UZBEKISTAN LEGAL NEWSLETTER: SEPTEMBER 2025

The President has signed a Resolution simplifying corporate governance procedures, which, among other things, provides for the following:

• changes in the composition of members in limited liability companies shall take effect as follows:
  
  • in cases of compulsory exclusion or inclusion, including where a participatory interest is declared as the common property of a member and a third party (in respect of the relevant portion) - upon the entry into force of a court decision;
    
  • inclusion of a successor or heir - upon submission to the company of a notarised certificate of inheritance rights or a transfer deed, unless the company’s charter specifically requires the consent of the other members;
    
  • sale of a participatory interest through an auction or other privatisation procedure - upon the issuance of the auction results and payment of the purchase price, unless otherwise provided by the agreement;
    
  • sale or assignment of a participatory interest to third parties by other means, if notarised, upon execution of the relevant documents confirming the transfer. The notary shall verify (i) whether the company’s charter prohibits such transfer, (ii) fulfilment of payment obligations, and (iii) receipt of the required consents, if applicable.
    
    
• when the composition of members changes, the company must notify the other members and register the changes in the Unified State Register of Business Entities within 30 days, without requiring a general meeting decision. If the company fails to do so, the new member may apply to the registration authority himself;
  
  
• information on participatory interests in limited liability companies and their formation will be maintained and accessible to the members through the Automated System of State Registration and Recording of Business Entities (the “System”). Members of the company may impose a prohibition on alienation of their participatory interests through the System;
  
  
• by 1 March 2026, the Ministry of Justice will ensure that notifications on the exercise of pre-emptive rights are enabled within the System;
  
  
• starting from 1 November 2025, the Commission on Corporate Ethics will be established under the Public Council for the Support of Entrepreneurship under the President, which will promote the pre-trial resolution of corporate disputes, issue recommendations on corporate ethics, provide methodological support in developing corporate ethics codes, and offer practical assistance in resolving disputes involving violations of corporate ethics.

Presidential Resolution No. PP-268 of 5 September 2025

 2.  IMPLEMENTATION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The President has adopted a Resolution on the further implementation of International Financial Reporting Standards (IFRS), which, among other measures, provides for the following:

• business entities that, by virtue of their activity type and/or the size of their assets, have significant social and economic influence and a wide range of stakeholders will be classified as public interest entities (PIEs) and will transition to IFRS-based financial reporting;
  
  
• starting from 1 January 2026, the Ministry of Economy and Finance (MoEF) will maintain a register of PIEs (the “Register”), updated annually by 1 July. Entities supervised by the Central Bank of Uzbekistan (CBU) will be included in the Register by the CBU. Companies entered into the Register will switch to IFRS-based reporting starting from 1 January of the following year;
  
  
• within three months following the adoption of the Resolution, the MoEF will approve the rules for maintaining the Register and, jointly with the CBU, will determine the criteria for classifying PIEs, as well as the applicable financial reporting and auditing requirements;
  
  
• by 31 December 2025, the MoEF will submit to the Cabinet of Ministers a draft Law “On Accounting and Financial Reporting”;
  
  
• by 1 March 2026, the MoEF will prepare proposals for the implementation of the National Financial Reporting Standards, ensuring the harmonisation of the National Accounting Standards with IFRS for small and medium-sized enterprises.

Presidential Resolution No. PP-282 of 15 September 2025