Since 22 July 2026, the withdrawal of a participant from a limited liability company has been governed by the new Law of the Republic of Uzbekistan No. ZRU-1137 dated 21 April 2026 “On Limited Liability Companies”. For a participant, it is essential to distinguish between three legally different situations: The mechanism chosen determines not only the procedure for termination of participation, but also who pays for the interest and how its value is determined. Can a participant withdraw from an LLC without the consent of the other participants? Yes. Article 9 of Law No. ZRU-1137 expressly establishes the right of a participant to withdraw from the company regardless of the consent of the other participants, in accordance with the procedure prescribed by the Law and the company’s constitutional documents. Accordingly, the other participants cannot simply vote against the withdrawal and thereby indefinitely force a person to remain a participant in the company. However, the withdrawal procedure matters. Article 13 requires the procedure for withdrawal of participants to be set out in the foundation agreement, while Article 14 requires the procedure and consequences of withdrawal to be reflected in the company’s charter. Therefore, before withdrawing, it is necessary to review the current versions of both constitutional documents. The right to withdraw and the procedure for selling an interest are not the same thing. Withdrawal from the company and sale of an interest are different legal mechanisms. In the case of a sale, the participant transfers the interest to another person and receives the agreed purchase price from the buyer. Article 21 of Law No. ZRU-1137 permits a participant to sell or otherwise transfer an interest to one or more participants of the company. As a general rule, the consent of the other participants is not required unless otherwise provided by the charter. A sale to a third party is permitted unless prohibited by the charter and must comply with the pre-emptive rights of the other participants and the company. In such a transfer, title to the interest arises for the acquirer from the moment the relevant entry is made in the Unified State Register of Business Entities. In the case of voluntary withdrawal, there is no buyer of the interest: the withdrawing participant’s interest passes to the company itself, and the company is required to settle with the former participant in accordance with the special rules of Article 23. This distinction is significant because the sale price of an interest may be determined by agreement between the parties, whereas the actual value of an interest upon withdrawal is calculated according to a statutory formula. What is the actual value of an interest? Article 15 of Law No. ZRU-1137 provides a direct definition: the actual value of a participant’s interest corresponds to the portion of the company’s net asset value that is proportionate to the size of that participant’s interest. For example, if a participant owns 30 percent of the company, the actual value of the interest is determined on the basis of the corresponding portion of the company’s net assets, rather than the nominal value recorded in the charter capital. Nominal value and actual value are different concepts. Nominal value reflects participation in the charter capital. Actual value reflects the proportionate share of the company’s net assets. However, the actual value is not automatically equivalent to the market value of the interest or of the business. As of what date is the value calculated upon withdrawal? This is one of the most important issues. Article 23 provides that, upon a participant’s withdrawal, the company is required to pay the actual value of the interest determined on the basis of the financial statements for the latest reporting period preceding the date of withdrawal. Accordingly, the Law does not provide for determining an abstract “fair market value of the business” as of the date of a court-appointed expert examination. The legal mechanism is different: For this reason, the date of withdrawal and the reliability of the company’s financial statements may become central issues in any subsequent court dispute. A market valuation of the company does not replace the calculation established by law. This is a fundamental qualification. If an enterprise owns real estate acquired many years ago, its current market value may significantly exceed its carrying value. However, this fact alone does not mean that the former participant is entitled to receive a corresponding percentage of the current market value of the entire business. The Law links the calculation to net assets and financial statements. Accordingly, a valuation report may have evidentiary significance, for example in a dispute concerning the reliability of the recorded value of particular assets, transactions carried out by the company, or the accuracy of accounting data. However, it cannot replace the formula established by Articles 15 and 23 by simply claiming “30 percent of the market value of the enterprise”. This is one of the most important points to understand before submitting a notice of withdrawal. What if the financial statements artificially understate the company’s assets? In that case, the subject matter of the dispute becomes broader. If a participant alleges that, before the withdrawal: it is not sufficient merely to obtain an independent valuation of the interest. The transactions themselves that affected the company’s financial statements must be analysed. The new Law provides separate mechanisms for challenging interested-party transactions, major transactions and transactions with affiliated persons, as well as liability of the director and other governing bodies for losses caused to the company. In other words, a dispute concerning the actual value of an interest may require not only a claim for recovery of an underpaid amount, but also separate claims concerning particular transactions and losses caused to the company. Is the company required to pay cash? As a general rule, yes. Article 23 establishes the company’s obligation to pay the actual value of the interest to the withdrawing participant. Instead of a cash payment, the company may transfer property of equivalent value, but only with the consent of the former participant. Accordingly, the company may not unilaterally state: “there is no cash, so take a vehicle, premises or equipment instead.” The participant’s consent is required for settlement in kind. At the same time, the former participant is not entitled, at his or her own discretion, to demand the return of the exact property that was originally contributed to the charter capital. Paragraph 22 of Resolution No. 262 of the Plenum of the Higher Economic Court explains that if the company does not agree to return property in kind, the former participant may not demand that the interest be returned specifically in the form in which the original contribution was made. What happens to property that the participant transferred to the company only for use? A separate rule under Article 16 applies in this situation. If the participant contributed the right to use property rather than transferring ownership of the property itself to the company, then, as a general rule, following the participant’s withdrawal that property continues to remain in the company’s use until the end of the period for which it was provided. A different procedure may be established by the constitutional document. Therefore, the statement “I have withdrawn, so return my premises or equipment” is not always legally correct. It is first necessary to determine what exactly constituted the contribution: the property itself or merely the right to use it, and for what period. Within what period must payment be made? Article 23 establishes a maximum period: within one year from the moment the interest passes to the company, unless a shorter period is provided by the charter. Accordingly, the charter may improve the former participant’s position by providing, for example, a three-month or six-month payment period. However, the one-year statutory period cannot be extended by the charter: Article 23 permits only a shorter period. In each specific withdrawal, the legal moment at which the interest passes to the company must be separately determined in accordance with the Law, the constitutional documents and the relevant registration documents. The payment period begins to run from that moment. From what sources must the company make the payment? The Law establishes not only the amount of the payment but also its source. The actual value of the interest is paid from the difference between the company’s net asset value and the amount of its charter capital. If that difference is insufficient, the company is required to reduce its charter capital by the deficient amount. This means that the argument “the company does not have sufficient available cash” does not, by itself, terminate the company’s obligation to the former participant. At the same time, a reduction of the charter capital also affects creditors’ interests: Article 20 grants them, in the cases established by law, the right to demand early performance of obligations and compensation for losses. Accordingly, the withdrawal of a participant holding a substantial interest may have consequences for the company’s overall financial structure. What happens to the interest after withdrawal? Once the interest passes to the company, it does not automatically become an additional interest belonging to the remaining participants. Article 24 establishes a special regime. An interest owned by the company itself: Within one year, by resolution of the general meeting, the company must distribute such interest among the participants or sell it to the participants and, if not prohibited by the charter, to third parties. If the interest is neither distributed nor sold, it must be cancelled with a corresponding reduction of the charter capital. Accordingly, the withdrawal of one partner may significantly alter the corporate balance and requires not only settlement with that participant but also a subsequent decision regarding the interest transferred to the company. When is the company itself required to purchase the interest? Withdrawal is not the only situation in which a participant may receive the actual value of an interest from the company. Article 23 provides another important mechanism. If the charter prohibits the transfer of an interest to third parties and the other participants refuse to purchase it, the company is required, at the participant’s request, to acquire the interest. The same applies where the charter requires consent for the transfer of an interest but such consent is not granted. In this situation, the relevant calculation date is different: the actual value is determined on the basis of the financial statements for the latest reporting period preceding the date on which the participant submitted the request for the company to acquire the interest. This again demonstrates why voluntary withdrawal, sale of an interest and compulsory acquisition of the interest by the company must not be confused. Should company documents be obtained before withdrawal? As a practical matter, yes. While a person remains a participant, Article 9 guarantees the right to receive information concerning the company’s activities and to review its financial statements. If a dispute concerning the amount of payment is anticipated, before completing the withdrawal it is advisable, to the extent possible, to secure and obtain: Once the person ceases to be a participant, the scope of his or her corporate information rights will be different. Therefore, withdrawing first and only afterwards attempting to reconstruct the company’s financial position is generally a less secure sequence of actions. May a court-appointed expert examination be required? Yes, but the questions submitted to the expert must be formulated correctly. A dispute may require examination of: However, the purpose of the expert examination should not from the outset substitute the statutory formula with the question “what is the market value of the entire business?” The court must first determine the actual value of the interest in the legal sense established by Articles 15 and 23 of Law No. ZRU-1137. Which court has jurisdiction over a dispute? Disputes related to interests in charter capital and the exercise of the corporate rights arising from such interests constitute corporate disputes under Article 30 of the Economic Procedural Code. Such disputes are considered by the economic court, and corporate claims are filed at the location of the relevant legal entity. Chapter 26 of the Economic Procedural Code establishes special procedural rules for corporate disputes. Where there is also a risk of changes to the charter capital, disposal of assets or other actions that may hinder enforcement of a future judgment, interim measures should be separately considered. Article 214 of the Economic Procedural Code expressly permits their application in corporate cases. Moreover, Article 16 of Law No. ZRU-1137 expressly provides for the possibility of a court restricting changes to the charter capital while a dispute between participants concerning their interests is pending. What should be checked before submitting a notice of withdrawal? Before withdrawing from an LLC, at a minimum the following questions should be answered: The final question is particularly important. The right to withdraw from the company does not mean that withdrawal is always the most economically advantageous way to terminate participation. In the case of a sale, the parties may agree on a market-based price. In the case of withdrawal, the company settles with the participant according to the special statutory formula for determining the actual value of the interest. Conclusion A participant’s withdrawal from an LLC after 22 July 2026 is not a procedure whereby the participant simply “returns the interest to the company and receives its market value”. A participant is entitled to withdraw irrespective of the consent of the other participants, but the withdrawal procedure is governed by the Law and the company’s constitutional documents. Following withdrawal, the interest passes to the company and the former participant receives its actual value. That value is determined neither by the nominal value nor automatically by the market value of the business, but as the proportionate part of the company’s net assets corresponding to the participant’s interest, based on the financial statements for the latest reporting period preceding the date of withdrawal. The company is required to make settlement no later than one year from the date on which the interest passes to the company, unless the charter provides for a shorter period. Property may be transferred instead of money only with the consent of the former participant. For this reason, the most important work often needs to be carried out before withdrawal: reviewing the charter, obtaining financial documents, establishing the state of the company’s net assets and analysing transactions that may affect the future calculation. Legal Framework This material is current as of 5 September 2026.Withdrawal of a Participant from an LLC: How the Actual Value of the Interest Is Calculated and Paid
— voluntary withdrawal from the company;
— sale of an interest to another participant or to a third party;
— cases where the company itself is required to acquire the participant’s interest.
— assets were transferred to an affiliated person;
— a major asset was sold at a substantially undervalued price;
— artificial liabilities were created;
— assets were omitted from or incorrectly reflected in the accounting records;
— transactions were entered into that reduced the company’s net assets,
— is not taken into account for voting purposes;
— does not participate in the distribution of profits;
— is not taken into account in the distribution of property upon liquidation.
— financial statements for the relevant periods;
— the balance sheet;
— information on fixed assets;
— documents relating to real estate;
— information on receivables and payables;
— information on loans and pledges;
— minutes of general meetings;
— documents relating to major and affiliated-party transactions;
— information on the company’s judicial and enforcement liabilities.
— the financial statements;
— the correctness of the calculation of net assets;
— the existence and amount of specific assets and liabilities;
— whether accounting data correspond to the underlying primary documents;
— the value of specific assets;
— the effect of particular business transactions on the company’s net assets.
