Corporate Reorganisation in Uzbekistan

ONELAW advises on corporate reorganisations by merger, consolidation, division, spin-off and transformation.

Reorganisation may be used to change a business structure, combine or separate assets, bring in investors, redistribute business lines, or prepare a company for further development or sale.

Scope of Services

ONELAW provides support at all key stages:

— analysis of the business structure and objectives of the reorganisation;
— selection of the appropriate form of reorganisation;
— assessment of corporate, tax and contractual risks;
— preparation of participant or shareholder resolutions;
— drafting the reorganisation agreement;
— preparation of the transfer deed or separation balance sheet;
— assistance with inventory of assets and liabilities;
— preparation of creditor notices;
— drafting new constitutional documents;
— assistance with state registration;
— legal support in connection with disputes and creditor claims.

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When ONELAW Can Assist

Merger of companies

Support with combining several legal entities and transferring their rights and obligations to a new company.

Consolidation into an existing company

Legal support when one or more companies are absorbed by an existing legal entity.

Business division

Support with allocating assets, liabilities and business lines among several companies.

Spin-off

Establishment of a new legal entity with the transfer of part of the assets, rights and obligations of the existing company.

Transformation

Change of the company’s legal form while preserving legal succession.

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ONELAW Approach

Reorganisation is not merely a registration procedure. The selected model determines how assets, liabilities, corporate control and business risks will be allocated.

ONELAW assesses the legal and commercial consequences of each option, taking into account the interests of owners, creditor rights and potential tax consequences.

Our objective is to structure the reorganisation so that it achieves the client’s goals without creating new corporate or property risks.

Key Matters to Consider
When preparing a reorganisation, it is necessary to determine in advance:
— which assets and liabilities will pass to the successors;
— how corporate control will be allocated;
— which claims creditors may bring;
— whether approval of participants, counterparties or public authorities is required;
— which tax consequences arise;
— which contracts and permits must be reissued;
— how business continuity will be maintained.

Errors in the transfer deed, separation balance sheet or creditor notification may lead to refusal of registration and subsequent disputes.