Decree of the President of the Republic of Uzbekistan

On Further Improving the Legal Framework for Corporate Relations

To further improve the organizational and legal basis for the activities of commercial organizations, eliminate certain organizational and legal forms of legal entities that have lost their significance, and introduce modern corporate governance methods:

1. Starting from December 1, 2022, the following requirements regarding the activities of commercial organizations shall be abolished:

   a) Organizing internal audit services for the following organizations:

   • Limited liability companies (LLCs), except for those with balance sheet asset values exceeding 100,000 times the base calculation amount, LLCs with a state share of 50 percent or more, and credit institutions;
   • Joint-stock companies (JSCs) and state unitary enterprises with balance sheet asset values less than 100,000 times the base calculation amount and a state share of 50 percent or more;

   b) State registration of the charter agreement of a limited liability company;

   c) Notarization of the power of attorney issued to participants of a limited liability company who are legal entities for participation in the general meeting;

   d) Setting the amount of the reserve fund at least 15 percent of the charter fund (charital capital) when establishing a reserve fund in a limited liability company.

2. It is established that starting from March 1, 2023, the formation of legal entities in the organizational and legal form of a unitary enterprise or an additional liability company shall not be permitted.

The Ministry of Justice, together with relevant ministries and departments, shall approve an organizational plan for measures to complete the process of changing the organizational and legal form of legal entities currently operating in the form of a unitary enterprise or an additional liability company by January 1, 2025.

3. Consent is given to the proposal of the Ministry of Justice, the Ministry of Finance, and the Agency for Management of State Assets on improving the requirement for securities issuers to disclose information and reports.

It is established that starting from October 1, 2023:

• Economic societies included in the listing of the securities stock exchange shall disclose information on the movement of funds and the cancellation of part of the issued shares, in addition to the information and reports disclosed in accordance with legislative acts;

• Economic societies not included in the listing of the securities stock exchange shall not disclose important facts determined by the authorized state body for regulating the securities market, except for commercial banks, insurance organizations, joint-stock companies with a state share in the charter fund (charital capital) of 50 percent or more, and joint-stock companies where the share of these joint-stock companies in the charter fund (charital capital) is 50 percent or more.

4. To protect the rights of participants (shareholders) and creditors of economic societies, the following procedure is established:

Starting from April 1, 2023:

• Non-monetary contributions added to the charter fund (charital capital) of a limited liability company, with a value exceeding 10,000 times the base calculation amount, shall be evaluated by an appraisal organization, and the contributed value may not exceed the appraised value;

• When legal entities are reorganized through merger, accession, or change of organizational and legal form, the rights and obligations of the enterprises, regardless of whether they are indicated in the transfer act, shall pass to the reorganized legal entity;

• Decisions of the supervisory board of economic societies on the issuance of shares, corporate bonds, and other securities shall be disclosed as important facts in accordance with legislative acts.

5. The following procedure is established:

Starting from March 1, 2023, the authorized state body for regulating the securities market shall publish information through mass media and (or) its official website within two working days from the date of occurrence of the following facts:

• State registration, suspension, or recognition as unimplemented or invalid of the issuance of securities;
• Issuance, suspension, termination, or cancellation of a license for professional activity in the securities market;
• Issuance of a qualification certificate granting the right to carry out operations with securities, provide services, and (or) perform work in the securities market.

6. It is established that:

   a) Starting from July 1, 2023, information regarding the establishment of branches and representative offices of an economic society, the formation of its charter fund (charital capital), and the initiation of proceedings on insolvency shall be published on the Single Interactive State Services Portal. In this regard, this information shall be entered into the interdepartmental integration platform of the "Electronic Government" system by the responsible ministries and departments;

   b) Important changes and additions to the rules of trading securities on the stock exchange, affecting stock exchange members and listing companies, shall be posted on the stock exchange website for discussion at least fifteen days before their approval;

   c) Starting from January 1, 2023, minutes of meetings of the supervisory board and general meetings of participants (shareholders) of economic societies with a state share in the charter fund (charital capital) of 50 percent or more shall be posted in the "State Property" information system of the Agency for Management of State Assets within ten days after their official documentation.

7. The Supreme Court, together with the Ministry of Justice and the National Agency for Strategic Projects, shall:

• Publish decisions of the Supreme Court, anonymized, regarding the results of consideration of corporate disputes on the official website of the Supreme Court, the National Database of Legislative Acts of the Republic of Uzbekistan, and social networks on a monthly basis;

• Organize seminars and round tables on a quarterly basis with the participation of judges and representatives of economic societies on disputes arising from corporate relations and the practice of their resolution.

8. The "Roadmap" for further improving the legal framework for corporate relations is approved in accordance with the Appendix.

9. The Ministry of Justice, together with the Ministry of Finance, the Ministry for Development of Foreign Trade, Investments and Tourism, the Agency for Management of State Assets, and the Chamber of Commerce and Industry, shall:

• Develop and submit to the Cabinet of Ministers a draft law "On Limited Liability Companies" based on advanced foreign experience by July 1, 2023;
• Implement measures to widely introduce new corporate governance mechanisms, including corporate contracts and consortium agreements;
• Submit proposals to the Cabinet of Ministers regarding changes and additions to legislative acts arising from this decree within three months, together with interested ministries and departments.

10. Supervision over the implementation of this decree is entrusted to the Prime Minister of the Republic of Uzbekistan, A.N. Aripov.

President of the Republic of Uzbekistan Sh. MIRZIYOYEV

Tashkent,
November 8, 2022
Decree No. PQ-415

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APPENDIX

"ROADMAP"

for further improving the legal framework for corporate relations

No.	Name of Measures	Form of Implementation	Implementation Period	Responsible Executors
8.	Development of a normative legal document and submission to the Cabinet of Ministers clarifying the fiduciary duties and liability of the executive body, supervisory board, and majority shareholders (participants) of economic societies.	Draft normative legal document	December 2023	Ministry of Justice, Ministry of Finance, Agency for Management of State Assets
12.	Development of a draft law "On Partnership", coordination with ministries and departments, and submission to the Cabinet of Ministers in the established procedure.	Draft law	December 2025	Ministry of Finance, Ministry of Investments and Foreign Trade, Ministry of Innovative Development, interested ministries and departments
15.	Publication on a monthly basis, on the official website of the Supreme Court, the National Database of Legislative Acts of the Republic of Uzbekistan, and social networks, of anonymized decisions of the Supreme Court regarding the results of consideration of corporate disputes.	Measures	On a permanent basis	Supreme Court, Ministry of Justice, Ministry of Finance

Note: Drafts of normative legal documents may be combined into a single document regardless of the implementation period, depending on the subject matter of the regulated legal relations.

(Appendix edited by the Decree of the President of the Republic of Uzbekistan No. PF-254 dated December 18, 2025 — National Database of Legislative Acts of the Republic of Uzbekistan, December 22, 2025, No. 06/25/254/1195)

(National Database of Legislative Acts of the Republic of Uzbekistan, November 9, 2022, No. 07/22/415/1000; September 4, 2023, No. 07/23/291/0667; April 27, 2024, No. 06/24/67/0307; November 28, 2024, No. 06/24/200/0981; December 22, 2025, No. 06/25/254/1195)