Corporate Changes in Uzbekistan

Company Name Change

Resolution of the General Meeting approving the new name. Amendment of charter. Re-registration online (new.birdarcha.uz) or at a Public Services Centre, in no more than 30 minutes. Downstream updates to TIN registration, bank accounts, and licences referencing the old name.

Legal Address Change

Confirmation of new premises (lease agreement or ownership document). Resolution of the General Meeting or Director. Charter amendment. Notification to the registering authority within 10 days takes the place of re-registration where the company has no tax debt above 300 times the base calculation amount, and the change binds third parties from that notification (Article 14 of Law No. ZRU-1137; Regulation approved by Resolution No. 66, para. 21 and Annex 7). Tax Committee notification.

Participant Share Transfer

Sale and purchase agreement in simple written form, notarised only if the charter requires it. A sale to another participant needs no consent unless the charter says otherwise. For a sale to a third party, the seller gives written notice of the price and terms to the other participants and to the company. Participants have a pre-emption right, and the company has it next. A participant using the right must say so within seven days. If the whole share is not taken within one month of the notice, or another period in the charter or a participants' agreement, it may go to the third party at the notified price and terms. If the right is breached, a participant may claim the buyer's position in court within three months. Title passes only on entry in the Unified State Register, so charter amendment and re-registration follow within 30 days of the transaction. A buyer reaching 50% or more must, within 15 days, offer to buy out the minority participants at market value (Article 21 of Law No. ZRU-1137).

Charter Capital Changes

Increase or decrease by resolution of the General Meeting. An increase is allowed only once the charter capital is fully paid and needs at least two thirds of all votes, or more if the charter so provides (Article 17 of Law No. ZRU-1137). An increase on the application of one participant or a new investor needs a unanimous decision (Article 19). Bank confirmation of additional contributions (for increases). EFI companies should test any decrease against the 400M UZS minimum: charter capital set below it is a ground for refusing re-registration (Resolution No. 66, para. 40 and Annex 11). After a decrease, creditors have 30 days from learning of it to demand early performance and damages. The company must decrease its capital, or liquidate, if capital is not fully paid within one year of registration, and must decrease it if net assets are below charter capital at the end of the second or any later financial year (Article 20). Charter amendment and re-registration.

Director / Executive Body Changes

Resolution of the General Meeting appointing or dismissing the Director, or of the supervisory board if the charter gives it this power (Articles 31, 40 and 42 of Law No. ZRU-1137). The state register entry is then updated on application, with the resolution and the order starting employment (Regulation approved by Resolution No. 66, Chapter 5-1). A new foreign Director must obtain a work permit before taking up the role, unless an exception in Article 110 of the Law on Employment applies. Bond Stone runs the work permit application in parallel. TIN record update, bank signatory authority update, new Powers of Attorney where required.

Scope of Activity Changes

Charter amendment where the scope of activity is specified therein. Update of the economic activity code in the state register. Where the new activity is licensed, relevant licence application must be initiated before commencing that activity.