February 12, 2025

Amendments to the business structures of Uzbekistan

On February 7, 2025, the President of the Republic of Uzbekistan signed the Law on Amendments and Additions to the Laws of the Republic of Uzbekistan in Connection with the Further Improvement of the Legal Framework for Corporate Relations (the Law). This law will enter into force on May 8, 2025.

The Law’s main provisions include the termination of the forms of legal entities known as unitary enterprises and additional liability companies and the requirement for limited liability companies (LLCs) to register their founding agreement in the state register, streamlining the formation process for these entities.

Additionally, the legal status of corporate agreements and consortium agreements has been established. According to Article 7 paragraph 25 of the Law, corporate agreements are agreements made between the participants and shareholders of business entities to regulate their membership rights and obligations. Under the corporate contract, participants agree to exercise or refrain from their membership rights, including voting at meetings, managing the company collectively, and buying or selling shares under specified conditions. The parties must notify the company in writing about the contract within 15 days, without disclosing its contents.

In addition, the institution of simple partnership agreements has been renewed to consortium agreements. The law states that the union of legal entities through consortium contracts will not be regarded as a legal entity. The independence of legal entities in the consortium contracts is retained and they reserve the right to participate in other consortiums. It must be noted that participants of a consortium are prohibited from artificially inflating or reducing prices in the commodity market, including coordinating actions that violate the “Competition law”.