A new law on limited liability companies (LLCs) entered into force in Uzbekistan on 22 July 2026, and it is the first to set out fiduciary duties for board members and directors of the country's dominant legal form. On 1 September 2026 LLCs accounted for 366,051 of the 456,652 operating commercial organisations, while joint-stock companies (JSCs), the form in which statutory governance rules first appeared, accounted for 0.1%. For a foreign owner, corporate governance in Uzbekistan is therefore largely a question of how an LLC is governed.

Several other rules that bear on control changed in the same year. In February the JSC law gained a list of fiduciary duties and rules for majority shareholders, and from July enterprises with state participation could no longer be parties to domestic arbitration agreements. An August decree lets the state keep a temporary special right in strategic companies it sells, and a February resolution set the state's highest target yet for independent members on state company boards.

This article asks how much of a foreign owner's control over an Uzbek company can now run through its supervisory board, and what the law still leaves with the owner, the director and the state. The question recurs in governance and ownership mandates in Uzbekistan, and the answer draws on statutes, official data and published state targets. No court decisions applying the new rules were found, so the analysis rests on the texts and marks each measure by its status, from in force to announced.

Operating commercial organisations by legal form, with shares calculated by Tretiakov Consulting from the National Statistics Committee register releases for 1 March 2023, 1 April 2024, 1 April 2025 and 1 September 2026.

Corporate Governance in Uzbekistan Depends First on Legal Form

The analysis covers limited liability and joint-stock companies in which a foreign owner or investor holds a stake, including joint ventures with state partners and companies bought from the state. Branches and representative offices of foreign companies have no governing bodies of their own and are left out. So are the prudential rules for banks, and so are companies set up inside the Tashkent International Financial Centre (TIFC), where Article 2 of the new LLC law gives way to the centre's own rules. The provisions of the new law are cited from the official text, and where a detail rests only on published reviews, the article says so.

Company counts are operating commercial organisations in the register releases of the National Statistics Committee, excluding farms. They are comparable only from 1 March 2023, after enterprises without receipts on their bank accounts for nine months had been moved to inactive status. Enterprises with foreign capital include branches of foreign firms, and a foreign enterprise in these releases is one wholly owned from abroad, which describes its ownership and not its legal form.

Legal texts are cited as published on the national legislation database on 26 September 2026, except the Civil Code articles on representation, which were read in a commercial legal database without a version date. Money values are nominal and converted at the Central Bank rate for 25 September 2026 of UZS 11,830.87 per USD, while thresholds set in base calculation amounts use the UZS 440,000 in force since 1 September 2026. Counts of enterprises with state participation differ between official sources, which do not reconcile them, so each is given with its source.

The chart above shows how far the economy has moved into one legal form. Older releases put LLCs at 68.0% of commercial organisations on 1 January 2022, but they still counted enterprises that were later reclassified as inactive. Since March 2023 the number of JSCs has barely moved, which leaves the joint-stock form a small and stable segment of the economy.

That small segment has long been closely tied to the state. The strategy for state enterprises adopted in March 2021counted 599 JSCs, found a state share in 42% of them and reported that the state held 84% of all their shares. The first statutory rules on independent members and audit committees, introduced in 2019, and the external check on large affiliated-person deals added in 2020 reached a narrow circle of companies with a large state presence. The conclusion is ours, drawn from the counts and the texts, since neither source states it.

Foreign capital, by contrast, sits almost entirely outside that circle of companies. The register release for 1 September 2026 counted 21,490 operating enterprises with foreign capital, of which 16,732 were wholly foreign-owned, and it does not break them down by legal form. Even if every JSC in the country had a foreign shareholder, JSCs could account for only about 3% of these enterprises (Source: Tretiakov Consulting). The published statistics do not show how the rest divide between LLCs, other forms and branches of foreign firms.

The state's own holdings are moving into the same two corporate forms. The 2021 strategy counted 2,692 commercial organisations with state participation, most of them state unitary enterprises or LLCs, and 241 JSCs, a figure that the document does not reconcile with the share of JSCs quoted above. Law ZRU-1025 of 7 February 2025 then abolished the state unitary enterprise as a legal form, as the Asian Development Bank (ADB) records in its programme documents. Where the state holds a stake, additional rules apply, several of them only above 50%.

A foreign-owned company enters the joint-stock regime either by choice or as a consequence of its size and borrowing. Only a JSC issues shares that can be listed, and an LLC with more than 50 participants must convert into a JSC or a production cooperative within a year under Article 8 of the new LLC law. Since October 2025 an LLC classified as a large borrower, with financial debt of at least USD 50 m and systemic importance for the economy, must also convert into a JSC within three months under Cabinet of Ministers Resolution No. 670. The main statutory requirements that follow from these differences are compared below.

Statutory governance duties rise with listing and state ownership, while a private LLC settles most of them in its charter

Main statutory governance requirements by company type in Uzbekistan, as of 26 September 2026

Compiled by Tretiakov Consulting from Law ZRU-1137, the Law on Joint-Stock Companies as amended by Law ZRU-531and Law ZRU-814, the Law on Audit Activity, the Law on Accounting, Resolution PP-282 and the joint resolution on public interest entities.

The exception for JSCs with fewer than 30 voting shareholders follows Article 74 of the JSC law. The LLC rows reflect the LLC law, and the duties that the state property law adds for enterprises with state participation are discussed in the text.

From a Voluntary Code to Statutory Duties, 2015 to 2026

Most of these statutory requirements are recent, and they began with rules written for listed companies. Until 2019 corporate governance in Uzbekistan combined a JSC law that set the basic structure of the board with a voluntary code that covered independent members, committees and disclosure. The Corporate Governance Code was approved at a meeting of a government commission on 31 December 2015, recorded in minutes dated 11 February 2016, and applies to JSCs on a comply-or-explain basis. It recommends that independent members hold at least 15% of board seats, and no fewer than one, and it asks companies to adopt internal policies on information, internal control, dividends and conflicts of interest.

An assessment by the European Bank for Reconstruction and Development (EBRD), based on information to the end of February 2019, rated the structure and functioning of boards as weak to very weak. Of the ten listed companies in its sample, only one disclosed an independent board member and three declared compliance with the code, and the EBRD found no authority that monitored compliance. The changes of the following seven years start from that baseline.

The first step from recommendation to statute came through the law on joint-stock companies. Law ZRU-531 of 20 March 2019 required at least one independent member on the board of any company whose shares were on the exchange quotation list. Such companies also had to form an audit committee made up only of board members, and internal audit, where it exists, reports to that committee. Law ZRU-814, in force from 20 April 2023, extended the independent seat to JSCs and LLCs in which the state holds more than 50%, listed the grounds that disqualify a candidate and required JSCs to publish a register of their independent members. It also made cumulative voting count independent seats separately from the others.

The second step, in 2020, tightened the JSC law's existing rules on transactions with affiliated persons. Since Law ZRU-640 of 5 October 2020, a JSC may approve a deal with an affiliated person worth 10% or more of its net assets only after an independent external audit organisation has examined its terms against the market value of the property. Information on all affiliated-person deals, including the written notices, the full decisions and any conflict of interest, forms part of the annual report. The new LLC law gives affiliated-person deals a chapter of its own, discussed further below.

The third step wrote the duties of those who run companies into the statute. Law ZRU-1097, in force since 28 February 2026, lists the fiduciary duties of JSC board members, directors and management board members and adds an article on the majority shareholder. The new LLC law, which took effect on 22 July 2026, sets out the same kind of duties for board members and executives. Both build on older liability rules, such as the subsidiary liability to creditors that a JSC director has borne since 2023 where a breach of the procedure for major or affiliated-person transactions harmed the company and the director's fault is proven.

No revised edition of the voluntary code itself could be traced. The page of the State Assets Management Agency that presents it, last updated on 22 February 2024, still refers to the code approved in 2015. The ADB reports that updated corporate governance rules for state enterprises have been approved, under an act it does not name. Rules for state companies have developed along a separate line. Law ZRU-821 on the management of state property, in force since 10 March 2023, requires the authorities to bring independent members onto the boards of enterprises with state participation and to coordinate their move to IFRS.

The same law has the authorities oversee liability insurance for the board members of such enterprises and links board pay to an annual assessment of corporate governance. Read in sequence, the rules moved from companies with public investors to companies owned by the state, and only in 2026 to the private LLC. The legislator has not stated this sequence as an aim, and it shows only in the dates of the texts.

What a Supervisory Board Can Decide Under the 2026 LLC Law

For most foreign owners the decisive change arrived last, in the law on limited liability companies, and the first question it raises is what a board may decide at all. Law ZRU-1137 of 21 April 2026 replaced the LLC statute of 2001 and has applied since 22 July 2026. According to a practitioner quoted in a July 2026 review of the law, it does not require existing companies to re-register urgently or to replace their charters wholesale.

The new law does not make a supervisory board mandatory in an Uzbek LLC. Under Article 30 the general meeting of participants is the supreme body, a board exists only if the charter provides for one, and the executive body answers to the board only where the charter says so. A charter that creates a board without that clause therefore leaves the director reporting to the participants alone.

Article 31 of the law fixes the decisions that the participants keep for themselves. It lists the exclusive powers of the general meeting and forbids passing them to the executive body at all, or to the board except where the law itself allows it. The list covers the decisions that determine the value of a stake, from the accounts and the distribution of profit to the audit, the capital and the structure of the company, and the table at the end of this section sets them out.

Article 40 names what a charter may hand to the board. It can give the board the power to form and dismiss the executive bodies, to set up internal audit and appoint its staff, to decide on major transactions in the cases set by Article 50 and to prepare general meetings. Article 50 defines a major transaction by its size relative to net assets and leaves the decision with the general meeting, while the charter can give the board a band of such deals measured by the value of the company's property instead.

Article 49 applies the same pattern to transactions in which a board member, the director or a large participant has an interest. The general meeting approves such a deal by the votes of the participants with no interest in it, and the charter can pass the decision to the board only up to a limit tied to the value of the company's property. The table gives the thresholds of both articles, which limit by deal value how far a charter can extend the board's control.

In a company with one participant the question takes another form. Article 38 has the sole participant decide every matter of the general meeting alone and in writing, so the reserved decisions already sit with the owner. Read together, Articles 31, 38 and 40 mean that a board in a wholly owned subsidiary adds no rights for the owner. What it adds is a level at which the director is appointed, deals within the delegated limits are approved and the company is overseen locally, and whether to have that level is left to the charter. Article 8 also limits the structure, since an LLC cannot have as its only participant another company that itself has one member, unless that company is a joint-stock company with one shareholder, and the text makes no exception for foreign parents.

The law also separates oversight from management in the composition of the board. Under Article 40 the director and the members of the management board cannot sit on the board, and neither can the managers or employees of the company's subsidiaries and dependent companies. Article 39 requires the charter to state the number of independent members separately, and Article 41 makes at least one mandatory only where the state holds more than 50%. The board's quorum, term and voting rules are covered in the analysis of the voting and deadlock mechanics of a two-partner company.

Everything that neither the participants nor the board holds belongs to the director. Article 42 lets the director act for the company without a power of attorney and issue powers of attorney to others. Under Article 126 of the Civil Code, a court can annul a transaction that exceeds limits written into the charter only if the counterparty knew or obviously should have known of the limit.

The charter can pass executive appointments and deals within set limits to the board, while accounts, profit, audit and capital stay with the participants

Allocation of decisions in a limited liability company under Law ZRU-1137, as of 26 September 2026

The director exercises all powers not assigned to the general meeting or the board and acts for the company without a power of attorney (Article 42).

Compiled by Tretiakov Consulting from Law ZRU-1137 of 21 April 2026, Articles 31, 40, 42, 49 and 50.

Statutory Authority, Delegated Authority and What Reaches the Owner

Authority that the charter leaves with the director does not stay with one person, because it travels through powers of attorney, signature keys and bank mandates. Control in a foreign-owned company runs along two chains that the law keeps apart. Authority runs down from the participants to a director who needs no power of attorney, and from the director to the people who act under documents that the director issues. Information runs up to the owner in the scope that the charter sets.

How Authority Leaves the Director

The Civil Code separates the grounds on which one person may act for another. Under Article 129, authority can rest on a power of attorney, the law, a court decision or an act of a state body. The director of an LLC acts on the basis of the law, while almost everyone else in the company acts on powers of attorney that the director signs.

Two rules in the Code matter most for an owner abroad. A power of attorney can be revoked at any time, and an agreement waiving that right is void (Article 141). Acts done before the attorney knew or should have known of the revocation still bind the company towards third parties (Article 143), and Article 142 requires notice to the attorney and to the third parties the company knows of. What happens to these documents when the head of the company changes is covered in the note on whether an interim executive holds the statutory office or a power of attorney.

Electronic signature keys add a second layer of delegated authority. Law ZRU-793 on electronic digital signatures, in force since 14 January 2023, lets a company obtain a key certificate through any employee named in a power of attorney and hold several keys at once, each valid for up to 24 months. The signature equals a handwritten one only when it is used for the purposes stated in the certificate, and the law provides no field in the certificate for monetary limits or specific powers, which come from the power of attorney instead.

Signing rights in the accounts and at the bank follow the same pattern. Under Article 13 of the Law on Accounting, the head of the company approves two lists of signatories, one for management functions and one for accounting and financial management, and documents without their signatures are invalid. The head may appear on both lists and may outsource the bookkeeping to a specialised firm under Article 11. At the bank, the signature card lists the persons to whom the head has granted signing authority under Central Bank Instruction No. 3420, in force since 9 February 2023, and no mandatory second signature by a chief accountant appears in the text reviewed.

In effect the perimeter of authority in a subsidiary is drawn by documents, most of which the director issues or authorises. The charter and the participants' decisions define what the director may decide, while powers of attorney, keys, signing lists and bank cards define who signs for the company and for what purpose. No rule written for foreign-owned companies says so, and the picture follows from how the Civil Code, the signature law and the accounting law allocate signing authority. The same logic applies to how decision rights are redrawn inside Uzbek operating companies.

What Reaches the Owner

The LLC law guarantees the owner a framework for information and leaves its content to the charter. A participant may obtain information about the company and see its financial statements in the manner set by legislation and the constituent documents (Article 9), and the charter must state how information is provided to participants (Article 14). Materials for a general meeting are available 30 days before it (Article 34), and an extract from the minutes goes to every participant within five working days (Article 36). The accounting law names the owners among the recipients of financial statements in accordance with the constituent documents, quarterly for most companies and annually for small ones (Article 25).

Publication of the accounts is a separate matter from reporting to the owner. Article 26 of the accounting law obliges JSCs, banks, insurers and other organisations named in legislation to publish annual financial statements together with the audit report, and it does not name LLCs among them. The practicalities of the books, from their language to the role of the chief accountant, are discussed in the article on how the statutory accounting record of an Uzbek subsidiary is kept.

Mandatory audit follows the ownership and the size of a company. Article 35 of the Law on Audit Activity requires an annual audit of JSCs, banks, insurers, any company with a state share and any commercial organisation that meets two of three tests for the reporting year. At the current base calculation amount those tests are assets above UZS 44 bn (about USD 3.7 m), revenue above UZS 88 bn (about USD 7.4 m) and an average headcount above 100. Foreign ownership is not among the grounds, so outside the financial sector a foreign-owned LLC is audited by law only through its size or a state co-owner.

An owner can also order an audit of its own. Participants holding at least 5%, a threshold lowered from 10% in 2022, and the owner of the whole company may commission one at their own initiative and expense. The company must then give the auditor its documents (Articles 36 and 37 of the audit law). The audit of the company itself remains a decision of the general meeting, which alone orders it, chooses the auditor and approves the accounts under Article 31 of the LLC law.

Reporting under IFRS now depends on a register of public interest entities. Presidential Resolution PP-282 replaced the blanket rule of 2020, which covered JSCs, banks, insurers and large taxpayers, with this register from 17 December 2025. The Ministry of Economy and Finance publishes the register each year by 1 July. A company in it keeps IFRS accounts from 1 January of the following year and publishes audited statements from its second IFRS year on its website and the unified corporate information portal. Outside the register, and unless another act sets an earlier transition, IFRS is voluntary, and a company that adopts it by choice no longer files statements under national standards.

The first register under this regime appeared in June 2026, and financial organisations make up most of it. A foreign subsidiary outside finance and the stock market enters it through the size test set by the joint resolution of the ministry and the Central Bank. The resolution requires a company to have, at the same time and in each of the last two years, assets and net revenue of at least UZS 440 bn each (about USD 37.2 m) and an average of at least 500 employees. For a large foreign-owned LLC the register brings a public, audited IFRS report that does not depend on the charter.

Organisations in the 2026 register of public interest entities by inclusion criterion, as reported on 26 June 2026, with the criteria set by the joint resolution of the Ministry of Economy and Finance and the Central Bank.

The owner of a foreign-owned LLC therefore receives reports in three layers and designs only the last of them. Statements under national standards and, where the register applies, IFRS statements follow from the law, while reporting to the participants beyond them follows the charter. These charter clauses are the working material of board advisory and governance support for foreign-owned companies.

Fiduciary Duties, Parent Liability and Intra-Group Deals

The rules that let a director act without the owner come with others on who answers for the result. Since 2026 both company laws name the duties of the people who run a company, and the LLC law extends liability to those who control it. Case law on these rules has yet to appear, so the analysis rests on the statutes and, for a few details, on published reviews of the LLC law.

Duties Written Into Both Company Laws

Since February 2026 Article 81 of the JSC law has listed the fiduciary duties of board members, directors, management board members and trust managers. They must act in good faith, using the methods that best serve the interests of the company and its shareholders, and must not use the company's property or business opportunities in their own interest. They may not compete with the company without the consent of its governing bodies, disclose confidential information or accept benefits from interested persons for the decisions they take. A breach is a ground for liability, and legislation, the charter and internal documents may add further duties.

The LLC law gives the same subject an article of its own. Article 44 sets out the fiduciary duties of board members and of the sole and collegial executive bodies. According to a May 2026 review of the law and an April 2026 legal newsletter, the list follows Article 81 of the JSC law item by item, and the charter can extend it. Under Article 46 those who breach these duties are liable to the company for the losses they cause.

The two laws point the duty in the same direction, towards the company. The JSC law refers to the interests of the company and its shareholders and the LLC law to those of the company and its participants, so neither names the participant that nominated a board member. A director or board member nominated by a foreign parent therefore owes these duties to the Uzbek company, and an instruction from the group does not displace them. The point rests on the wording of both laws, since no published court decision has yet applied them to a nominee of a foreign parent.

When a Parent Answers for Its Subsidiary

The LLC law also reaches the parent company behind a subsidiary. Under Article 7 a parent company entitled to give binding instructions to a subsidiary is jointly and severally liable for the transactions the subsidiary concludes to carry out those instructions. A company counts as a subsidiary where another company holds a predominant stake in it or can otherwise determine its decisions, including under a contract. Article 4 adds a rule for insolvency caused by unlawful acts of the director, the collegial executive body, a board member, a participant or a trust manager with the right to give binding instructions. If the company's assets fall short, such a person may bear subsidiary liability for its debts, jointly where several persons caused the harm.

The JSC law applies a narrower test to controlling shareholders. Under Law ZRU-911, in force since 22 February 2024, a JSC's insolvency counts as caused by a shareholder entitled to give binding instructions only if that shareholder used the right knowing that insolvency would follow. In an LLC, the parent's right to give binding instructions arises only where a contract with the subsidiary or the subsidiary's charter provides for it (Article 7). A group policy or a letter therefore creates no such right on its own, and the parent's exposure under Article 7 depends on what the charter and intra-group contracts say.

A separate rule in both laws addresses the majority owner. Article 28¹ of the JSC law treats as a majority shareholder anyone holding more than 50% of the voting shares, or the largest holder whose vote can decide the outcome. Such a shareholder may not knowingly take decisions in its own interest that harm the company and the other shareholders, and it is liable for the resulting damage. Article 48 of the LLC law introduces a majority participant on the same model, and a foreign partner holding more than 50% of a joint venture falls within it. The rule matters most where there are other participants to invoke it.

Deals Inside the Group

Transactions inside a group are where the new LLC law touches foreign owners most directly, because two approval regimes can apply to the same contract. A parent holding 20% or more of the votes is an interested party whenever it deals with its subsidiary, so the deal needs the consent that Article 49 requires. The same parent is an affiliated person, and Articles 55 to 58 subject its deals to a separate procedure with an approval step of its own.

The affiliated person notifies the company in writing, the executive body and the internal audit service, where one exists, examine the deal under Article 57, and Article 56 requires it to be disclosed. Where the company has a supervisory board, Article 58 gives it the approval, unless two or more board members are affiliated persons, in which case the general meeting decides. The parent itself may not take part in the discussion or the vote. The law does not say whether this approval replaces the consent under Article 49 or comes on top of it, so management fees, royalties, loans and supplies within the group may need both.

The new LLC law applies the same type of external check that the JSC law has required since 2020. Under Article 58, an affiliated-person deal worth 10% or more of the company's net assets needs a market valuation by an appraisal organisation and an examination of its terms by an independent external audit organisation. Some media reviews give a 20% threshold for this check, but the official text uses the lower figure.

The interaction of the two regimes is least clear in a wholly owned LLC, where the sole participant is itself the interested and affiliated party. Article 38 lets that participant take the general meeting's decisions alone, but it does not lift the bar in Article 58 on an affiliated person taking part in the decision. The law does not expressly provide a separate approval route for this situation, and no published court guidance addressing it was identified. Of the steps in the procedure, only the external check of larger deals rests on firms outside the group.

Tax law draws a separate line around these transactions. Article 37 of the Tax Code defines related persons by its own criteria, and corporate approval of a deal does not replace a tax review of its price. The corporate and the tax tests can therefore give different answers for the same counterparty.

Some protections familiar from other jurisdictions are missing from the 2026 rules. Neither Law ZRU-1097 nor the new LLC law contains a business judgement rule that would shield a decision taken in good faith within normal business risk. Among the texts reviewed, liability insurance for board members appears only in the state property law, which charges the authorities with overseeing it in enterprises with state participation. How courts treat decisions that go wrong will become clear only once the 2026 rules are applied.

Independent Board Members Between the Legal Minimum and State Targets

Duties apply to every board member in the same way, yet the law singles out one group of members with its own eligibility test and its own count. The legal minimum is one independent member, and it applies to few companies. Article 76¹ of the JSC law requires it in JSCs whose shares are on the exchange quotation list or in which the state holds more than 50%, and Article 41 of the LLC law does the same for state-controlled LLCs. The JSC law excludes, among others, anyone holding 5% or more of the voting shares directly or through affiliates, anyone who has sat on the board for six consecutive years and any employee of a state body or state enterprise.

State enterprises started from a low base in the first official count. The 2021 strategy counted the state enterprises with supervisory boards and the independent members sitting on them, and on those figures two thirds of the boards had no independent member at all (Source: Tretiakov Consulting). The levels and targets reported since then are set out in the table at the end of this section. A foreign owner meets these boards as the state's partner in a joint venture or as an investor in state companies that sell shares, so their make-up matters beyond the state sector.

The clearest change is in the companies linked to the National Investment Fund of Uzbekistan (UzNIF). The fund was set up in 2024 with minority stakes in large state companies, and a presidential resolution of February 2026 provided for its asset manager's representatives to join the boards of the portfolio companies. According to the asset manager's head for Central Asia in September 2026, ten independent non-executive directors have been elected across the portfolio. In 11 of its 13 companies, independent directors and the manager's representatives together now form a majority of the board.

State-owned banks show a similar shift in the make-up of their boards. The 2026 Article IV report of the International Monetary Fund (IMF) records that three state-owned commercial banks have boards with a majority of independent members and that two have appointed independent chief executives. The reform behind these figures is traced in the analysis of board independence in Uzbek state-owned banks.

These figures do not form one series and cannot be combined. The 2021 count covered boards, the 2023 and 2025 figures cover seats, the ADB's base is the largest state-owned JSCs and the October 2025 figure gives no base at all. No official series for the whole state portfolio has been published, so no aggregate share is calculated here. On the reported figures, the level announced in October 2025 remained below the target that the 2021 strategy had set for that year.

The targets set since 2021 have risen with each document, and none has been reported as met. The earliest deadline has passed, the ADB ties its figure to a financed programme, and the highest, set in the February 2026 resolution, has no date. The table places each target next to the reported levels, so the gap is visible without a combined figure.

An earlier decree set a board quota of a different kind. Decree UP-6096 of 27 October 2020 required at least 30% of board seats in 32 large state enterprises to go to qualified international specialists by 1 July 2021. Its text does not use the word independent, so the Uzbek documents treat international specialists and independent members as separate categories.

International assessments describe the same gap between rules and boards. The World Bank found in December 2023 that the boards of state enterprises were in practice still dominated by civil servants and that the independent member remained rare. A 2026 IMF paper on state-owned enterprises states that their boards lack autonomy, because they have too few qualified independent members and their powers are usually constrained.

A private LLC or an unlisted private JSC needs no independent member at all, and the recommendation of the 2015 code remains voluntary. The premium segment of the exchange's listing rules requires a corporate governance code approved by the issuer's general meeting and independent members in the number set by law and internal documents. In a foreign owner's subsidiary, independence is a decision for the charter.

Targets for independent board seats at state companies have risen to half, while reported levels stood at a quarter

Reported levels and targets for independent supervisory board members at state companies in Uzbekistan, 2021 to 2028

Compiled by Tretiakov Consulting from Cabinet of Ministers Resolution No. 166, the ADB programme document, the Deputy Prime Minister's statement reported in October 2025 and Presidential Resolution PP-74.

Joint Ventures and Privatised Companies Where the State Stays Involved

Independent seats are one channel through which the state shapes companies it co-owns or has sold, and most of the other channels sit outside the board. The state asset agency's database, as cited by the IMF, still counted 1,917 enterprises with state participation at the end of February 2026. Privatisation accounted for under a fifth of the enterprises that had left the portfolio, according to a breakdown of exits reported in July 2026 (Source: Tretiakov Consulting). The rules below apply wherever a foreign investor sits alongside the state, from the joint ventures with state-owned partners analysed separately to companies bought from it.

Where the state sits on the board of a joint venture, its seats are filled differently from independent ones. An employee of a state body or state enterprise cannot be an independent member, so officials who sit on such a board do so as representatives of the state's stake. Under Resolution PP-101, the board members elected on the state's stake recommend the dividend on it to the general meeting in agreement with the state asset agency.

Record-keeping for the shares of state-controlled companies is changing as well. From 1 October 2026 the rights to shares in companies in which the state holds more than 50% are recorded by the Central Securities Depository, under the decree of 28 August 2026 as reported by the business press. The LLC law separately allows a company to keep the record of its charter capital at the depository by its own decision or where legislation requires it. For a foreign co-investor in such a company, its holding is then recorded in the same system as the state's.

The route for resolving disputes has changed more sharply for such companies. Since 24 July 2026 state bodies and enterprises with state participation may not be parties to domestic arbitration agreements under the law on arbitration courts as amended by Law ZRU-1141. The Code of Administrative Liability sets fines for officials where such an entity becomes a party to one. The amended law does not define such an enterprise. The state property law defines one by a state stake above 50% or larger than any other participant's, but whether that definition governs the ban, or whether the ban reaches clauses signed earlier, has not been settled.

Read together, the laws narrow the options for a joint venture. Article 8 of the LLC law allows a deadlock between participants to go to mediation or arbitration if the constituent documents provide for it, but a state partner can no longer be a party to a domestic arbitration agreement. The ban as written stops short of international arbitration between a foreign investor and a state partner, since only the domestic law was amended and the separate law on international commercial arbitration was left as it was.

Corporate disputes about a company's shares and decisions have a fixed forum. Under Articles 30 and 37 of the Economic Procedural Code, disputes over the ownership of shares and stakes and challenges to decisions of a company's bodies belong to the economic court at the company's location. Neither the statutes nor the Supreme Court guidance reviewed says whether such cases can go to arbitration instead. The Tashkent International Commercial Court set up by the constitutional law on the TIFC is reported to hear cases that the parties refer to it in writing, although the centre is not yet operating. The reports do not say whether it can hear a dispute over stakes in a company outside the centre.

The state's most direct instrument in a privatised company has a history. Cabinet of Ministers Resolution No. 151 of 2007gave a state representative a veto at general meetings and board meetings over charter changes, capital, major and related-party transactions, reorganisation and liquidation. That golden share was abolished by Resolution No. 619 of 26 October 2022, and the JSC law had dropped its article on the golden share earlier that year.

Decree UP-177 of 28 August 2026 brings back a related tool in a new form. It introduces the practice of keeping a temporary special right of state participation when strategic enterprises are privatised, by decision of the President, to protect national security, social stability and the interests of the population. According to press explanations of the decree, buyers are told of it before the privatisation begins, the right is introduced by a separate presidential decision after the sale and it can be cancelled only by another such decision. The decree does not define what powers the right carries, so the list of 2007 cannot be assumed to apply.

Payment terms keep a buyer tied to the state for longer. UP-177 cut the advance payment to 15% and allows the balance to be paid without interest over up to seven years, depending on how much the buyer pays early. While instalments are still running, the certificate of ownership is marked as giving no right of disposal, so the buyer cannot sell or pledge the stake until the schedule is met. The bidding process itself is described in the note on the routes by which foreign investors bid for state assets.

Obligations taken on at purchase are monitored outside the company's own bodies. Privatisation Law ZRU-907, in force since 16 May 2024, sets out in separate articles the consequences of a buyer's failure to meet the contract terms and the monitoring of those terms. Monitoring buyers' investment and social obligations is among the functions of the state asset agency, and in September 2026 its deputy director described such obligations as a way to secure both the sale proceeds and the development of the enterprise.

A recent case shows the scale of these commitments. In June 2026 a consortium led by a US company won the sale of 100% of the state mobile operator Mobiuz with an offer of USD 351 m and an investment commitment of up to USD 500 m. In September the agency's deputy director expected the deal to close by the end of the year. For the buyer, tracking such terms belongs with the work of securing control in the first hundred days after an acquisition.

What Is in Force, Financed or Announced to 2031

Several of these instruments are recent and some still lack implementing rules, so the remaining question is which of them are in force and which are only announced. The measures that will shape board control over the next five years fall into three groups by status. Company law and the rules around it have already changed, the state sector is being reshaped through dated programmes, some of them with external financing, and the remaining measures are announced or in draft. The table sets out each measure with its next step and its status on 26 September 2026.

Company-law changes are already in force, while the dated measures to 2028 concern state companies and new institutions

Governance-related measures in Uzbekistan by status, as of 26 September 2026

Compiled by Tretiakov Consulting from the acts on the national legislation database, namely Law ZRU-1137, Law ZRU-1097, Law ZRU-1141, Decree UP-177, Resolution PP-282, Law ZRU-1158 and Resolution PP-145, and from the ADB programme document.

Dates and targets reported in the press follow the register announcement, the launch target for the financial centre, the national investment fund's listing, the airline's listing plans and the report on the draft capital market law.

The first group, the rules already in force, is complete on paper. The new LLC law, the duties in the JSC law, the arbitration ban, the special right and the register of public interest entities are in force, while no implementing acts for the LLC law or court decisions on the new rules were found. Until practice develops, charters and internal documents fill in the detail of procedures such as reporting to participants.

The second group has dates and, in part, money behind it. The ADB programme, the privatisation under UP-177 and the offering schedule of Resolution PP-145 each set steps with deadlines. Of the scheduled offerings, the national investment fund's listing is the only one known to have taken place. The offering planned for the Navoi Mining and Metallurgical Company in the second half of 2025 had not happened by May 2026, and the airline's listing has moved to a later year. The ADB's indicative next stage also provides for third-party reviews of how large state companies apply the corporate governance code, including their adoption of IFRS.

The third group consists of measures that are announced or still in draft. The financial centre and its commercial court exist in law but have still to open. The successor strategy for reforming and privatising state enterprises, which Resolution PP-145 asked to be prepared by 1 December 2025, could not be found among the adopted acts.

Legislation for the capital market is still at the draft stage. The draft law presented by the National Agency of Perspective Projects, which regulates the market, would widen the agency's supervisory powers, according to a report on its presentation. No new corporate governance code has been identified, so the 2015 code for JSCs remains the reference for voluntary practice.

The dated measures end within the table's horizon, and no published forecast for corporate governance in Uzbekistan covers board composition, the number of JSCs or the size of the state portfolio beyond it. The series discussed above differ in base and definition, so extending them would add assumptions rather than evidence. Groups that run subsidiaries on both sides of the border meet the same board-control questions in Kazakhstan under a different legal framework, which is why the two countries are analysed separately.

Conclusion

In a limited liability company, the form that dominates the Uzbek economy, control sits on three levels, and the board holds only what the charter gives it. Approving the accounts, distributing profit, ordering the audit, changing the capital and reorganising the company stay with the participants under the law. The charter can pass to the board the appointment and dismissal of the director, internal audit and deals within the limits of Articles 49 and 50, while all other major and interested-party deals stay with the general meeting. Whatever neither body holds belongs to the director, who acts without a power of attorney and issues the powers of attorney and signing lists through which others act, including those who hold the company's signature keys.

Since 2026 both company laws write down what the people holding these powers owe the company. A parent whose right to give binding instructions rests on the subsidiary's charter or a contract with it is jointly and severally liable for the transactions concluded to carry them out. Board members and directors nominated by a foreign group owe their duties to the Uzbek company they serve. A contract between a subsidiary and its parent may need both consent under Article 49 and approval under Article 58, with an external check for larger deals, while the tax rules on related persons test its price separately. In a wholly owned subsidiary the law does not say how the two approvals fit together.

Where the state is a partner or the seller, part of the answer lies outside the company. A temporary special right granted by presidential decision, the ban on domestic arbitration agreements, share records at the Central Securities Depository and the terms of an instalment purchase apply whatever the charter says. The distinction that matters in 2026 runs between the decisions a charter can move to the board and those the law keeps with the participants or leaves to the state.

Tretiakov Consulting provides board advisory and governance support to foreign owners, investors and boards of subsidiaries, joint ventures and privatised companies in Uzbekistan. Discuss a live mandate