of April 21, 2026 No. ZRU-1137
About limited liability companies
Accepted by Legislative house on June 10, 2025
Approved by the Senate on September 4, 2025
The purpose of this Law is regulation of creation, activities, reorganization and liquidation of limited liability companies, and also questions of management of society and relations between participants.
The legislation on limited liability companies consists of this Law and other acts of the legislation.
Limited liability company (further - society) the economic society founded by one or several persons is considered, the authorized capital (authorized capital) of which is divided into shares in the sizes established by constituent documents.
Society acquires the status of the legal entity from the moment of its state registration according to the procedure, established by the legislation.
Society has the right to act as the founder or to participate otherwise in authorized fund (authorized capital) of other legal entities, to create representations and branches according to the procedure, established by the legislation.
Society is created sine die if other is not established by its constituent documents.
Society has the right to have the seal of round form containing its full trade name in state language and specifying of the location of society. The seal of society may contain also its trade name in other languages at the choice of society specified in constituent documents.
Society has the right to have stamps and forms with the trade name, own emblem, and also registered in accordance with the established procedure trademarks and/or service marks, and other means of individualization of participants of civil circulation, goods, works and services.
Society has the isolated property considered on its separate balance in property can acquire on its own behalf the rights, perform duties, to be claimant and the defendant in court.
Society can perform the any kinds of activities which are not prohibited by the legislation.
Society can be engaged in the activities which are not specified in its constituent documents.
Society can be engaged in separate types of activity which list is established by legal acts only on the basis of the license, allowing documents or according to the procedure of the notification.
Society answers for the obligations all property belonging to it. Members of society do not bear responsibility according to obligations of society.
Members of society bear responsibility within the cost of the deposits to the authorized capital in case of the losses connected with activities of society.
The members of society who did not completely make the contribution bear joint liability according to obligations of society within outstanding part of the deposits.
Society does not bear responsibility according to obligations of the participants.
If insolvency (insolvency) of society arose owing to illegal actions of sole executive body of society (director), collegiate executive body, the member of the supervisory board, the member of the society or the trustee having the right to give instructions, obligatory for society, in case of insufficiency of property of society subsidiary responsibility according to its obligations can be conferred on such person. If harm was done by several persons, they bear joint liability.
The state and its bodies do not bear responsibility according to obligations of society as well as society does not bear responsibility according to obligations of the state and its bodies, except as specified, provided by this Law and other acts of the legislation.
Society can have complete and has the right to have the reduced trade name in state language and at the same time in other languages at the choice of society.
The full trade name of society shall contain also words "limited liability company". The reduced trade name of limited liability company shall contain the complete or reduced its name and words "limited liability company" or abbreviation of "MChJ".
The trade name of society does not may contain other terms and abbreviations reflecting its form of business, including borrowed from foreign languages if other is not provided by legal acts.
The trade name of the society created with foreign participation can include specifying on the state accessory of his founders.
The society location if in the charter of society other rules, in the place of its registration in the state register are not established. By constituent documents of society it can be determined that the location of society is the place of permanent finding of its governing bodies or the main place of its activities.
Society shall have the postal address to which with it communication is performed, and shall notify the body performing state registration of legal entities on change of the postal address.
Creation of branches and opening of representative offices of society is performed based on the decision made by a majority vote participants of general meeting of members of the society consisting at least of two thirds (if the charter of society does not provide other number of votes for adoption of such decision).
The branch is outside the location of society and is separate division which carries out everything or part of its functions, including functions of representation.
The representation is located outside the location of society and is separate division which expresses and protects its interests.
The branch and representative office of society are not legal entities and perform the activities on the basis of the provision approved by society.
The head of branch or representation is appointed based on the decision of executive body of society and acts on the basis of the power of attorney, issued by society.
The society which founded them bears for activities of branch and representation who are not legal entities, responsibility.
Branches and representative offices of society shall be specified in the Unified state register of subjects of entrepreneurship.
The organization of branches and opening of representations by society outside the Republic of Uzbekistan is performed according to the legislation of the country where there are branches and representations if the international treaty of the Republic of Uzbekistan does not provide other rules.
Society can have affiliated and dependent economic societies. Exceptions of this rule are provided in part five of article 8 of the law.
Affiliated and dependent economic societies are legal entities.
If one (main) economic society participates in authorized capital of other society, holding in it the prevailing position in its share, or, according to the contract between them or otherwise, has opportunity to determine the decisions made by the second economic society, then such second society is affiliated economic society.
Affiliated economic society has no right to own share in authorized capital (authorized capital) of the main society. Before entry into force of the prohibition specified in this part, the affiliated economic society which received share in authorized capital (authorized capital) of the main society has no right to vote on general meeting of members of the main society.
If other participating society has more than 20% of the voting shares in economic society, this society is recognized dependent. Exceptions of this rule are provided in part five of article 8 of this law.
Dependent economic society has no right to own shares in authorized fund (authorized capital) of other participating society. Before entry into force of the prohibition established in this part, the dependent economic society which received shares in authorized fund (authorized capital) of other participating society has no right to vote on general meeting of members of this society.
Affiliated economic society does not bear responsibility for obligations of the main society.
The main society having rights to give obligatory instructions to subsidiary bears joint liability according to the bargains concluded by subsidiary in execution of these instructions. The right of the main society to give obligatory instructions to subsidiary arises only if it is provided in the contract with subsidiary or in the charter of subsidiary.
If the subsidiary becomes insolvent because of the main society, then the main society will bear subsidiary responsibility according to obligations of subsidiary.
If obviously knowing the main society that the subsidiary will become insolvent as a result of certain actions, and gives obligatory instructions to subsidiary on accomplishment of these actions, or uses possibilities of subsidiary thus, then insolvency of subsidiary will be considered as result of fault of the main society.
Members of subsidiary have the right to require compensation of the damage caused by the main society through his fault. The damage will be considered caused because of the main society, only if it realized in advance that the subsidiary will suffer losses as a result of certain actions, and used the rights and opportunities in order that the subsidiary made them.
Members of society are legal entities and physical persons.
Participation of separate categories of physical persons in society can be forbidden or limited to the law.
State bodies have no right to act as members of societies if other is not established by the legislation.
Society can be founded by one person and becomes his single participant. Society can become afterwards society with one participant.
Society cannot have as the single participant other society consisting of one person, except as specified, when his single participant is the joint-stock company consisting of one shareholder.
The number of members of society shall not be more than fifty.
If the number of members of society will exceed the limit set by part six of this Article, society within year shall be transformed to joint-stock company or to production cooperative. If during the specified term society is not transformed and the number of members of society will not decrease to the set limit, it is subject to liquidation judicially based on the appeal of the body performing state registration of legal entities.
If between members of society because of irreconcilable disagreements and insufficiency of voices for decision making it is also impossible to reach consent concerning management of society, the conflict situation is resolved judicially or, in the case provided by constituent documents of society, way of mediation or arbitration.
Members of society have the right:
participate in the administration of society according to the procedure established by this Law and constituent documents of society;
obtain information on activities of society and get acquainted with its financial reporting according to the procedure, established by the legislation and constituent documents of society;
take part in profit distribution;
sell or to otherwise yield the share in authorized capital (authorized capital) of society or its part to one or several members of this society, or the third parties according to the procedure provided by this Law and the charter of society;
leave society irrespective of the consent of other his participants according to the procedure, provided by this Law and constituent documents of society;
receive in case of liquidation of society part of the property which remained after settlings with creditors or its cost;
sign the corporate contract between founders (participants) of society on realization of their rights according to the procedure, established by the Civil code of the Republic of Uzbekistan.
Members of society whose shares in total constitute at least than ten percent of authorized fund (authorized capital) of society have the right to require judicially exception of society of the participant or participants who do not fulfill the obligations established by the charter, or the actions (failure to act) interfere with activities of society or significantly complicate it.
Members of society can have and other rights, stipulated by the legislation and constituent documents of society.
Implementation of the rights by participants shall not violate the rights of other participants and interests protected by the law.
Members of society shall:
make contributions according to the procedure, the sizes, methods and in terms which are provided by this Law and constituent documents of society;
report to society about change of the data (the location (postal address), phone number, the e-mail address;
not disclose confidential information on activities of society.
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Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info
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