Since 22 July 2026, the procedure for holding and challenging resolutions of general meetings of limited liability companies has been governed by the new Law of the Republic of Uzbekistan dated 21 April 2026 No. ZRU-1137 “On Limited Liability Companies”. For a participant in a company, this is significant: the new Law establishes specific rules governing notice of meetings, formation of the agenda, provision of materials, voting and preparation of the minutes, while Article 45 expressly determines who may challenge a resolution and within what period. Disputes concerning challenges to resolutions of the management bodies of a legal entity are classified as corporate disputes and are considered by economic courts. This is expressly provided for by Article 30 of the Economic Procedural Code of the Republic of Uzbekistan. When may a resolution of the general meeting be declared invalid? The principal provision is Article 45 of Law No. ZRU-1137. A resolution of the general meeting may be declared invalid by a court where both of the following conditions are present: — the resolution was adopted in violation of Law No. ZRU-1137, other legislative acts, or the company’s charter; — the resolution infringes the rights and legitimate interests of a participant. Thus, a formal procedural defect alone is insufficient. The claimant must demonstrate not only a violation of procedure but also a connection between that violation and the claimant’s corporate rights. In practice, at least four areas should be examined: convening of the meeting, the agenda and meeting materials, voting procedure, and the contents of the minutes. Notice of the meeting: as a general rule, at least 30 days in advance Article 34 of Law No. ZRU-1137 establishes a specific time limit. The body or persons convening the general meeting must notify each participant at least 30 days before the date of the meeting. Notice must be sent to the address specified in the list of participants: — against acknowledgment of receipt; — by means of communication that allow receipt to be confirmed; — or by another method provided for by the company’s charter. The notice must specify the time and place of the meeting and the proposed agenda. Accordingly, in a dispute, it is not enough merely to establish that a notice existed. It is necessary to verify: — when it was sent; — where exactly it was sent; — whether that address corresponds to the list of participants; — by what method it was sent; — whether receipt can be proven; — whether the 30-day period was observed; — whether the announced agenda corresponds to the matters actually considered at the meeting. A statement in the minutes that “all participants were duly notified” does not, by itself, replace evidence of compliance with Article 34. Can a resolution be adopted on a matter that was not included in the agenda? As a general rule, no. Article 35 expressly provides that a general meeting may adopt resolutions only on matters included in the agenda that were communicated to the participants in accordance with Article 34. An exception applies where all participants of the company are present at the meeting. This is particularly important where, for example, a participant was notified that the meeting would consider the company’s financial statements, but during the meeting the participants additionally replaced the director, amended corporate documents, or adopted another material resolution. If not all participants of the company were present at the meeting, it is necessary to verify whether the disputed matter was duly included in the agenda communicated to them. Can a participant itself propose additions to the agenda? Article 34 entitles any participant to propose additional matters no later than 15 days before the meeting. Such matters must be included in the agenda if they fall within the competence of the general meeting. If the original agenda is amended following proposals from participants, all participants must be notified of those amendments no later than 10 days before the meeting. Accordingly, in a corporate dispute it is important to preserve not only the original meeting notice but also any subsequent notices concerning amendments to the agenda. What documents must be provided to a participant before the meeting? Another significant provision of Article 34 concerns materials relating to the meeting. Depending on the matters to be considered, participants must be provided, in particular, with: — the annual report; — the conclusion of the audit commission or auditor; — the auditor’s report; — information concerning candidates for management bodies; — draft amended constituent documents; — draft amendments and supplements to those documents; — other materials provided for by the charter. Unless the charter establishes a different procedure, the materials must be sent to the participants together with the notice of the meeting. They must also be available for inspection at the premises of the executive body during the period prescribed by law before the meeting. Therefore, a situation in which a participant was formally notified of the date of the meeting but was not provided with documents necessary for informed voting on an amendment to the charter, financial statements, or the appointment of a manager requires separate legal assessment. A violation of the procedure for convening a meeting does not always make the meeting unlawful Article 34 contains an important exception. Even where the prescribed procedure for convening the meeting has been violated, the meeting is deemed duly constituted if all participants of the company are present. Therefore, relying solely on a breach of the 30-day notice period will not assist a claimant if all participants in fact took part in the meeting. Conversely, where at least one participant was absent, compliance with the statutory notification procedure must be examined in detail. How many votes are required to adopt a resolution? The Law does not establish a universal rule that “50 percent is sufficient for every resolution”. Article 35 provides for different voting thresholds depending on the matter under consideration. Certain resolutions require a qualified majority of at least two-thirds of the total votes of all participants, certain matters require unanimity, while other resolutions, as a general rule, are adopted by a majority of the total votes unless the Law or the charter requires a higher threshold. The company’s charter may also establish additional voting requirements in cases permitted by the Law. Therefore, when challenging a resolution, it is not enough merely to establish how many participants were physically present at the meeting. It is necessary to determine: — the total number of votes in the company; — the number of votes held by those participating in the meeting; — the number of votes cast in favour of the specific resolution; — the voting threshold prescribed by law for that particular matter; — whether the charter establishes a higher threshold. A participant cannot vote without registering for the meeting Participants must be registered before the meeting is opened. Article 35 expressly provides that a participant, or its representative, who has not registered may not participate in voting. A participant’s representative must confirm his or her authority by a power of attorney. Where the participant is an individual, the power of attorney authorising voting must be notarised. Accordingly, where the voting result is disputed, it is advisable to examine not only the minutes but also the registration documents and the authority of representatives. What must the minutes contain? The requirements for the minutes are now directly established by Article 36 of Law No. ZRU-1137. The minutes must include, among other things, the place and time of the meeting, the number of votes held by participants, the main points of speeches, matters submitted to a vote, voting results, and adopted resolutions. The minutes must be signed by the chairperson and secretary no later than three days after the meeting. After the minutes have been prepared, the secretary must, within five business days, send an extract from the minutes to all participants by post or email. This has practical significance for the limitation period as well: evidence confirming the dispatch of the extract may demonstrate when an absent participant became aware of the adopted resolution. Who is entitled to challenge a resolution? Article 45 defines the persons entitled to bring such a claim with sufficient specificity. A resolution of the general meeting may be challenged by a participant who: — did not participate in the voting; or — voted against the disputed resolution. The resolution must also infringe that participant’s rights and legitimate interests. Therefore, before filing a claim, it is essential to establish exactly how the participant voted. If the participant voted in favour of the disputed resolution, the ordinary mechanism provided for by the first part of Article 45 does not apply. The principal risk: the limitation period is only two months The Law establishes a special and relatively short period for challenging a resolution of the general meeting. If the participant did not attend the meeting, the claim may be filed within two months from the date on which the participant learned or should have learned of the adopted resolution. If the participant attended the meeting, the two-month period is calculated from the date on which the resolution was adopted. For this reason, in a corporate dispute the following dates should immediately be documented: — the date of the meeting; — the date on which the notice was received; — the date on which the minutes or extract were received; — the date on which information concerning replacement of the director or other registration changes was received; — the first documented moment when the participant became aware of the disputed resolution. Ongoing negotiations between business partners do not, by themselves, suspend the statutory limitation period. Does every violation automatically invalidate a resolution? No. Part three of Article 45 allows the court, taking into account all circumstances, to leave the resolution in force where: — the vote of the participant who brought the claim could not have affected the voting result; and/or — the violations were not material; and/or — the resolution did not cause losses to that participant. This is one of the most important provisions when formulating a claim. For example, proving that notice was sent several days later than required may, by itself, be insufficient. It is necessary to explain why the violation was material and how it affected the claimant’s rights. At the same time, a respondent’s argument that “the participant held only 10 percent, so its vote would not have changed anything” does not necessarily dispose of the case: Article 45 requires the circumstances to be assessed in their entirety. Who should be named as the defendant? A claim challenging a resolution of a general meeting is not brought against the director, chairperson of the meeting, or other participants merely because they took part in adopting the resolution. Resolution No. 262 of the Plenum of the Higher Economic Court dated 20 June 2014, “On Certain Issues Concerning the Resolution of Corporate Disputes by Economic Courts”, explains that in claims seeking invalidation of decisions of management bodies, the defendant is the company itself. This interpretation also applies to limited liability companies. This is an important procedural point: incorrectly identifying the defendant may complicate the consideration of the corporate dispute. Which court has jurisdiction? Article 30 of the Economic Procedural Code expressly classifies disputes challenging decisions of the management bodies of a legal entity as corporate disputes. They are considered by economic courts regardless of whether the participant is a legal entity or an individual. Corporate disputes are also subject to exclusive territorial jurisdiction: under Article 37 of the Economic Procedural Code, the claim must be filed at the location of the legal entity whose activities gave rise to the dispute. Chapter 26 of the Economic Procedural Code establishes special procedural rules governing corporate disputes. Invalidation of the meeting resolution does not automatically invalidate a subsequent transaction This is fundamentally important. Plenum Resolution No. 262 expressly explains that declaring a resolution of the general meeting invalid does not automatically invalidate transactions and, by itself, does not mean that other actions taken on the basis of that resolution are unlawful. An interested person retains the right to separately challenge such transactions and actions. For example, the meeting approved the sale of a significant asset of the company, after which the contract was concluded and the asset transferred to the purchaser. Even if the participant succeeds in having the meeting resolution declared invalid, that may not be sufficient to recover the asset. It is necessary to separately determine: — whether there are grounds for challenging the transaction itself; — who the parties to the transaction are; — what consequences of its performance have already occurred; — whether claims relating to registration consequences are required; — what interim measures should be sought from the court. For this reason, a claim to “declare the resolution of the general meeting invalid” cannot be formulated in isolation from the events that occurred after the resolution was adopted. A resolution of the general meeting is not a civil-law transaction Plenum Resolution No. 262 also expressly explains that, when considering a claim seeking invalidation of a resolution of the general meeting, the provisions of the Civil Code concerning invalid transactions do not apply directly, because a resolution of the general meeting is not itself a transaction. The legal basis for challenging it is the special corporate-law framework, primarily Article 45 of Law No. ZRU-1137. This is also important for correctly formulating the legal grounds of the claim. When are interim measures necessary? A corporate resolution may sometimes be implemented much faster than a court can adjudicate the claim. For example, following the meeting: — the director may be replaced; — a major transaction may be concluded; — disposal of assets may commence; — the management structure may be changed; — reorganisation or liquidation may commence; — other actions may be taken that materially alter the company’s position. Article 214 of the Economic Procedural Code expressly provides that interim measures may be granted in corporate disputes in accordance with Chapter 8 of the Code. Depending on the circumstances, the court may apply the measures provided for by the Economic Procedural Code, including attachment of property or funds and prohibitions on taking specified actions. However, interim measures are not granted merely because a participant disagrees with the meeting resolution. It is necessary to substantiate a genuine risk that, without such measures, enforcement of the future judicial act would become difficult or impossible. What should be checked before filing a claim? When challenging a resolution of the general meeting, it is advisable to establish the following in sequence: Which version of the charter was in force on the date of the meeting. Who convened the meeting and on what legal basis. How many days in advance and by what method the claimant was notified. Whether receipt of the notice can be confirmed. What agenda was communicated to the participants. Whether any resolution was adopted on a matter not included in the agenda. What materials had to be provided and whether they were actually made available. Who registered to participate in the meeting. Whether the representatives had proper authority. What number of votes was required to adopt the specific resolution. How many votes were actually cast. How the prospective claimant itself voted. Whether the minutes comply with Article 36. When the participant learned or should have learned of the resolution. Whether the two-month period under Article 45 has expired. What actions and transactions have already been carried out on the basis of the disputed resolution. Whether challenging the resolution alone is sufficient or whether additional claims and interim measures are required. This analysis determines the actual prospects of a corporate claim. Conclusion Following the entry into force of Law No. ZRU-1137, a dispute over a resolution of the general meeting of an LLC cannot be based merely on a general assertion that the meeting was held “with violations”. The Law establishes specific criteria: as a general rule, at least 30 days’ notice, a defined agenda, provision of meeting materials, registration and voting rules, preparation of the minutes, and a special two-month period for applying to court. At the same time, even a proven procedural violation does not always result in invalidation of the resolution: the court assesses the materiality of the violation, the potential influence of the participant’s vote, and the consequences of the resolution. Most importantly, successfully challenging a meeting resolution does not always restore the position that existed before its adoption. If a transaction or another legally significant action has already been carried out on the basis of the resolution, those consequences must be analysed separately. Legal framework This material is current as of 5 September 2026.Challenging a Resolution of the General Meeting of LLC Participants: Grounds, Time Limit and Consequences
