JSCs in Uzbekistan: registration, shares and governance

A joint-stock company (JSC) is a legal entity (Article 3 of the JSC Law) whose capital is divided into shares. There is no general minimum capital: the charter sets the amount, and it must be formed within one year (Article 17 of the JSC Law). A shareholder generally risks only the value of its shares (Article 4 of the JSC Law).

In brief:

• The law sets no general minimum charter capital; licensing requirements may impose a special minimum.
• A JSC issues ordinary and preference shares (Article 21 of the JSC Law), and the holder’s rights are recorded in a securities account and the shareholder register.
• The general meeting of shareholders (Article 58 of the JSC Law) is the highest governing body; a director or management board runs day-to-day operations.
• Before investing, a shareholder should check the charter, registered issue, securities-account statement, recent meetings, financial statements, dividend history and affiliate transactions.

Updated: 05 September 2026

Formation and share capital

What a joint-stock company is

A JSC is a commercial organization with separate property and independent liability. It enters into contracts and answers to creditors with its own property. A shareholder does not own the company’s assets: the share records corporate rights, and, as a general rule, the risk is limited to the value of the shareholder’s shares.

Exceptions must be checked separately. A shareholder that has not paid for its shares in full is jointly liable up to the unpaid amount. A controlling shareholder may bear subsidiary liability if it had the right to give binding instructions and knowingly used that right in a way that caused the company’s insolvency.

An individual or a legal entity may be a shareholder. The number of founders and shareholders is unlimited (Article 10 of the JSC Law). Foreign investors take part in forming a JSC under the general investment rules and special sector rules; separate regimes apply to banks, insurers, investment organizations and companies created through privatization.

An ordinary shareholder participates in governance and receives dividends and a share of the remaining property. A preference shareholder usually does not vote but receives special rights, including a vote on key changes (Article 28 of the JSC Law) affecting that class of shares.

How to form and register a JSC

Formation begins with a sole founder’s resolution or a foundation meeting. The founders are the individuals and legal entities (Article 11 of the JSC Law) that sign the foundation agreement. Before state registration, they are jointly liable for obligations arising from formation of the company.

The foundation meeting adopts the complete set of resolutions (Article 12 of the JSC Law):

• it forms the company and approves the charter;
• it approves contracts made during formation;
• it sets the procedure by which the founders pay for shares;
• it determines the types and number of shares to be issued;
• it elects the supervisory board and the audit commission or auditor;
• it forms the executive body.

With one founder, no meeting is held and the founder records the resolutions alone. The charter must contain the required information (Article 13 of the JSC Law): the name, postal and email addresses, business purposes, capital, number, nominal value and types of shares, and the structure and powers of the governing bodies. The charter may limit the maximum holding of one shareholder.

The charter and the other documents required under the general registration procedure are filed for registration. State registration of other forms of business takes no more than 30 minutes; the fee through a Public Services Centre is 440.000 sum, while an independent filing through the Single Portal of Interactive Public Services costs 90% of the in-person fee (Article 22-1 of the State Duty Law).

Example. At the current base calculation value (BCV), in-person registration costs 440.000 sum. An online filing costs 440.000 × 90% = 396.000 sum. This fee does not include the costs of preparing the charter, valuing property or issuing shares.

After registration, a JSC has a separate corporate stage to complete. Within three months (Article 14 of the JSC Law), the general meeting approves regulations for the meeting, supervisory board, executive body and internal control body. The company also documents the share issue, contracts with the Central Securities Depository and puts its corporate procedures in place.

This section covers the steps specific to a JSC. The general article on business registration explains filing, electronic identification, grounds for refusal and re-registration. Use it alongside the work on the charter and share issue.

Charter capital and the issue of shares

The charter states the capital amount. The law sets no general minimum for every JSC, although a licensed activity may require a special amount. The capital stated in the charter must be formed in full within one year after state registration.

Shares may be paid for with money, property or rights that have a monetary value. If the nominal value of shares paid for with non-monetary assets exceeds 88.000.000 sum (Article 31 of the JSC Law), a valuation organization must value the assets. The foundation document governs initial payment, while the issue resolution governs payment for additional shares.

Example. A founder transfers equipment worth 100,000,000 sum as payment for shares. The threshold is 440.000 × 200 = 88.000.000 sum. Because 100,000,000 sum is greater than 88.000.000 sum, a valuation organization must provide a monetary valuation for the contribution.

Capital may be increased by placing additional shares. Where additional shares are distributed from the company’s own capital, all shareholders receive them in proportion to the number of shares of the same type that they already hold. The issue resolution and the issue itself go through special state registration under securities-market rules.

For a cash placement of new shares, holders of voting shares receive a proportionate pre-emptive right (Article 35 of the JSC Law). The company publishes the offer within ten days after the issue is registered. The exercise period is 10 to 30 days (Article 36 of the JSC Law); until it ends, the shares cannot be placed with other persons, and the right itself cannot be assigned.

A share issue does not replace state registration of the legal entity. If the JSC’s activity requires an approval, the article on licences and permits helps identify the special capital, organizational-form and sector-document requirements before shares are placed.

Shareholders and governance

Shareholder rights

Shareholder rights arise and are confirmed through securities records. The law provides the rights to be included in the register, obtain a securities-account statement, receive dividends and a liquidation quota, take part in governance, receive accurate information, seek judicial protection and damages, and enter into a corporate agreement (Article 26 of the JSC Law).

The Central Securities Depository (Article 42 of the JSC Law) forms the shareholder register from the securities accounts. This register is used for meetings, dividends and other corporate actions. A JSC concludes a register-formation agreement within one month after registration, and shareholders keep their details current with the depository or investment intermediary.

A shareholder that voted against a resolution, or did not vote for a valid reason, may demand that its voting shares be purchased at market value upon a reorganization, share consolidation, major transaction or charter amendment restricting its rights. If a person acquires 50% or more of the shares (Article 40 of the JSC Law) for the first time, it must offer to purchase the other holders’ shares at market value within 30 days. A demand addressed to the company must be submitted within 30 days (Article 41 of the JSC Law), after which the company has ten days to purchase the shares.

A minority shareholder committee (Article 82 of the JSC Law) may operate as a collective-protection mechanism. It considers applications, helps prepare proposals on major and affiliate transactions, and may apply to the regulator, but it does not intervene in business operations.

How meetings and governance work

Powers are divided among the general meeting, the supervisory board and the executive body. The meeting amends the charter and capital, distributes profit, elects governing bodies, and decides on reorganization and liquidation. The supervisory board provides general oversight, while a director or management board runs day-to-day operations.

Notice of a meeting is published and emailed at least 21 days (Article 62 of the JSC Law), but no earlier than 30 days, before the meeting. The annual report, conclusions of the external auditor and internal control body, candidate information and draft charter amendments must be available to shareholders in advance.

The first meeting has a quorum if holders of more than 50% of the votes (Article 68 of the JSC Law) register; the threshold for a reconvened meeting is more than 40%. Voting follows the one share, one vote (Article 69 of the JSC Law) principle, except for cumulative voting to elect the supervisory board. Paper ballots and remote voting (Article 70 of the JSC Law) authenticated with a digital signature are permitted.

Resolutions are recorded in minutes. Two copies must be prepared within ten days (Article 73 of the JSC Law) after the meeting, stating the agenda, composition of the votes, results and adopted resolutions.

Dividends and transaction approvals

How dividends are paid

A dividend is a part of net profit (Article 48 of the JSC Law) distributed in proportion to the number and type of shares. Profit alone does not create a payment: the general meeting resolves on dividends based on the supervisory board’s recommendation and the financial statements where an audit opinion is available.

The resolution sets the amount, form, method, start date and end date of payment. The company sends notice by SMS and email within 15 days (Article 50 of the JSC Law) where the register contains contact details. Payment is made automatically through the Central Securities Depository or an investment intermediary within 60 days (Article 51 of the JSC Law). At a non-resident shareholder’s written request, the company converts the accrued dividend into a freely convertible currency.

If payment is culpably late, a penalty accrues at the Central Bank refinancing rate, capped at 50% of the unpaid amount (Article 53 of the JSC Law). For example, if dividend debt is 20,000,000 sum, the maximum penalty is 20,000,000 × 50% = 10,000,000 sum; the actual amount depends on the rate and the length of the delay.

The company may not declare or pay dividends while the initial capital is not fully paid, when it has signs of insolvency, or when net assets are below the sum of capital and the reserve fund. Once those circumstances end, the accrued dividends are paid (Article 54 of the JSC Law).

How major and affiliate transactions are approved

A major transaction is a transaction, or several related transactions, outside ordinary business with a value of more than 15% of net assets (Article 83 of the JSC Law). It includes a loan, credit facility, pledge, guarantee, and an acquisition or disposal of property; the placement of shares and other securities is excluded.

The supervisory board must unanimously approve a transaction worth 15% to 50% of net assets. The general meeting decides on a transaction exceeding 50%. Before the decision, an independent external audit organization reviews the terms with regard to a market valuation; failure to follow the procedure allows a court to invalidate the transaction (Article 84 of the JSC Law).

Example. A JSC has net assets of 10,000,000,000 sum. The major-transaction threshold is 10,000,000,000 × 15% = 1,500,000,000 sum. If outside ordinary business, an equipment purchase for 2,000,000,000 sum needs unanimous supervisory-board approval. A purchase for 5,500,000,000 sum, which exceeds 50%, is decided by the general meeting.

The executive body and internal audit service study a proposed affiliate transaction and draw up a record; the executive body has three working days (Article 87 of the JSC Law). The supervisory board decides within 15 days, and an interested person takes no part in the discussion or vote. A transaction equal to at least 10% of net assets (Article 88 of the JSC Law) requires an independent external audit of its terms and a market valuation.

A shareholder that objected to the approval or did not take part may challenge the transaction. The company supplies the requested documents within three working days. A holder of at least 5% of voting shares (Article 89 of the JSC Law) may appoint an auditor directly to examine possible violations.

Disclosure, liability and reorganization

What a JSC discloses and who audits it

A JSC keeps accounts and prepares reports under the general rules, but additional requirements apply. It publishes externally audited International Financial Reporting Standards (IFRS) financial statements two weeks before the meeting (Article 102 of the JSC Law).

Mandatory information is published on the Single Portal of Corporate Information. Use of the company’s own website for general disclosure is discretionary, although the specific meeting provision still includes it among the notice channels. An affiliate transaction must be disclosed within 72 hours (Article 106 of the JSC Law).

Securities-market rules set the deadlines: two weeks after the annual meeting for the annual report, one month after the reporting period for quarterly reports, and two working days for notice of a material fact. A shareholder has access to the charter, resolutions, reports and other corporate documents; the price of copies may not exceed the cost of production (Article 104 of the JSC Law) and delivery.

Every JSC undergoes a mandatory annual audit (Article 35 of the Audit Law). A copy of the audit report is filed with the tax authority within 15 days after the audit and no later than 15 June of the following year. If assets exceed 44.000.000.000 sum (Article 108 of the JSC Law), the company establishes an internal audit service reporting to the supervisory board.

Example. The internal-audit threshold is 440.000 × 100,000 = 44.000.000.000 sum. If balance-sheet assets are 50,000,000,000 sum, they exceed the current threshold of 44.000.000.000 sum, so the JSC must establish an internal audit service.

This article explains the JSC’s corporate obligation. The guide to financial statements describes the reports, filing periods and users; accounting teams can use it when preparing statements for the external audit and annual meeting.

Liability of shareholders and officers

Supervisory-board members, the director, management-board members and a trustee must act in the interests of the company. A shareholder or group holding at least 1% of the shares (Article 81 of the JSC Law) may bring a court claim requiring them to compensate the company for loss. A member of the body who did not vote or voted against the resolution is generally not liable for it.

A majority shareholder is a person holding more than 50% of the voting shares or having decisive influence compared with each other shareholder. It must not use resolutions against the interests of the company and other shareholders and is liable for harm (Article 28-1 of the JSC Law) caused by breach of that duty.

Officers may receive administrative fines for securities-market violations. Late disclosure carries 1.320.000–2.200.000 sum; an issue violation without investor loss carries 2.200.000–3.080.000 sum; a violation causing loss carries 3.080.000–4.400.000 sum; and a repeated serious violation carries 4.400.000–8.800.000 sum (Article 174-1 of the Administrative Liability Code).

Example. For late disclosure, the lower bound is 440.000 × 3 = 1.320.000 sum and the upper bound is 440.000 × 5 = 2.200.000 sum. The authority hearing the case sets the amount within that range in light of the circumstances.

Reorganization and liquidation of a JSC

A JSC may merge, be absorbed, divide, spin off or convert. The general meeting adopts the resolution. The company gives creditors written notice within 30 days (Article 92 of the JSC Law). A creditor may demand early performance and damages within 30 days in a merger, absorption or conversion, and within 60 days in a division or spin-off.

For a voluntary liquidation, the meeting appoints a liquidator, to whom the management powers pass. Creditors must have at least two months (Article 99 of the JSC Law) to submit claims. After settlement, the liquidation balance sheet is approved and state registration of the share issue is cancelled.

The remaining property is distributed in sequence: first, payments for shares subject to mandatory purchase; next, accrued dividends and the liquidation value of preference shares; then, distributions to ordinary shareholders. For a foreign investor, the company converts the liquidation distribution into foreign currency (Article 100 of the JSC Law).

Judicial insolvency and the full priority of creditor claims are outside this article. The guide to liquidation and bankruptcy explains insolvency indicators, court procedures and consequences for management; use it where the property is no longer enough for an ordinary settlement.

Changes and investor checks

What changed in 2025–2026

• Law No. ZRU-1070 of 23 June 2025, effective from 25 September 2025, clarified that in a bank resolution or liquidation the JSC Law applies only to the extent it does not conflict with special banking regulation.
• Law No. ZRU-1097 of 27 November 2025, effective from 28 February 2026, introduced the concept of a majority shareholder, its duty to consider the interests of the company and other shareholders, and liability for harm.
• Law No. ZRU-1097 of 27 November 2025, also effective from 28 February 2026, codified the fiduciary duties of the supervisory board, director, management board and trustee.
• Law No. ZRU-1158 of 13 July 2026, effective from 25 July 2026, permitted special rules for a JSC in a territory where a constitutional law establishes a special legal regime.

What a shareholder should check before investing

Before paying for shares, compare the charter, the issue resolution and the actual governance structure. Check the type, nominal value and payment status of the shares; issue registration; a current securities-account statement; any limit on one shareholder’s holding; membership of the supervisory board and executive body; corporate-agreement rules; and the timing and materials of the latest meeting.

Review the audited IFRS financial statements, net assets, dividend resolutions and arrears, major and affiliate transactions, material facts on the Single Portal of Corporate Information, litigation and sector licensing requirements. Together, these checks show the formal title to a share and the practical ability to vote, obtain information and receive dividends and liquidation value.

Frequently asked questions

How does a JSC differ from an LLC?

A JSC’s capital is divided into shares, and holders’ rights are recorded through the securities-account and register system. A JSC must register securities issues, disclose corporate information, apply IFRS and undergo an annual audit. An LLC’s capital is divided into participatory interests, and a transfer is governed by the LLC law and charter. For a project with numerous investors and tradable securities, a JSC provides dedicated infrastructure but requires more corporate procedures.

Is there a minimum charter capital for a JSC?

There is no general minimum for every JSC. The charter sets the amount, which must be formed within one year after state registration. A licensed sector may, however, set its own minimum; this is especially important for banking, insurance, payment, investment and other regulated activities. Check both the JSC Law and sector licensing requirements as of the date of formation or capital increase.

May a JSC have one shareholder?

Yes. A sole founder adopts the formation resolution alone, and no foundation meeting is held. If all ordinary shares belong to one shareholder, general meetings are likewise not held: that shareholder makes written resolutions on matters within their competence. An exception arises if preference shares acquire voting rights, in which case their holders’ rights and the applicable meeting rules must be observed.

When may a shareholder demand the purchase of shares?

The right arises for a holder of voting shares that voted against, or for a valid reason did not participate in voting on, a reorganization, consolidation, major transaction or charter amendment restricting its rights. The demand must be sent to the company within 30 days after the resolution, and the company makes the purchase during the next ten days at the price stated in the meeting notice and based on market value.

Where can share rights and JSC information be checked?

Rights to shares are confirmed through the securities account, while the Central Securities Depository forms the shareholder register for a particular corporate action. Mandatory disclosures are available on the Single Portal of Corporate Information and, for a listed company, the stock exchange website. A shareholder may request the charter, resolutions, reports and other documents open to it from the JSC; the company may charge only production and delivery costs for copies.