RESOLUTION OF THE PRESIDENT OF THE REPUBLIC OF UZBEKISTAN

of September 5, 2025 No. PP-268

About measures for further simplification of regulation of the corporate relations

For the purpose of enhancement of legal regulation of the corporate relations, further simplification of procedures of corporate management, and also implementation of modern methods of management in economic societies I decide:

I. Enhancement of the corporate relations

1. Agree with the offer of the Ministry of Justice, National agency of perspective projects and Agencies on management of the state assets about simplification of the mechanism of entry into force of the fact of inclusion in the list of participants or exceptions of the list of members of limited liability company (further - society).

2. Determine that in the following cases inclusion in the list of members of society or exception of its structure is considered taken place from the moment of the actual making of the corresponding action (or failure to act), and also approaches of event:

(a) the forced exception or inclusion in the list of participants, including in cases when the share in society is recognized as common property between the participant and the third party and on its corresponding part is established the property right - from the date of the introduction in legal force of the judgment;

(b) in case of inclusion in society as the member(s) of the legal successor or the heir(s) of the participant - from the moment of submission to society of notarially certified certificate on the right to inheritance or the transfer act providing transfer of legal succession in connection with reorganization (merge, accession, separation, allocation, transformation) of society (except as specified when the charter of society provides receipt of consent of members of society to transition of share (part of share) to heirs or legal successors);

(c) in case of sale of share of society through electronic trade platform "E-auksion" and/or different ways of privatization according to the legislation - from the date of registration of results of the biddings and complete payment of cost of share (if other conditions are not provided by the purchase and sale agreement);

(d) in case of sale of share of society (part of share) and in case of concession of share of society (part of share) to the third parties otherwise, than sale if it is performed in notarial form, - from the date of document creation, confirming this fact. At the same time the notary checks absence in the charter of society of prohibition on the specified action, implementation of complete payment of share of the participant, the fact of receipt of consent in cases when need of receipt of consent of society or its participants on making of this action is provided.

3. Determine that:

(a) in cases of inclusion in the list of members of society or their exception of its structure society within thirty days notifies on it other participants and takes measures of the state re-registration of changes as a part of members of society in the Unified state register of subjects of entrepreneurship (further - the Register). For implementation of the specified changes decision making of general meeting of members of society is not required;

(b) in case of rejection by society of measures for inclusion at the scheduled time in the Register of changes as a part of the participants in the cases determined in Item 2 of this resolution, the interested person can address to registering body independently for inclusion in the list of members of society. At the same time the registering body has no right to refuse the address of the participant;

(c) in cases, the stipulated in Item 2 presents of the resolution, the participant has the right to perform the legal acts connected with share in society after state registration of the right to it in accordance with the established procedure;

(d) availability of debts at societies on taxes and obligatory payments is not the basis for refusal in state registration of the changes connected with change of list of their participants;

(e) the companies with the state participation and public institutions can be voluntarily liquidated or reorganized based on the decision of their founders with the consent of Agency on management of the state assets.

II. Implementation of modern information technologies

4. For the purpose of strengthening of protection of the rights of founders (participants) of the commercial organizations (except for joint-stock companies and credit bureaus) on the shares in the Automated system of state registration and registration of subjects of entrepreneurship belonging to them:

(a) the system of permanent introduction in online format of data on the list of the companies in which founders (participants) of the legal entity participate in quality of the founder, about the size (as a percentage) of their shares in them, and also about the size (as a percentage) of shares of other founders (participants) participating in authorized fund (authorized capital) of this legal entity, forming or not forming of these shares takes root. At the same time the specified data are open for acquaintance by each founder (participant) participating in economic societies;

(b) for founders (participants) of the legal entity the possibility of establishment of prohibition on alienation of the share belonging to them is created.

5. To provide to the Ministry of Justice till March 1, 2026 in the Automated system of state registration and registration of subjects of entrepreneurship:

(a) creation of opportunity in limited liability companies to perform in electronic form the notification of other participants on implementation of the privilege, expression of intention to use the privilege and refusal of it;

(b) integration with the automated information system "Notarius".

6. For the purpose of enhancement of mechanisms of pre-judicial settlement of corporate disputes and decrease in load of courts since November 1, 2025 as a part of Public council on support of entrepreneurship for the President of the Republic of Uzbekistan to form the Commission on corporate ethics.

7. Determine the main objectives of the Commission on corporate ethics:

(a) provision to legal entities, in particular economic societies, recommendations about questions of corporate ethics;

(b) rendering the methodical help to economic societies in development of the code of corporate ethics;

(c) rendering the practical help in the dispute resolution, connected with violation of corporate ethics;

(d) entering into Chamber of Commerce and Industry, and also into the ministries and departments of offers on development of the corporate relations.

8. Determine Chamber of Commerce and Industry working body of the Commission on corporate ethics and take measures for the organization of its activities.

III. Organization, providing and control of execution of the resolution

9. Approve the Program of measures for further enhancement of regulation of the corporate relations according to appendix.

10. Assign responsibility for the effective organization of execution of this resolution to the deputy prime minister D. A. Kuchkarov, and also the Minister of Justice A. D. Tashkulov.

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