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Economy 12/02/2025 President approves amendments to corporate legislation

President approves amendments to corporate legislation

Tashkent, Uzbekistan (UzDaily.com) — On 7 February, President of Uzbekistan Shavkat Mirziyoyev approved amendments to the legislation governing corporate relations.

The head of state signed the law “On Amendments and Additions to Certain Legislative Acts of the Republic of Uzbekistan in Connection with the Further Improvement of the Legal Framework for Corporate Relations.”

The document introduces the concept of a corporate agreement into the Civil Code. This agreement, which can be concluded in writing between participants of a business entity, regulates the exercise of their membership rights, including voting at general meetings, coordinated management actions, and predetermined conditions for the acquisition or transfer of shares. However, such agreements cannot mandate voting in accordance with the company’s governing bodies or define the company’s structure and powers.

The law also establishes the concept of a consortium and its formation. A consortium may consist of two or more companies, and a legal entity may participate in multiple such associations. However, participants are prohibited from coordinating actions that violate the Law on Competition, such as artificially inflating or lowering prices.

Additionally, the legal form of a limited liability partnership (LLP) is abolished. For limited liability companies (LLCs), mandatory state registration of the founding agreement and its amendments is no longer required, although registration of the charter remains obligatory.

The amendments also clarify regulations on contributions to the charter capital of LLCs. If a non-cash contribution exceeds 10,000 base calculation values (3.75 billion soums), an independent valuation is required. The nominal value of such contributions cannot exceed the appraised amount.

Furthermore, the procedure for the transfer of rights and obligations in cases of mergers, acquisitions, and transformations of legal entities has been revised. Now, all rights and obligations will automatically transfer to the newly formed entity, regardless of whether they are explicitly listed in the transfer document.

The law will take effect three months after its signing, on 8 May.

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