From 22 July 2026, corporate relations in limited liability companies are governed by the new Law of the Republic of Uzbekistan No. ZRU-1137 dated 21 April 2026, “On Limited Liability Companies.” The previous Law No. 310-II dated 6 December 2001 has been repealed. The new Law significantly expands the legal instruments that are of practical importance specifically in corporate disputes. It expressly establishes fiduciary duties of directors and members of management bodies, liability of majority participants, special rules for major transactions and transactions with affiliated persons, mechanisms for protecting minority participants, and rules for resolving situations where a conflict between participants effectively blocks the management of the company. A participant’s right to obtain information is established by Article 9 of Law No. ZRU-1137, while Article 54 specifically determines the documents that the company is required to keep and provide to participants. These include the company’s constituent documents, documents confirming the company’s rights to property, minutes of general meetings, meetings of the supervisory board and collegial executive body, reports of the audit commission and auditors, and other documents provided for by law. These documents must be kept at the location of the executive body or at another place known and accessible to the participants. Upon a participant’s request, the company must provide them in accordance with the procedure and within the time limits established by law or the company’s charter. The presence of confidential information does not automatically justify refusal: such documents may be provided subject to a confidentiality agreement. A special procedure applies to transactions with affiliated persons. Under Article 59, the director or collegial executive body must, at the request of a participant, provide within three business days information on the transaction, the decision approving it, materials relating to its review, and a copy of the agreement if it has already been concluded. Accordingly, where information is refused, it is more effective to request a specific list of documents with reference to Articles 9, 54 or 59 of Law No. ZRU-1137 rather than making an abstract demand for “the company’s documents.” Article 33 of the new Law allows an extraordinary general meeting to be convened at the request of a company participant. If the charter does not provide for a supervisory board, the executive body must consider the request within three days and decide either to convene the meeting or to refuse. Refusal is permitted only on the grounds established by the Law: where the procedure for submitting the request has been violated or where the proposed matters do not fall within the competence of the general meeting. If the charter provides for a supervisory board, the executive body must forward the request to the supervisory board for consideration within five days, and the supervisory board must consider it within three days. If the decision is positive, the extraordinary meeting must be held no later than 45 days from the date the request was received. If no decision is made within the prescribed period or the request is refused, the meeting may be convened by the persons who requested it. Accordingly, the director does not have the right to effectively block a general meeting at his or her discretion. Article 34 requires participants to be notified of a general meeting at least 30 days in advance by a method that makes it possible to confirm receipt of the notice, or by another method provided for in the charter. Any participant may propose additional matters for the agenda no later than 15 days before the meeting. If the agenda is amended, participants must be notified of the changes no later than 10 days before the meeting. Where a decision has been adopted in violation of the Law, other legislation or the company’s charter and at the same time infringes the rights and legitimate interests of a participant, Article 45 allows the participant to seek a declaration that the decision is invalid. However, an extremely important limitation period applies — two months. For a participant who did not attend the meeting, the period runs from the date on which the participant learned or should have learned of the decision. For a participant who attended the meeting, the period runs from the date on which the decision was adopted. In addition, such a claim may be brought by a participant who did not take part in the voting or voted against the relevant decision. A purely formal procedural violation may not be sufficient. Article 45 permits the court to leave the decision in force if the claimant’s vote could not have affected the outcome and/or the violation was not material and/or the decision did not cause losses to the claimant. Accordingly, when preparing a claim, it is necessary to demonstrate not only a violation of the meeting procedure but also which specific right of the participant was infringed. One of the most significant innovations introduced by Law No. ZRU-1137 is contained in Article 44. Members of the supervisory board, the director, and members of the collegial executive body are required to act in good faith in the interests of the company and its participants. In particular, they are prohibited from using company property for personal purposes, appropriating business opportunities belonging to the company, unlawfully competing with the company, disclosing confidential information, and obtaining material benefits from interested persons in exchange for making decisions. Article 46 establishes the liability of such persons to the company for losses caused by culpable actions, omissions or breaches of fiduciary duties. Where several persons are liable, their liability is joint and several. Of particular importance is that a claim for recovery of losses caused to the company may be brought not only by the company itself but also by one of its participants. Corporate protection is therefore no longer limited to challenging a general meeting decision or replacing a director. Where management decisions have caused actual loss to the company, the possibility of recovering damages directly from the responsible persons should also be analysed. Article 48 separately regulates the conduct of a majority participant. A majority participant is a participant holding more than 50 percent of the participation interest, or a participant whose interest exceeds that of each other participant and whose vote is capable of having a decisive influence on a decision. The Law prohibits such a participant from using its dominant position for personal interests where the participant knowingly understands that the decision will cause harm to the company or other participants. For breach of this duty, the majority participant is liable for losses caused to the company and other participants. Accordingly, ownership of 60, 70 or 90 percent of the participation interest gives a participant a corporate majority, but does not give the right to use that majority to knowingly cause harm to the company or minority participants. The new Law contains another significant safeguard. If a person becomes the owner of 50 percent or more of a company’s participation interest and previously held no interest or held less than 50 percent, that person must, within 15 days, offer the minority participants the opportunity to sell their interests at market value. If, within 30 days, a minority participant provides written consent to sell its participation interest, the holder of 50 percent or more must acquire it. For transactions in which one partner obtains control over an LLC, this requirement should therefore be taken into account already at the stage of structuring the transfer of participation interests. Where company property is sold to a related person or the company enters into an economically suspicious transaction, the rules on interested-party transactions, major transactions and affiliated persons should be examined simultaneously. Article 49 requires special approval of a transaction where a participant holding, independently or together with affiliated persons, 20 percent or more of the votes, the director, a member of the supervisory board, or a member of the collegial executive body has an interest in the transaction. Under Article 50, a transaction or several interconnected transactions involving property with a value exceeding 25 percent of the company’s net asset value constitutes a major transaction, unless the charter establishes a higher threshold. Transactions entered into in the ordinary course of business are excluded from this rule. As a general rule, a major transaction must be approved by the general meeting. If the company has a supervisory board, the charter may delegate to it the authority to approve transactions falling within the range of 25 to 50 percent of the value of the company’s property. A major transaction entered into in violation of Article 50 may be declared invalid upon a claim brought by the company itself or by a company participant. The legislature has established even stricter requirements for transactions with affiliated persons. An affiliated person may not participate in the discussion or vote on the relevant transaction. If the value of the transaction amounts to 10 percent or more of net assets, the decision must be adopted taking into account the market value of the property determined by an appraisal organisation and following a review of the transaction terms by an independent external audit organisation. A participant holding at least 5 percent of the participation interest has the right independently to engage an audit organisation to examine whether there are indications of violations in a transaction with an affiliated person. It is important here to distinguish between the audit commission and an external audit. Article 51 provides that an audit commission or auditor is established only where this is provided for by the company’s charter. If such a body exists, participants who together hold at least one tenth of the total number of votes may request an inspection of the company’s financial and business activities. Article 53 separately regulates external audits. As a general rule, an audit organisation is engaged on the basis of a decision of the general meeting. At the same time, the Law expressly regulates an audit conducted at the request of a participant: the costs are initially borne by the participant who requested the audit, and the general meeting may subsequently decide to reimburse those costs at the expense of the company. Accordingly, the practical procedure for initiating a general audit must be examined together with the charter of the particular LLC. This mechanism should not automatically be confused with the special right of a participant holding 5 percent of the participation interest to engage an auditor to review a transaction with an affiliated person. Participants whose interests together amount to at least 10 percent of the charter capital may seek the judicial expulsion of another participant if that participant fails to perform obligations established by the charter or, through actions or omissions, prevents the company from operating or substantially impedes its activities. This right is expressly established by Article 9 of Law No. ZRU-1137. Mere deterioration of relations between business partners is not sufficient for expulsion. The dispute requires proof of specific conduct by the participant and of the effect of that conduct on the company’s activities. For the first time, the new Law expressly regulates a corporate deadlock. Article 8 provides that where, due to irreconcilable disagreements and insufficient votes, the participants are unable to adopt decisions concerning the management of the company, the dispute must be resolved through court proceedings or — if provided for in the constituent documents — through mediation or arbitration. At the same time, Article 9 allows participants to enter into a corporate agreement governing the manner in which their corporate rights are exercised. For companies with 50/50 partners, this means that a mechanism for resolving a deadlock should preferably be agreed in advance rather than after management of the company has effectively come to a halt. Article 30 of the Economic Procedural Code classifies as corporate disputes, among other matters, disputes over ownership of participation interests, claims by participants seeking invalidation of company transactions, disputes relating to the convening of general meetings, and disputes challenging decisions of a legal entity’s management bodies. A corporate claim must be filed at the place where the legal entity whose activities gave rise to the dispute is located. Where there is a risk that property may be sold, assets re-registered or other actions taken before the proceedings are completed, interim measures should also be considered. Article 214 of the Economic Procedural Code expressly provides for their application in corporate disputes in accordance with Chapter 8 of the Code. The court may, in particular, seize property or funds or prohibit certain actions from being carried out. From 22 July 2026, corporate disputes in LLCs must be analysed under Law No. ZRU-1137. The most significant legal tools are now expressly established by statute: the two-month limitation period for challenging general meeting decisions, fiduciary liability of directors, liability of majority participants, special rules governing major transactions and transactions with affiliated persons, access to corporate documents, judicial expulsion of a participant, and a separate mechanism for resolving corporate deadlocks. Accordingly, when a corporate conflict arises, the first question is not which partner is “right,” but which decisions have already been adopted, which transactions have been entered into, which limitation periods have begun to run, and which measures are required to preserve corporate control and assets. Prepared as of 29 August 2026.Corporate Disputes in LLCs: New Rules for Protecting Participants from 22 July 2026
What If a Participant Is Denied Access to Company Documents?
What If the Director Refuses to Convene a Meeting?
What If a Decision Was Adopted Without the Participant?
Directors Are Now Expressly Subject to Fiduciary Duties
A Majority Participant May Also Be Liable for Losses
A New Owner of 50 Percent or More Must Make an Offer to Minority Participants
How Should Asset Stripping Be Examined?
Can a Participant Demand a Financial Review?
When Can a Participant Be Expelled Through Court Proceedings?
What Can Be Done in a 50/50 Conflict?
Which Court Has Jurisdiction and How Can Assets Be Preserved?
Conclusion
Legal Framework
