Corporate Governance Lawyers in Uzbekistan

Corporate governance in Uzbekistan

Good governance is not only a matter of compliance. Clear allocation of powers between shareholders, the board and management reduces internal conflict, speeds up decision-making and gives investors, lenders and business partners confidence in the company. In Uzbekistan, corporate governance rules are set primarily by the Civil Code, the Law "On Limited Liability and Additional Liability Companies" and the Law "On Joint-Stock Companies and Protection of Shareholders' Rights", supplemented by the company's own charter and internal regulations. Joint-stock companies, and especially those with state participation or listed securities, are subject to more detailed requirements.

LEXGLOBAL is a law firm in Uzbekistan registered with the Ministry of Justice in 2024. We advise local companies, subsidiaries of international groups and investors on structuring and operating their governance arrangements in a way that is legally sound and practical for the business.

What the practice covers

Governance structure and documents

We design governance structures that reflect the ownership and management model of each company. This includes drafting and updating charters, regulations on the general meeting, the supervisory board and the executive body, and policies on related-party transactions, dividends and information disclosure. For joint ventures, we align corporate documents with the shareholders' agreement so that negotiated rights are effective at the level of the company.

Shareholder and participant meetings

We prepare and support annual and extraordinary general meetings: agenda, notices, materials, voting procedures, minutes and subsequent filings. Correct procedure matters, because decisions adopted in breach of the law or the charter may be challenged by shareholders.

Boards and management

We advise supervisory board members and directors on their powers, duties and potential liability, on the formation of committees and on the relationship between the board and executive management. Where a foreign group appoints expatriate directors, we explain how local rules on management, signing authority and powers of attorney apply in practice.

Approval of transactions

Major transactions and transactions involving an interested party require specific corporate approvals under Uzbek law. We help determine whether a transaction falls into these categories, which body must approve it and what documents are needed, so that the transaction is not exposed to later challenge.

Typical matters

• Bringing the charter of an existing company into line with current legislation
• Structuring governance of a joint venture between a foreign investor and a local partner
• Preparing a general meeting and resolutions on profit distribution
• Advising a board on approval of a significant financing or acquisition
• Protecting the position of a minority shareholder or resolving a deadlock
• Introducing governance policies ahead of an investment round or financing

Support for international groups

Subsidiaries of international groups often need to reconcile group-wide policies with Uzbek corporate law. Delegations of authority, approval matrices and signing rules that work at group level must be translated into local documents that banks, notaries and state bodies will accept. As corporate governance lawyers in Uzbekistan who regularly work with foreign companies, we bridge this gap. Our lawyers have long-term experience with international companies and cross-border projects in Uzbekistan and Central Asia, and we work in Uzbek, Russian and English, so that both the head office and the local team have documents they understand.

How we work

We take a practical approach. Rather than proposing complex structures for their own sake, we recommend governance arrangements proportionate to the size and needs of the company. We can act as an external corporate secretary for routine procedures, prepare annual calendars of corporate actions and keep corporate records in order, allowing management to focus on the business. Our aim is to be a long-term legal partner who knows the company's history and can respond quickly when a decision is needed.

If you need legal services in Uzbekistan in connection with governance of your company or investment, our lawyers in Tashkent are available to assist.