LLC in Uzbekistan: registration, governance and taxes

An LLC is a legal entity (Article 3 of the LLC Law) whose capital is divided into shares. It may have up to 50 members (Article 8 of the LLC Law). As a rule, they are not liable (Article 4 of the LLC Law) for company debts and risk the value of their contributions.

In brief:

• An LLC may be formed by one person or several members; the maximum is 50 members (Article 8 of the LLC Law).
• There is no general minimum capital, but each contribution must be paid in full within one year (Article 15 of the LLC Law); licensing requirements may set a special minimum.
• The general meeting (Article 30 of the LLC Law) is the highest governing body, while the director manages day-to-day operations and acts without a power of attorney.
• The charter is the member’s principal working document: it sets the shares, governing bodies, voting rules, exit terms, share transfers and access to information.

Updated: 04 September 2026

What an LLC means in practical terms

A limited liability company is an independent commercial organization. It owns separate property and has its own balance sheet; it enters into contracts, acquires rights, assumes obligations, litigates and answers to creditors in its own name. It becomes a legal entity upon state registration.

An LLC may carry on any activity not prohibited by law, including an activity not specified in its foundation documents. An activity subject to a special regime may begin only after obtaining the relevant licence or permit (Article 3 of the LLC Law) or filing the required notice.

This article explains the LLC as a corporate form, not sector-specific approvals. The article on licences, permits and notifications explains which procedure applies to a particular activity and when it must be completed.

Limited liability does not make debts disappear. The company itself is liable with all its property. A member who has not paid a contribution in full is jointly liable up to the unpaid amount; further liability may arise where culpable conduct causes the company’s insolvency.

Who may be a member of an LLC

Individuals and legal entities may be members. One person may form an LLC, and an existing LLC may later have a sole member. As a rule, however, another single-member company cannot be its sole member. The Law makes a separate exception for a joint-stock company with a sole shareholder.

Membership is capped at 50 members (Article 8 of the LLC Law). If that limit is exceeded, the LLC must convert into a joint-stock company or a production cooperative, or reduce the number of members, within one year. Otherwise, the registration authority may seek its liquidation in court.

A foreign investor may also establish an enterprise (Article 51 of the Investment Law) with foreign investment.

Rights and duties of LLC members

A member may participate in management, obtain information about the company and its financial statements, share in profit, transfer a share, withdraw from the company, and receive residual property after creditors have been paid. The Law also permits members to enter into a corporate agreement (Article 9 of the LLC Law) governing how they exercise their rights.

Members must make contributions on time (Article 10 of the LLC Law), notify the company of changes to their postal address, telephone number and email address, and preserve confidential information. Legislation and the foundation documents may impose additional duties.

A member has access to core corporate records. The LLC keeps its foundation and registration documents, evidence of title to property, regulations governing subdivisions, minutes of its bodies, and auditor and internal-control reports at a place known and accessible to members. Confidential records may be released after a confidentiality agreement (Article 54 of the LLC Law) has been signed.

If a member seriously breaches charter duties or obstructs the company’s normal operation, members holding an aggregate share of at least 10% (Article 9 of the LLC Law) may seek that member’s expulsion in court. A general meeting decision that breaches the law or charter and infringes a member’s rights may be challenged within two months (Article 45 of the LLC Law) by a member who did not vote or voted against it.

How to register an LLC

Formation starts with a decision by the sole founder or a founders’ meeting. They determine the name, location and capital, approve the charter, appoint the executive body, and unanimously confirm the monetary value of non-cash contributions. Before registration, the founders are jointly liable (Article 11 of the LLC Law) for formation-related obligations; the company assumes those obligations after approval by the general meeting.

A sole founder needs only a charter. Several founders need both a charter and a foundation agreement; if they conflict, the charter prevails (Article 12 of the LLC Law) for members and third parties. The foundation agreement (Article 13 of the LLC Law) is not registered, but it sets the membership, shares, contributions, liability for failure to contribute, distribution of profit and losses, governing bodies, withdrawal and admission of new persons.

The charter contains mandatory information (Article 14 of the LLC Law):

• the full and abbreviated company name;
• the objects of the company and its postal address;
• the composition and powers of the governing bodies, the decision-making procedure, and matters requiring unanimity or an increased majority;
• the capital and the amount and nominal value of each member’s share;
• the members’ rights and duties and the consequences of withdrawal;
• the procedure for transferring a share to another person;
• the rules for keeping records and providing information;
• information on representative offices, branches, subsidiaries and dependent companies.

The registration system requires foundation documents in the state language; formation through reorganization also requires a transfer deed or a separation balance sheet. The applicant may use a model form or its own document complying with the law. The full company name (Article 5 of the LLC Law) must contain the words “limited liability company”, and the company must maintain a postal address and notify the registration authority of a change.

Example. At the current BRV, filing through a Public Services Centre costs 440.000 soums. Direct online filing costs 90% of that amount: 440.000 × 0.9 = 396.000 soums. Payment-system commissions and document-preparation expenses are not included.

An LLC may have a seal, but a seal is not required for state registration or business operations. The distinction matters: the right to make a seal does not create a duty to submit one to the registration authority.

This section covers only the steps needed to understand the LLC’s status. The step-by-step article on business registration and re-registration explains filing methods, request forms, refusal grounds and changes that require re-registration.

Charter capital and contributions

Charter capital equals the aggregate nominal value of the shares stated in the charter. There is no generally applicable mandatory minimum for an ordinary LLC; licensing requirements may set a minimum for a particular activity. The actual value of a share is the portion of the company’s net assets proportional to the member’s share.

Contributions may consist of (Article 16 of the LLC Law) money, securities, things, property rights and other rights having monetary value. Members unanimously confirm the value of a non-cash contribution. If a non-cash contribution exceeds 4.400.000.000 soums (Article 15 of the LLC Law), an appraisal organization must value it and the agreed amount cannot exceed the appraised value.

Each member must pay its contribution in full within the period set by the foundation documents, but no later than one year after registration. Capital may be increased only after it has been paid in full; as a general rule, the decision requires at least two thirds (Article 17 of the LLC Law) of all votes. Sources include company property, additional contributions, contributions from admitted third parties and retained profit.

An increase funded from company property or retained profit must be based on the prior year’s financial statements confirmed by an external audit opinion. The increase is capped at the difference between net assets and the aggregate charter and reserve funds. The nominal value of all shares rises proportionately, while their percentage relationship does not change (Article 18 of the LLC Law).

If the capital is not fully paid within one year, the company must declare a reduction to the amount actually paid and register it, or resolve to liquidate. If net assets fall below the capital after the second or a later financial year, the capital must be reduced to the permitted level. A creditor has 30 days (Article 20 of the LLC Law) from learning of the reduction to demand early performance or termination of its obligation and compensation for losses.

How an LLC is governed

The general meeting of members is the LLC’s highest body. The charter may establish a supervisory board. Day-to-day operations are managed by a sole executive body, the director, or a collegial executive body; it reports to the general meeting and, where the charter so provides, the supervisory board.

The general meeting’s exclusive powers (Article 31 of the LLC Law) include, among other matters, strategy, amendments to capital and foundation documents, appointment and removal of governing bodies, approval of financial statements, profit distribution, audit, creation of other legal entities and subdivisions, reorganization and liquidation.

As a general rule, a member must receive 30 days’ notice (Article 34 of the LLC Law) of a meeting. Agenda proposals are submitted at least 15 days before the meeting, and changes to the agenda are notified at least 10 days before it; the charter may set shorter periods. Votes are usually proportional (Article 35 of the LLC Law) to shares, while specified matters require at least two thirds of all votes or unanimity and the remainder require a majority.

Written resolutions are permitted (Article 37 of the LLC Law) if the communication method ensures authenticity and documentary confirmation. The Law and the charter determine which matters and procedures apply. A sole member decides matters individually and records them in writing (Article 38 of the LLC Law).

The chair and secretary must sign meeting minutes within three days (Article 36 of the LLC Law), and an extract must be sent to members within five working days. Any member, the supervisory board or the inspector may request an extraordinary meeting; the director considers the request within three days, and an approved meeting must be held within 45 days (Article 33 of the LLC Law).

The company may engage an external auditor by general meeting decision. If a member requests the audit, that member initially pays for it, although the meeting may reimburse the expense from company funds. The audit organization must be independent of the company (Article 53 of the LLC Law) and its related bodies and members.

Sale, inheritance and withdrawal of a member’s share

A member may transfer the paid portion of a share to another member; consent is unnecessary unless the charter provides otherwise. A transfer to a third party is possible if the charter does not prohibit it. The transaction is made in simple written form unless the charter requires notarization. Title to the share passes when an entry is made in the Register (Article 21 of the LLC Law); failure to comply with the form or registration requirement invalidates the transaction.

When a share is sold to a third party, the other members have a pre-emptive right, normally in proportion to their shares. If they do not exercise it, the company may have the next right where the charter so provides. The general period is one month after notice unless the charter or a members’ agreement sets another period. If the pre-emptive right is breached, a member or the company may seek transfer of the buyer’s rights in court within three months (Article 21 of the LLC Law).

A share passes to an individual member’s heir or a legal-entity member’s successor. The charter may require the consent of the other members. If consent is refused, or the charter prohibits third-party transfers and the other members do not buy the share, the company acquires it in the circumstances provided by law and pays the actual value based on the latest financial statements within one year (Article 23 of the LLC Law), unless the charter sets a shorter period.

A share acquired by the company must be distributed among the members, sold or cancelled with a capital reduction within one year. Documents registering the related amendments must be filed within one month (Article 24 of the LLC Law). A court may enforce a member’s personal debt against the share only if other property is insufficient; if the company or members do not pay the share value to the creditor within three months, it is sold at auction (Article 25 of the LLC Law).

A pledge of a share (Article 22 of the LLC Law) to a third party is possible with the company’s consent and a general meeting decision if the charter does not prohibit it. The pledging member’s vote is disregarded. The Law gives a member the right to withdraw regardless of the others’ consent, but the procedure and consequences must comply with the Law and the foundation documents (Article 9 of the LLC Law).

A new rule protects minority members when control changes. A person who first acquires 50% or more (Article 21 of the LLC Law) must, within 15 days, offer to buy the remaining members’ shares at market value. If a member gives written consent within 30 days, the controlling member must purchase the offered share.

Major and affiliated-party transactions

A transaction, or several related transactions, involving property worth more than 25% (Article 50 of the LLC Law) of net assets under the latest financial statements is a major transaction unless the charter sets a higher threshold. Transactions in the ordinary course of business are excluded. The general meeting approves the transaction; the charter may assign transactions in the 25% to 50% range to the supervisory board.

Example. The LLC’s latest financial statements show net assets of 800,000,000 soums. The statutory major-transaction threshold is 800,000,000 × 25% = 200,000,000 soums. A sale of equipment for 220,000,000 soums exceeds it if the sale is outside the ordinary course and the charter has not set a higher threshold.

A separate regime applies when a member holding 20% of the votes (Article 49 of the LLC Law) or more, a supervisory-board member, the director or a collegial executive-body member is interested in the transaction. The interested person discloses the relationship, and disinterested members make the decision. A transaction completed in breach of the procedure may be invalidated by a court.

An affiliated person sends written notice identifying the parties, subject matter and material terms of the proposed transaction. The notice, decision, persons who made it and conflict-of-interest information form part of the annual report (Article 56 of the LLC Law). The executive body and internal audit service, if any, review the materials (Article 57 of the LLC Law) within three working days and record the result in minutes.

The supervisory board considers the transaction within 15 days (Article 58 of the LLC Law). The affiliated person may neither participate in the discussion nor vote. If the transaction value is at least 10% of net assets, a market appraisal of the property and review by an independent external auditor are mandatory. A member may request the documents; the executive body provides them within three working days (Article 59 of the LLC Law).

How an LLC distributes profit

The general meeting may distribute net profit quarterly, semi-annually or annually. Dividends are allocated in proportion to the shares, while the charter or meeting decision sets the payment procedure. The maximum payment period is 60 days (Article 26 of the LLC Law) after the decision.

A distribution decision cannot be made before the capital is fully paid and the actual value of a share has been paid in the cases required by law. Distribution is also barred if the company is insolvent or would become insolvent, or if net assets are or would become less than the aggregate capital and reserve fund. The same financial conditions are checked immediately before payment; once they cease, the company must pay the profit (Article 27 of the LLC Law) already distributed.

A reserve fund exists only if the charter provides for it. The charter sets the annual allocation, which cannot be less than 5% (Article 28 of the LLC Law) of net profit until the stated fund size is reached.

Example. If net profit is 200,000,000 soums and the charter requires the statutory minimum annual allocation, at least 200,000,000 × 5% = 10,000,000 soums goes to the reserve. The remaining 190,000,000 soums does not automatically become dividends: the general meeting separately approves the amount to distribute after checking the restrictions.

Liability of members and management

The basic division remains: the LLC is liable with all its property, and a member is exposed up to the contribution. An exception may apply if insolvency results from unlawful actions by the director, a collegial executive body, a supervisory-board member, a member or a trust manager entitled to give binding instructions. If company property is insufficient, a court may impose subsidiary liability (Article 4 of the LLC Law) on the responsible person.

Supervisory-board and executive-body members owe fiduciary duties (Article 44 of the LLC Law): they must act honestly in the company’s interests, refrain from using its property or business opportunities for personal purposes, avoid competing without consent, and preserve confidentiality. They compensate losses (Article 46 of the LLC Law) caused by culpable acts or breach of those duties; the company or a member may sue.

A majority member must not use decisive influence against the interests of the company and other members. If the member knowingly advances a decision for personal benefit and causes loss, that member is liable for it (Article 48 of the LLC Law). Liability therefore depends on the size of the share, actual conduct and the causal link to the loss.

This article does not cover insolvency proceedings or company closure. The article on liquidation and bankruptcy explains insolvency indicators, creditor procedures and termination of an LLC; it becomes relevant when the company can no longer meet its obligations normally.

Which taxes an LLC pays

The tax regime depends on income, business activity and special conditions. From 1 June 2026, the income threshold for moving to the generally applicable regime is 5.280.000.000 soums, or 12,000 BRV. Remaining below the threshold does not automatically qualify a company for turnover tax: the Tax Code separately excludes specified activities and taxpayer categories.

For a turnover-tax payer outside the special categories, the general rate is 4% (Article 467 of the Tax Code). Under the generally applicable regime, the general corporate income-tax rate for other taxpayers is 15% (Article 337 of the Tax Code), and the general value added tax (VAT) rate is 12% (Article 258 of the Tax Code), unless special rules provide otherwise.

Example. Assume the LLC is eligible for turnover tax and has taxable aggregate income of 400,000,000 soums for the period. At the general rate, the calculation is 400,000,000 × 4% = 16,000,000 soums. This example does not include social, property, land or other taxes that depend on employees, assets and transactions.

Taxes are shown here only as a subsequent operating regime for an LLC. The separate articles on corporate income tax and VAT explain the tax base, reporting, input credit and special rates; consult them after choosing the regime.

What changed in 2025–2026

• Resolution PP-268 of 5 September 2025 linked specified cases of admission and removal of a member to the underlying act or event, and required the company to notify the other members and re-register the membership change within 30 days.
• Law ZRU-1137 of 21 April 2026 took effect on 22 July 2026. It replaced former Law No. 310-II, which ceased to have effect (Article 68 of the LLC Law), and enacted the current rules on governance, shares, fiduciary duties and affiliated-party transactions.
• Decree UP-100 of 26 May 2026 set the income threshold for moving to the generally applicable tax regime at 12,000 BRV from 1 June 2026.

Before buying a share or making a corporate decision, use the current Law ZRU-1137 rather than the former Law No. 310-II, and compare the documents with the current share entry in the Unified State Register of Business Entities.

What a member should check in the LLC charter

The charter turns the Law’s general provisions into the operating rules of a particular LLC. Before contributing capital, purchasing a share or appointing a director, a member should compare the charter with the Register and with the owners’ actual arrangements.

Check the amount and payment status of every share; any prohibition or consent requirement for third-party transfers; notarization requirements; pre-emption periods; withdrawal and payment of actual value; the powers of the supervisory board and director; enhanced voting thresholds; notice and written-vote procedures; major and affiliated-party transaction rules; and access to statements and records. These provisions determine whether a member can exercise the rights conferred by law (Article 9 of the LLC Law) without a corporate dispute.

Frequently asked questions

What does LLC mean in simple terms?

LLC means limited liability company: a separate legal entity whose property is distinct from that of its members. It enters into contracts and answers for debts in its own name. As a rule, a member does not pay company debts from personal property and risks the contribution’s value, but exceptions may apply to an unpaid contribution or culpable conduct that causes insolvency.

Can an LLC have one founder?

Yes. A sole founder independently decides to form the company, approves the charter and appoints the executive body. No foundation agreement is needed. The sole member decides matters within the general meeting’s powers individually and records the decisions in writing. The ownership-structure restriction remains: as a rule, another company that itself has one member cannot be the LLC’s sole member.

Is there a minimum charter capital for an LLC?

The Law sets no generally applicable minimum for an ordinary LLC. The charter determines the amount. A licensed activity may, however, carry a specific minimum-capital requirement. Each member must pay its contribution in full within one year after registration, and a non-cash contribution worth more than 10,000 BRV requires an appraisal by an appraisal organization.

Is a seal required to register an LLC?

No. The Law permits an LLC to have a seal, but the registration rules expressly state that making a seal, stamp or design is not required for state registration or business operations. The charter or internal processes may therefore provide for a seal, but the registration authority should not treat it as a condition for forming the LLC.

How is an LLC share sold to a third party?

First check the charter: it may prohibit third-party transfers or require consent or notarization. Then give the company and members written notice of the price and terms so they can exercise their pre-emptive right. Once the procedure is complete, execute the transaction; the buyer’s title arises when the entry is made in the Register. Breach of form or registration invalidates the transaction.

When does an LLC member receive dividends?

The general meeting first resolves to distribute net profit. It may do so quarterly, semi-annually or annually. The charter or resolution sets the procedure, but payment must be made within 60 days. Before the decision and again before payment, the company checks whether capital is fully paid, any actual share values remain payable, insolvency indicators exist, and net assets remain sufficient for the capital and reserve fund.