Changes in LLC membership in Uzbekistan

A limited liability company (LLC) member may sell their interest or withdraw and receive its value; an heir may register a transfer or receive payment if required consent is refused. On a transfer, title passes through an entry in the Register (art. 21, LLC Law). The procedure below follows the LLC Law, registration regulations, Civil and Tax Codes, and related legislation.

At a glance:

• Before selling to an outside buyer, observe the members’ and company’s pre-emption rights; the usual waiting period is one month (art. 21, LLC Law).
• On withdrawal, the LLC pays: settlement is generally due within one year (art. 23, LLC Law), unless the charter sets a shorter period.
• For an individual tax resident, taxable income from a sale is taxed at 12% (art. 381, Tax Code); the taxable amount depends on acquisition documents.
• Sale, withdrawal and inheritance have different legal grounds: the route determines who pays, how the interest is valued and which registration documents are needed.

Updated: 16 September 2026

Selling an interest or withdrawing: the difference

On a sale, the member receives the agreed price from the buyer; on withdrawal, the company becomes responsible for payment. The word “founder” is often used after incorporation, but subsequent ownership changes are governed by the rules on members’ rights.

For an ordinary transfer, first check the charter: whether transfers to outsiders are prohibited, consent is required or notarisation is mandatory. The charter also sets the withdrawal procedure and consequences (art. 14, LLC Law). If a company with a sole member gains another member, the members must conclude a foundation agreement (art. 12, LLC Law).

The general structure of a company is explained in the article on LLCs. It covers management and members’ duties; this article addresses documents and payments when membership changes.

How to sell to another member or an outside buyer

An interest may be sold to an existing member without the others’ consent (art. 21, LLC Law), unless the charter provides otherwise. A sale to an outsider is permitted if the charter does not prohibit it. Until the capital contribution is fully paid, only the paid portion of the interest may be transferred.

The practical sequence for a sale is:

1. Reconcile the interest size, evidence of the capital contribution, charter restrictions and Register information.
2. For a sale to an outsider, send notices and complete the pre-emption procedure.
3. Sign an agreement specifying the interest, price, payment arrangements and each party’s registration responsibilities.
4. Notify the company in writing of the transfer and supply the supporting document.
5. Submit the re-registration documents and obtain an extract showing the new membership.

The usual contract form is a simple written agreement (art. 21, LLC Law); notarisation is required if the charter says so. Failure to observe the prescribed form or registration procedure may result in the transaction being declared invalid. Signing, payment and the Register entry are therefore separate steps whose timing must be coordinated.

The law links the transfer of title to an entry in the Register (art. 21, LLC Law), formally the Unified State Register of Business Entities. The same article requires written notice to the company and links the purchaser’s exercise of membership rights and duties to that notice. A completed transfer needs both registration and notification; signing the agreement alone is insufficient.

How pre-emption rights work

Members have priority over an outside buyer; if they do not exercise their right, the company comes next (art. 21, LLC Law). An exception applies to public auctions of state-owned interests where the charter provides for that procedure.

The seller must notify the company and other members in writing of the price and other terms. The charter may provide for notices to be circulated through the company. A member wishing to buy must notify the seller within seven days (art. 21, LLC Law), specifying whether they want the whole interest or a particular portion. This is the member’s response period, not automatic permission to sell to an outsider the following day.

If the combined offers do not exceed the interest for sale, each member purchases the portion requested. If demand exceeds it, allocation is proportionate to existing interests (art. 21, LLC Law), unless the charter or members’ agreement establishes another arrangement. Any remainder may be transferred to an outsider if no additional member offers arrive before disposal.

A sale to an outsider is allowed once pre-emption rights remain unexercised for one month (art. 21, LLC Law) from the notice, unless the charter or members’ agreement sets another period. The price and terms must match those disclosed to the company and members. If those terms change, the earlier notice no longer demonstrates compliance for the new transaction. The pre-emption right itself cannot be assigned.

What changes when a controlling interest is acquired

A purchaser who previously held no interest or less than half the capital and becomes the owner of 50% or more (art. 21, LLC Law) must, within fifteen days, offer to buy minority members’ interests at market value. The state is exempt; the charter may provide for the offer to be sent through the company.

If a minority member agrees in writing within thirty days (art. 21, LLC Law), the new controlling owner must purchase the interest offered. This is a separate duty triggered by reaching the threshold and must be considered when funding an acquisition. It does not replace pre-emption rights in the initial sale.

How to withdraw and receive the value of an interest

A member may withdraw regardless of the others’ consent (art. 9, LLC Law), following the law and foundation documents. To document the process, prepare a withdrawal notice to the company, retain evidence of receipt and record the withdrawal ground and date for valuation and registration. Check the charter procedure before submitting the notice.

The withdrawing member’s interest passes to the company (art. 23, LLC Law). The company pays its actual value based on the accounting statements for the last reporting period before withdrawal. Property of equivalent value may replace cash only with the recipient’s consent; the member does not automatically recover the particular asset originally contributed to capital.

Actual value corresponds to the proportionate net asset value (art. 15, LLC Law). The nominal amount in the charter, the agreed sale price and the withdrawal valuation may differ. The balance sheet and net asset calculation support verification of the amount; payment documents demonstrate settlement.

Example. Assume net assets in the relevant statements are UZS 600,000,000, the member holds 25% and the company’s capital is UZS 200,000,000. Actual value: 600,000,000 × 25% = UZS 150,000,000. Nominal value: 200,000,000 × 25% = UZS 50,000,000. These are different figures even though the ownership percentage is the same.

The company must settle within one year (art. 23, LLC Law) after the interest passes to it, unless the charter sets a shorter period. Payment comes from the difference between net assets and capital; if that difference is insufficient, the company reduces capital by the shortfall. In the example, the difference is UZS 400,000,000 and covers the calculated payment.

A foreign investor withdrawing from an enterprise with foreign investment is entitled to receive their interest at market value (art. 56, Investment Law), in cash or goods. The accounting example therefore cannot automatically be applied to that withdrawal. If the amount is disputed, the court may order an expert assessment; the distinction between accounting and market valuation appears in the Plenum’s guidance.

If the charter prohibits transfers to outsiders and the other members decline to buy, the company must purchase on the member’s demand (art. 23, LLC Law). The same ground arises when consent required by the charter is refused. This is a separate statutory route to payment where a sale is blocked.

How an LLC interest is inherited

An interest passes to heirs, but the charter may make the transfer conditional on the other members’ consent (art. 21, LLC Law). Where consent is required, it is deemed obtained if all members approve in writing or none refuses in writing within thirty days of the request, unless the charter sets another period.

The heir applies to a notary for a certificate of inheritance. It is normally issued after six months (art. 1146, Civil Code) from the opening of the inheritance; earlier issue is possible where there is evidence that no other heirs exist. This is a rule about issuing the certificate, not an application deadline that can simply be imported from foreign legislation.

For inheritance by law, the notary verifies the following facts and evidence (art. 60, Notaries Law):

• the deceased’s death;
• when and where the inheritance opened;
• the relationship giving rise to inheritance rights;
• the composition and location of the estate, including the deceased’s ownership of the interest.

For inheritance under a will, the notary also checks the will and compulsory heirs (art. 61, Notaries Law). If the interest forms part of the spouses’ common property, the surviving spouse’s share must be addressed separately: a notarial certificate may cover half the common property (art. 63, Notaries Law). The entire interest registered in the deceased’s name cannot automatically be treated as part of the estate without that check.

Until the inheritance is accepted, the deceased member’s rights are exercised by the person named in the will or, if none is named, a manager appointed by the notary (art. 21, LLC Law). Once inheritance formalities are completed, the heir supplies the certificate to the company, obtains any charter-required consent and registers the changed information.

If mandatory consent is refused, the interest passes to the company (art. 23, LLC Law), and the heir receives its actual value. The relevant reporting period is the one before the member’s death; property may replace cash with the heir’s consent. The company’s general payment period applies: one year from the transfer to it, unless the charter shortens that period.

Documents for registering the changes

A membership change is recorded through re-registration. For an ordinary transfer, the package includes the following documents and confirmations (paragraph 21, Regulations under Cabinet Resolution No. 66):

• the prescribed application with member and interest information;
• the authorised body’s decision on the relevant amendments to the foundation documents, subject to the special procedure below;
• revised foundation documents in the state language;
• evidence of the transfer: an agreement, letter, inheritance certificate, succession document, court judgment or another appropriate ground;
• the System’s prescribed founder notification and confirmation of their identity through the Unified Identification System.

This list concerns an interest change without simultaneous reorganisation or a capital increase. A representative applying in person also needs identification and proof of authority (paragraph 31, Regulations). Retain pre-emption notices, responses and payment documents with the transaction file: they demonstrate compliance with the corporate procedure.

Court-ordered admission or exclusion, inheritance and succession, privatisation sales and notarised transfers follow a special procedure (paragraph 2, Presidential Resolution PP-268). The company must notify the others and take re-registration steps within thirty days (paragraph 3, PP-268); a separate general meeting decision is unnecessary for these changes. If the company fails to act, the interested person may apply independently. The company’s tax debt alone is not a ground to refuse registration of the membership change. Charter conditions requiring consent for heirs and successors remain applicable.

The later LLC Law’s rule on an entry in the Register (art. 21, LLC Law) governs when title passes on a transfer. The special filing procedure does not allow the registration stage to be skipped.

For an ordinary LLC outside a special tariff category, the duty when applying through a Public Services Centre is one BRV, the base calculation unit, or UZS 440.000. An independent application through the Unified Portal of Interactive Public Services costs 90% of the in-person amount (art. 22-1, State Duty Law): UZS 396.000. This is ordinary re-registration without expedited processing.

Example. The duty for that electronic application is 440.000 × 90% = UZS 396.000. The interest’s sale price does not enter this calculation. The applicant’s obligation to pay the duty when applying in person is set out in the registration regulations (paragraph 31).

After withdrawal, the company separately disposes of the interest it received. That interest carries no voting rights (art. 24, LLC Law) and does not participate in profit distributions. Within one year, it must be allocated proportionately among members or sold and fully paid for; an outside sale is possible if the charter does not prohibit it. Any unallocated or unsold remainder is cancelled with a capital reduction. A sale changing members’ proportions and a sale to outsiders require a unanimous decision.

Until the actual value owed has been paid, the company cannot distribute profits (art. 27, LLC Law). This is one distribution restriction, not the entire list: conditions concerning full payment of capital, net assets and insolvency also apply.

Incorporation and other changes to registration information are covered in the article on registration and re-registration. It is relevant when other company details change alongside membership.

Taxes on a sale and withdrawal

For an individual, sale income is the excess over acquisition cost (art. 375, Tax Code), supported by documents. Without evidence of acquisition cost, the entire sale price becomes income. The exemption for sales of privately owned property does not cover LLC interests (art. 378, Tax Code).

An individual resident pays personal income tax (PIT) at 12% (art. 381, Tax Code). The acquisition agreement and payment or contribution documents substantiate cost; nominal value alone does not replace documentary evidence of acquisition.

Example. A resident sells an interest for UZS 180,000,000, with documented costs of UZS 50,000,000. Income: 180,000,000 − 50,000,000 = UZS 130,000,000. PIT: 130,000,000 × 12% = UZS 15,600,000. Without documented costs, tax on the full price would be UZS 21,600,000.

On withdrawal, the excess of the actual-value payment over the member’s interest in capital is treated as a dividend for tax purposes (art. 41, Tax Code), subject to that article’s condition concerning payments proportionate to interests. An individual resident’s dividend rate is 5% (art. 381, Tax Code). The sale calculation cannot automatically be used for a withdrawal payment.

Example. In the withdrawal example, the payment is UZS 150,000,000 and the interest in capital is UZS 50,000,000. If the dividend classification conditions are satisfied, the taxable excess is UZS 100,000,000; tax is 100,000,000 × 5% = UZS 5,000,000. The member receives UZS 145,000,000 after withholding.

For an entity selling other property, the disposal result follows accounting rules (art. 298, Tax Code), subject to special tax provisions. The sale of an interest is exempt from VAT (art. 244, Tax Code); this does not remove income or profit tax. Treaty exemption or a reduced rate applies when treaty conditions are met (art. 357, Tax Code), including evidence of tax residence, rather than merely a foreign passport.

Inheritance and gratuitous receipt of an interest require a separate tax check: the exemption has exceptions for non-close relatives (art. 378, Tax Code). Saying that every inherited interest is tax-free would therefore be too broad. A subsequent sale of an inherited interest is a separate transaction.

Who withholds tax and when to file a return

When a tax agent pays property income to an individual, the withholding procedure applies (art. 387, Tax Code). The agent remits PIT when paying the income, no later than the reporting deadline; for payment in kind, remittance is due within five days (art. 390, Tax Code) after the end of the payment month.

If a resident receives income from someone who is not a tax agent, or tax was not withheld, the income is reported in a tax return (art. 393, Tax Code). The general filing deadline is no later than 1 April (art. 397, Tax Code) of the following year. Payment under the annual return is due no later than 1 June (art. 398, Tax Code) of that year.

A sale by a nonresident entity to another nonresident entity or an individual follows a special pre-registration procedure (art. 356, Tax Code). The buyer, acting as tax agent, submits the calculation, agreement and available acquisition-cost documents; tax is paid before title is registered. Registration requires a tax authority certificate. This procedure cannot be applied indiscriminately to every nonresident transaction: the article specifies both the seller and buyer categories.

General company tax calculations are covered in the article on corporate income tax. It helps check a corporate seller’s tax regime and reporting obligations, which extend beyond a single interest sale.

What changed in 2025–2026

• Law ZRU-1137 of 21 April 2026 took effect on 22 July 2026. The previous Law No. 310-II was repealed (art. 68, LLC Law), so its article numbers should not be used as references to the current law.
• From 25 July 2026, the amendment made by Law No. ZRU-1158 of 13 July 2026 allows different special-regime rules (art. 2, LLC Law) in a territory where a constitutional law establishes such a regime. This article describes the general LLC regime.

Protecting your rights in an interest dispute

If pre-emption rights are breached, a member may ask the court to transfer the buyer’s rights and obligations to them within three months (art. 21, LLC Law) after they knew or should have known of the breach. For the company’s equivalent claim, the article specifically requires its pre-emption right to be provided for in the charter. This is a specific remedy distinct from seeking to invalidate the agreement.

A member who did not vote or voted against a general meeting decision infringing their rights may challenge it within two months (art. 45, LLC Law) after learning, or being expected to learn, of the decision. If they attended the meeting, the period runs from the decision date. The law provides grounds on which the court may uphold the decision; a breach alone does not determine the outcome.

Members jointly holding at least 10% (art. 9, LLC Law) may seek judicial exclusion of a member who breaches charter duties or obstructs the company’s operations. Voluntary withdrawal and exclusion at other members’ request are different procedures.

Corporate disputes are heard by the economic court (art. 25, Economic Procedure Code), including disputes involving individuals. Division of inherited or spouses’ common property containing an interest is outside that corporate category (art. 30, Economic Procedure Code). Retain the charter, agreement, notices and delivery evidence, responses, Register extract, valuation and payment documents: they establish the terms and sequence of events.

Frequently asked questions

Can an LLC interest be sold without a notary?

Yes, if the charter does not require notarisation: the law permits a simple written agreement (art. 21, LLC Law). Dispensing with a notary does not remove pre-emption rights, charter consents, company notification or transfer registration. Check the current charter before signing and, after completion, the Register extract showing the new owner.

Can a member withdraw if the others object?

The right to withdraw exists regardless of the others’ consent (art. 9, LLC Law), following the law and foundation documents. That does not mean immediate payment on the notice date: the ground and date of withdrawal must be documented, followed by valuation and settlement timing. A dispute about payment and the formalisation of withdrawal are separate matters requiring different evidence.

Must the LLC return the original contribution?

On withdrawal, the company calculates the actual value of the interest (art. 23, LLC Law) from the relevant statements. It may differ from the amount contributed. Substituting property for money requires the recipient’s consent, so the original asset is not automatically returned. The market-value rule described above applies separately to a foreign investor in an enterprise with foreign investment.

Does an heir automatically become an LLC member?

The law provides for inheritance, but the charter may require the other members’ consent (art. 21, LLC Law). The inheritance certificate, charter consent and re-registration must therefore be checked separately. If mandatory consent is refused, the heir is entitled to payment by the company, rather than compulsory admission contrary to a charter condition permitted by law.

Is PIT payable on the entire sale price?

Where acquisition cost is documented, taxable sale income is the excess over acquisition cost (art. 375, Tax Code). Without supporting documents, the full sale price is treated as income. The same contract price can therefore produce different tax bases. Withdrawal payments follow their own classification rules; the tax calculation cannot simply be copied from a sale agreement.