March 7, 2024

Options for the acquisition or transfer of shares in the authorized capital of the LLC.

A scheme describing the options and conditions for the acquisition or transfer of shares in the authorized capital of an LLC:

  Options for transfer of shares (participatory interests in LLC) LLC Law Clause Legal instrument Legal Action Value paid for shareholding Time limit for implementation
1.         Redemption of shareholding based on Call Option. Art 20 There is a mandatory requirement provided by the Law on limited liability companies (Law on LLC) that person who has become owner of 50 or more percent of a shareholding  in the charter fund (charter capital) of company, is obliged to offer the minority participants to sell him their shares at a market value, if before that the person did not own shares or owned less than 50 percent of the share in the charter fund (charter capital) of the company.  If within thirty (30) days the minority participant(s) have given the participant’s written consent to the sale of their shares, then the owner of 50 percent or more of the share is obliged to buy the offered share. Forceful share-purchase agreement.

The Buyer is the majority shareholder.

 Market value. Within thirty (30) days after acquisition of 50 or more percent of a shareholding.
2.         Voluntary share-purchase agreement. Art 22 A voluntary action. Voluntary share-purchase agreement.

The Buyer is one of the shareholders.

 Actual value, as explained below. No limitation.
3.         Withdrawal of shareholder from the company. Art 22 A voluntary action. Voluntary share-purchase agreement.

The Buyer is the Company.

 Actual value, as explained below. No limitation.
4.         Exclusion of participant from the company. Art 8 The company’s participants, whose shares in general comprise not less than ten percent (10%) of the company’s charter fund (charter capital), are liable to demand via the court exclusion of the company’s participant who severely violates his liabilities or due to his actions (inactions) makes the company’s activity impossible or considerably complicated.

The share of the company’s participant excluded from the company is transferred to the company.

 Actual value, determined on the basis of the company’s accounting data for the last period of report preceding the date of exclusion, or by approval of the excluded from the company participant to issue him an in kind property of the same value.

The actual value of the assets that are recorded in the company books shall be divided pro rata to the shareholdings (i.e. 90%-to-10%).

 No limitation.
5.         Judicial resolution of disputed matters. Legal action via the Economic court of Uzbekistan.   No limitation.