further improve the legal framework of corporate relations” from December 1, 2022 the following requirements regarding the activities of commercial organizations are canceled:

  1. Establishment of internal audit services in organizations:

1.1. limited liability companies (exclusion of LLC with 50 percent or more of the state’s share, with a book value of assets exceeding one hundred thousand-fold of the BRW);

1.2. joint-stock companies with the state share of 50 percent and more and state unitary enterprises, the book value of assets being less than one hundred thousandfold of the BRW;

  1. registration of the foundation agreement of an LLC;
  2. cancellation of notarization of powers of attorney for participation in general meetings issued to representatives of members of LLC
  3. establishment of a reserve fund for establishment of LLCs, not less than 15 per cent of their authorized capital

Since March 1, 2023 it is not allowed to create a legal entity in the form of a unitary enterprise or a company with additional liability.

The Ministry of Justice, along with the relevant ministries and departments, until March 1, 2023, to approve a plan of organizational measures, which provides for the completion of the processes of changing the organizational and legal form of legal entities operating in the form of a unitary enterprise or a company with additional liability.

From April 1, 2023 in order to protect the rights of participants (shareholders) and creditors of business companies to establish a procedure according to which:

-non-deferred contributions to the authorized capital of LLCs worth more than ten thousandths of the BRV shall be evaluated by an appraisal organization and may not exceed the appraised value;

-In case of reorganization of legal entities and change of legal organizational form, the rights and obligations of enterprises are considered transferred to the reorganized legal entity, regardless of the indication of this in the transfer act.

As of March 1, 2023, the state securities market regulatory authority shall publish in the mass media or on its official website information on the following facts within two working days from the date of their occurrence:

-state registration of a securities issue, its suspension, recognition as failed or invalid;

-Issuance, suspension, termination, cancellation of the license for professional activities on the securities market;

-Issuance of a qualification certificate for the right to carry out transactions with securities, to provide services or perform works on the securities market.

From July 1, 2023, information on establishment of branches, representative offices and formation of authorized fund (authorized capital), as well as initiation of insolvency proceedings of a business company shall be published on the Unified Portal of Interactive Government Services.

Starting from January 1, 2023 minutes of the Supervisory Board and the general meeting of participants (shareholders) of business entities (the state share in the statutory fund is 50 percent or more) shall be posted in the information system “Davlat mulki” of the State Assets Management Agency within ten days after their registration.

The Supreme Court together with the Ministry of Justice and the Ministry of Finance:

-Monthly post on the official website of the Supreme Court, in the National Legislation Database of the Republic of Uzbekistan and social media court decisions on the result of corporate disputes in impersonal form;

-Quarterly organize seminars and round tables on disputes arising from corporate relations, as well as the practice of their resolution with the participation of judges and representatives of business companies.