Company reorganization in Uzbekistan: steps and obligations

Reorganization changes a business structure while transferring rights and obligations to a successor. Owners must select a form, adopt resolutions, prepare documents, notify creditors, and register the result. Employees, taxes, licences, and competition approval require separate checks. The applicant pays 0.05% of revenue for that approval, subject to a floor of 3.080.000 and a cap of 440.000.000 soums.

In brief:

• the law provides five forms (Art. 49 CC): merger, absorption, division, spin-off, and transformation;
• an LLC must notify identified creditors and publish a notice within 30 days (Art. 60 of the LLC Law) after the resolution;
• the registration service itself usually takes up to 30 minutes (Appendix 3 to Resolution No. 66), but preparation, creditor periods, and approvals take longer;
• before filing, reconcile the resolutions, succession, creditors, permits, employment records, taxes, and accounting under one reorganization plan.

Updated: 05 September 2026

Forms and corporate decisions

What forms of reorganization are available

The form determines which companies cease to exist, which company continues, and how rights and obligations are allocated. A merger and transformation create a new legal entity; an absorption leaves the absorbing company in place; a division terminates the original company; and a spin-off leaves it operating. A separate succession rule (Art. 50 CC) applies to every form.

In a merger, absorption, or transformation, all rights and obligations transfer even if the transfer act does not list them. In a division or spin-off, allocation follows the separation balance sheet, so uncertainty in that document creates a risk of joint and several liability for the new companies.

Reorganization is not liquidation: liquidation terminates the business without succession. The separate guide to liquidation and bankruptcy applies when the business must cease rather than transfer to a new or continuing company.

Who decides on the reorganization

A voluntary reorganization is decided by the founders, participants, or a body authorized by the constitutional documents. Where legislation so provides, a state authority or court may order a division or spin-off; if the order is not implemented, the court may appoint a manager to carry it out.

For a limited liability company (LLC), reorganization is within the general meeting’s exclusive competence (Art. 31 of the LLC Law) and cannot be delegated to the supervisory board or executive body. The resolution requires unanimous approval (Art. 35 of the LLC Law), so the minutes must record every participant’s vote.

In a joint-stock company (JSC), the general meeting (Art. 92 of the JSC Law) also decides. Before convening it, review the charter, the rights attached to each class of shares, notice rules, and the matters that must appear on the agenda.

Procedure and transfer documents

How to reorganize a company step by step

The process begins with the future business model, not the filing. First identify the participating companies, successors, ownership, shares or participation interests, governing bodies, and allocation of assets, contracts, employees, and tax attributes. The model is then converted into corporate and accounting documents.

1. Conduct legal, tax, and accounting due diligence covering property, debts, security, litigation, employees, licences, permits, trademarks, and accounts.
2. Select the form and successors. For a division or spin-off, determine in advance which successor takes each obligation.
3. Prepare draft resolutions, a merger or absorption agreement, charters, and the transfer act or separation balance sheet.
4. Obtain resolutions from the competent body of every participating company and appoint persons responsible for publication, notices, and registration.
5. Publish the notice, notify identified creditors in writing, and process the claims received.
6. Obtain prior approvals if competition, licensing, or a sector-specific law requires them.
7. File for registration and, after the register entry, transfer accounting, employment files, contract records, and system access to the successor.

For an LLC merger, every company approves the agreement, the new company’s charter, and the transfer act (Art. 61 of the LLC Law), while a joint meeting elects the governing bodies. For an absorption, every company approves the agreement, the absorbed LLC approves the transfer act, and the joint meeting determines changes to the participants and interests in the absorbing LLC (Art. 62 of the LLC Law).

For a division, the resolution covers the procedure and terms, formation of new companies, and the separation balance sheet (Art. 63 of the LLC Law). In a spin-off, the original LLC remains in existence, but the meeting also approves the new companies, their documents, and the allocation of obligations (Art. 64 of the LLC Law).

For a transformation, the resolution sets the terms, conversion of participation interests into shares, interests, or units, the constitutional documents, and the transfer act. An LLC may transform into another commercial form (Art. 65 of the LLC Law) permitted by legislation.

How to prepare the transfer documents

The transfer act and separation balance sheet must cover every obligation owed to every creditor and debtor, including disputed obligations. The body that decided on reorganization approves the document and submits it with the constitutional documents. A missing document or succession provision is a ground for refusal (Art. 51 CC) of registration.

National Accounting Standard No. 23 requires the transfer documents to include financial statements (para. 11 of NAS No. 23), inventory records, primary documents, and detailed accounts receivable and payable. The schedule also records information about creditor notices.

The founders’ resolution determines the valuation method. The standard permits carrying amount, initial, residual, replacement, nominal, actual full production cost, actual direct cost, planned or standard cost, and market value (para. 16 of NAS No. 23). Apply one method consistently to the relevant asset category and reconcile it to the financial statements.

A supporting register is useful in practice: list each asset, carrying amount, encumbrance, contract, successor, primary record, and responsible person. For disputed debt, identify the dispute, accounting amount, court case or claim, and selected successor without waiting for the proceedings to end.

Creditors and registration

How to notify creditors

The general rule requires written notice to creditors. A creditor may demand termination or early performance of the obligation and compensation for loss. If the separation balance sheet does not identify the debtor, the new companies have joint and several liability (Art. 52 CC).

An LLC creditor has 30 days after receiving the notice or after publication to submit a demand. A separate JSC procedure requires the company to send written notices within 30 days (Art. 92 of the JSC Law) after the resolution; the creditor’s period then depends on the form.

Build one creditor register from the accounts, contracts, litigation, and security records. For each addressee retain the notice, dispatch date, proof of delivery, demand, response, and method of performance. Publication does not replace an individual letter to an identified creditor.

How to register the reorganization

Before filing, the company posts a notice on the Unified Portal; no printed publication is required. A JSC posts the information on the Unified Corporate Information Portal and its corporate website. This sequence (para. 28 of the Regulation) matters: publication precedes registration or re-registration.

The notice states the form and period of reorganization, resolution details, participating, new, continuing, and terminating companies, and the procedure and periods for creditor demands. Appendix 10 to the Regulation provides the full notice contents.

The application confirms that all identified creditors were notified and gives the publication link. For a JSC, the electronic form reflects its special publication channel. An inaccurate confirmation does not discharge the obligations owed to creditors.

The registration route depends on the form. A spin-off requires re-registration of the original company and registration of the new one; an absorption requires re-registration of the absorbing company and a termination entry for the absorbed company; a merger, division, and transformation require registration of new legal entities. An absorption and transformation require a transfer act, while a spin-off requires a separation balance sheet. These documents and routes are set by the Registration Regulation.

The 30-minute period concerns the service after a complete file is ready. Changes to capital and participation interests take up to 16 business hours, or up to two hours under the accelerated procedure. A project calendar must also allow for corporate meetings, 30-day or 60-day creditor periods, and prior approvals.

Grounds relevant to an ordinary company include incomplete payment, filing with the wrong authority, an incomplete set, a resolution by an unauthorized body, an impermissible form, and non-compliance with capital requirements. The Regulation contains the complete exhaustive list; commercial undesirability of the reorganization is not one of them.

This article addresses the features of reorganization. The general business registration guide explains electronic filing, registration data, and the system itself; use it to verify the application form and subsequent re-registration.

Contracts, employees and accounting

What happens to contracts, licences, and trademarks

Contract rights and obligations pass by universal succession, but operational work remains. Send counterparties the successor’s details, comply with contractual notice clauses, replace bank and payment information, transfer originals, and grant access to electronic files. Analyse any change-of-control provision separately from legal succession itself.

A licence does not always follow the company automatically. After a transformation, the successor applies for reissue within five business days (Art. 30 of the Licensing Law) after re-registration. Following a merger, reissue is available if all participants held a licence for the same activity. Filing through the registrar is free; a separate filing costs 50% of the original application-review fee.

Example. If the prescribed review fee for the original application under a specific licensing regime is UZS 2,000,000, a separate reissue costs 2,000,000 × 50% = UZS 1,000,000. Through the registrar this fee is zero. The original fee rate must be taken from the rules for the particular licence.

When a legal entity terminates because of reorganization, its licence or permit is generally cancelled (Art. 33 of the Licensing Law). The exceptions cover a transformation and a merger where all resulting companies held the same licence for the same activity. A sector law may require additional consent before the corporate resolution.

On a merger, a trademark passes to the new company; on an absorption, to the absorbing company; and on a division, to the successor receiving the related production. If the former owner retains part of the production, the two companies may become co-owners by an agreement registered with the Ministry of Justice. This special succession (Art. 31 of the Trademark Law) should appear in the transfer documents.

What happens to employees

Reorganization does not by itself terminate employment contracts. Individual employment continues with the employee’s consent; refusal to continue allows termination with severance pay. The Labour Code distinguishes this from dismissal at the employer’s initiative and expressly provides for continued employment (Art. 156 LC).

The collective agreement remains effective during the reorganization. Within one month after completion, either party to collective bargaining may propose revising or retaining it. This one-month window (Art. 73 LC) does not cancel existing terms automatically.

If an employee refuses to continue specifically because of reorganization, the employer pays severance. The statutory minimum depends on service with that employer and is a percentage of average pay (Art. 173 LC):

• less than three years — 50%;
• three to five years — 75%;
• five to ten years — 100%;
• ten to fifteen years — 150%;
• more than fifteen years — 200%.

A collective agreement, local act, or employment contract may increase these amounts at the employer’s cost. Redundancies after reorganization are a separate procedure with their own ground, notice, and payments; they cannot be replaced by a reference to reorganization itself.

Example. An employee with eight years of service and average monthly pay of UZS 6,000,000 refuses to continue after reorganization. The minimum severance is 6,000,000 × 100% = UZS 6,000,000. With more than fifteen years of service on the same base, the minimum would be 6,000,000 × 200% = UZS 12,000,000.

How tax and accounting transfer

A tax obligation does not disappear on reorganization. The successor performs it even if it did not know about the breach before completion; tax debt, penalties, and fines imposed earlier transfer, and payment deadlines do not restart. On a division, debt is allocated under the balance sheet, but a court may impose joint and several liability where allocation is unclear or designed to avoid tax. These consequences form part of tax succession (Art. 92 TC).

An overpayment is first offset against debt within one month after completion. If there is no debt, the successor applies for a refund and the amount is distributed under the transfer documents. The duty to retain tax records also passes to the successor (Art. 79 TC), so delivery of the archive should be included in the closing certificate.

VAT not yet credited transfers to a successor that is a VAT payer and holds the invoices. If the successor is not a VAT payer, the reorganizing company adjusts the VAT previously credited. Article 276 TC establishes this VAT treatment.

On a division or spin-off, tax losses are allocated in proportion to the value of transferred assets in the total asset value as at the day before the separation balance sheet. Losses transferred in this way cannot be transferred again in a later reorganization. Article 334 TC contains this loss-allocation rule.

A terminating company prepares final financial statements (para. 20 of NAS No. 23) for the day before the register entry. If the transfer date differs from the register date, it prepares separate statements (para. 23 of NAS No. 23) for the intervening period. The new company prepares opening statements (para. 26 of NAS No. 23) on registration from the transfer documents and the terminating company’s final statements.

Approvals and company-specific rules

When prior competition approval is required

Before a merger or absorption, test the economic-concentration thresholds. Prior approval is required if the assets or revenue of at least one party for the previous calendar year exceed 250,000 base calculation units (BRV), currently shown as 110.000.000.000 soums, or the parties’ combined assets or revenue exceed 500,000 BRV, shown as 220.000.000.000 soums. A transformation with no change in charter capital is in the exemption list (Art. 26 of the Competition Law).

Example. The first company has assets of 114.400.000.000 soums and the second has 35.200.000.000 soums. Although their combined amount is below 220.000.000.000 soums, the first company exceeds the individual 110.000.000.000 threshold, so prior approval is required before the merger.

A key but non-exhaustive set includes the application, activity and product data, financial and statistical statements for two years, the group structure, and details of beneficial owners controlling more than 25%. Ordinary review takes up to 30 calendar days and may be extended by no more than two months if competition may be restricted. The complete document list (Art. 27 of the Competition Law) applies to every participating party.

The applicant pays an approval fee equal to 0.05% of the parties’ revenue for the previous calendar year or, if there is no revenue, their balance-sheet assets. Since 1 August 2022, the minimum is seven BRV, or 3.080.000 soums, and the maximum is 1,000 BRV, or 440.000.000 soums. Resolution PP-4126 of 24 January 2019 sets the formula.

Example. With combined revenue of UZS 20,000,000,000, the calculation is 20,000,000,000 × 0.05% = UZS 10,000,000. That is above 3.080.000 soums and below 440.000.000 soums, so the fee is UZS 10,000,000.

A state-owned company or its affiliate requires prior approval under a separate rule. The authority decides within two months (Art. 25 of the Competition Law), and approval remains valid for one year. Run this check independently from the general thresholds for private economic concentration.

Reorganization without required approval attracts financial sanctions: 440.000.000 soums for a merger or absorption, 44.000.000 soums for reorganization of a state-owned company, and 22.000.000 soums for failure to provide information. The Competition Law (Art. 42) sets these amounts. A first low-impact breach may lead to a warning, and the sanction is normally imposed judicially unless the offender admits it and pays voluntarily.

Example. At the current BRV, the sanction for a private merger without required approval is 1,000 × UZS 440,000 = 440.000.000 soums. For a state-owned company it is 100 × 440,000 = 44.000.000 soums, and for failure to provide information it is 50 × 440,000 = 22.000.000 soums.

If other measures against a company holding a dominant position have failed, a court may order a division or spin-off. This requires all three conditions: organizational and territorial separability, no close technological link, and the ability of the new companies to operate independently. These are three cumulative conditions (Art. 28 of the Competition Law), not the ordinary voluntary route.

How the LLC and JSC rules differ

For an LLC, the central issues are unanimity and the contractual arrangement of participation interests. A participant who was absent or voted against an unlawful resolution may challenge it within two months after learning or being expected to learn of it; for an attendee, time runs from the resolution date. This right to challenge (Art. 45 of the LLC Law) does not create an automatic right to sell the interest merely because the participant opposed reorganization.

A holder of voting shares in a JSC has a specific right to require repurchase of all or part of the shares if the shareholder voted against reorganization or was absent for a valid reason. The repurchase right (Art. 40 of the JSC Law) must be described in the meeting notice together with the price and demand procedure.

The demand is filed within 30 days after the resolution, after which the JSC purchases the shares from demanding shareholders within ten days. These two periods (Art. 41 of the JSC Law) run consecutively. The total repurchase amount cannot exceed 10% of net assets (Art. 41 of the JSC Law), except on a transformation.

Example. If a JSC’s net assets are UZS 10,000,000,000, the total repurchase limit is 10,000,000,000 × 10% = UZS 1,000,000,000. If demands exceed that amount, purchases are made proportionally to the demands; the limit does not apply to a transformation.

A JSC merger is restricted by legal form: it may merge with another JSC or an LLC, but not with a company in another form. Article 93 of the JSC Law establishes this combination restriction. Every participating company approves the agreement, transfer act, and new charter, while the joint meeting elects the governing bodies (Art. 93 of the JSC Law).

The separate guides to an LLC and a joint-stock company explain governance, capital, and owner rights in detail. Use them to prepare the meeting, charter, interests, or shares after selecting the reorganization form.

Changes and filing checks

What changed in 2025–2026

• Law ZRU-1137 of 21 April 2026 entered into force on 22 July 2026 and replaced the former LLC Law. Its Article 60 now governs LLC reorganization, updated creditor notices, and proof of notice for registration.
• Law ZRU-1137 of 21 April 2026 introduced unanimous approval of an LLC reorganization from 22 July 2026. Minutes should be prepared under the new Law rather than the numbering and wording of the superseded act.

What to check before filing

Before filing, assemble a control file and assign an owner to every item. It should contain:

• resolutions of every competent body and proof that meetings were properly convened;
• the merger or absorption agreement, charters, and transfer act or separation balance sheet;
• inventory, valuation, and schedules of debts, litigation, and tax attributes;
• the creditor register, publication, written-notice evidence, and results of demands;
• competition or sector approval where it is required before the transaction;
• a plan for licences, permits, trademarks, real estate, accounts, and electronic access;
• employee lists, consents or refusals, severance calculations, and transferred employment files;
• final, interim, and opening financial statements and a certificate transferring the tax and accounting archive.

The last review should answer the same question for every asset, debt, employee, and permit: who is the successor, which document proves it, and what action remains after the register entry? If no unambiguous answer is available, the filing set is not ready.

Frequently asked questions

Can a company with tax debt be reorganized?

Yes. The debt does not disappear and passes to the successor under the Tax Code. Payment periods do not restart, and penalties and fines imposed before completion also remain. A division allocates the debt under the separation balance sheet; where allocation is unclear or intended to avoid payment, a court may impose joint and several liability. Include the debt in the tax reconciliation and transfer documents before filing.

Is every creditor’s consent required for reorganization?

The general rule requires notice, not the consent of every creditor. Creditors receive a different remedy: they may demand termination or early performance and compensation for loss. For a company undergoing judicial rehabilitation, the Registration Regulation separately requires the consent of the creditors’ meeting or committee, so confirm the company’s status before approving the timetable.

Do contracts transfer to the successor automatically?

In a merger, absorption, or transformation, rights and obligations transfer by law regardless of how complete the transfer act is. In a division or spin-off, the separation balance sheet identifies the relevant successor. Practical notices to counterparties, updated details, and reviews of licence, admission, or change-of-control terms remain necessary. If an obligation is omitted from the balance sheet, the new companies may be jointly and severally liable to the creditor.

Can employees be dismissed merely because of reorganization?

No. Reorganization is not itself a ground for terminating employment; employment continues with the employee’s consent. If the employee refuses to continue because of reorganization, the contract ends on the special ground with severance. A later headcount or position reduction is a separate procedure requiring its own ground, notice, offer of suitable work, and statutory payments.

When is a reorganization complete?

For a merger, division, spin-off, and transformation, completion is generally tied to state registration of the new legal entities. For an absorption, completion occurs when the unified state register records termination of the absorbed company. Accounting, employment, and permit work still remains after that date: prepare the statements, transfer the archive, reissue licences, and update successor details with counterparties and special registers.