New Law for LLCs to Modernize Corporate Governance System
Uzbekistan has adopted a new law to modernize its corporate system by overhauling regulations for Limited Liability Companies (LLCs). The legislation, effective in three months, introduces modern corporate governance principles, strengthens participant rights, and addresses existing legal gaps. Key changes include clearer supervisory board powers, remote voting options, and the introduction of fiduciary duties for board members and executives to enhance accountability and transparency. The law also codifies rules for establishing subsidiaries and branches and allows for more flexible operational licensing.
A new version of the law regulating the activities of limited liability companies (LLCs) has been adopted in Uzbekistan, set to enter into force three months after its official publication.
The Law "On Limited Liability Companies" (No. ZRU-1137, April 21, 2026), prepared by the Ministry of Justice, has been signed by the head of state. The document marks the beginning of the practical phase of long-awaited reforms in the sector.
According to the law, modern corporate governance principles will be introduced into LLC operations, existing legal loopholes will be gradually eliminated, and the rights and guarantees of participants will be significantly strengthened.
The document consists of 71 articles, and its development extensively incorporated proposals from local and foreign experts, public opinion, and advanced international practices.
Among the innovations, the powers of the supervisory board are clearly and detailedly regulated, and the mechanism for electing members is made more transparent. Additionally, the possibility of adopting board resolutions through remote and absentee voting is being introduced.
Another significant change is the introduction of fiduciary duties for supervisory board members and executive bodies, which will enhance their accountability and transparency.
According to the law, LLCs will now be able to operate not only on the basis of licenses but also, in certain cases, through permits or notification procedures.
Furthermore, the procedure for establishing branches and representative offices of companies, as well as opening subsidiaries and dependent enterprises, is being consolidated as a separate legal norm for the first time.
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