Joint Ventures 2025 Comparisons

The economic and legal system of Uzbekistan has been very stable and, as confirmed by various international institutions, including the World bank, it has been showing steady growth since 2017 despite geopolitical turbulence surrounding the region. The situation in Ukraine and the Middle East has not negatively impacted the country and traditional sources of investment continued expanding their presence in Uzbekistan by means of establishing solely owned enterprises or making joint ventures (JVs) with other international investors and local partners. The government of Uzbekistan continued to show commitment to strengthening business and investment in the country and new legislative reforms are planned to be carried out in 2025–2026. Furthermore, several international events in the oil and gas, mining, and energy industries have gathered quite a lot of interest in the country.

The 2025–2026 period has so far seen an increase in the number of enterprises solely owned by foreign investors as well as an increased number of joint ventures in the energy, infrastructure, and automobile industries in addition to the IT and banking and financial sectors. Special economic zones, such as IT Park, have reported a significantly increased turnover in 2024–2025 and aim to double the number of private companies and private investments in the IT industry by 2030.

Traditionally, there are two options for investors intending to set up a legal entity in Uzbekistan. These include a limited liability company (LLC) and a joint-stock company (JSC). Each of these forms has an underlying legislative document regulating the main principles of establishment and operation of the company:

• the Law on Limited Liability Companies; and
• the Law on Joint-Stock Companies and Protection of Shareholders’ Rights.

Partnerships, for example, have not gained popularity in Uzbekistan in the light of investment interests and aims, but partnerships or various kinds of consortiums are frequently employed mainly in one-off, single projects.

When choosing between an LLC or a JSC, investors, in the vast majority of cases, tend to opt for an LLC as it is significantly easier and cheaper to establish and maintain its activities. The law allows use of an LLC in almost all kinds of business operations. Whereas JSCs have a lot more procedures to comply with at all stages of their operations due to the composition of share capital of a JSC. Share capital of a JSC consists of shares – ie, equity which requires compliance with special issuance, registration, circulation and storage requirements. In some industries, setting up a legal entity in the form of a JSC is compulsory, for example, when establishing banks, certain financial institutions, insurance companies, commodity and stock exchanges, and energy market operators. In some instances, using the form of JSC is forbidden, for example, auditing companies, tax consulting companies, and ecological inspection companies cannot be set up in the form of a JSC.

Despite a JSC being a more complex and financially burdensome form of business in Uzbekistan, in 2025, the authors have seen a growing number of investors converting their businesses to JSCs on a voluntary basis due to various tax benefits and the possibility to raise funds by means of issuing privileged, non-voting shares. Tax benefits applicable to shareholders of JSCs under Article 16 of the Law on the Equities (Securities) Market include full exemption from payment of corporate and individual income taxes in respect of profits/income received by sellers of shares through the stock exchange.

The final decision on the legal form of business should be made by taking into consideration the following factors.

• Is there any statutory requirement to use JSC only? If, there is, shareholders do not have any choice.
• Will shareholders sell their shares in the future? If they will, shareholders should construct their business model by exploring perspectives of tax benefits offered by Article 16 of the Law on the Equities Market previously described.
• Will shareholders issue bonds or other kinds of securities? If so, then the form of JSC might be more suitable as it is easier and there are less regulatory restrictions to issue securities through JSC.
• Are there more than 50 shareholders? If so, then there is no choice and shareholders are obliged by law to set up a company in the form of JSC.
• Will shareholders use the mechanism of pledging shares? If so, then the form of JSC is a better option as there is a technical possibility to enforce the pledge by means of registering bans through the depository. This option is not available to LLCs and there is no practically enforceable mechanism for pledges and bans on LLC shares to be registered at any instance which would prevent the owner from alienating the shares unilaterally.
• In practically all other cases, the LLC seems to be a better option as it is much easier and far cheaper in terms of procedure for registration, management, operation, restructuring and liquidation.

The primary regulators for the establishment of companies are as follows.

• The Ministry of Justice and Public Service Agencies under the Ministry of Justice – these state bodies implement state policy in the area of corporate operation, and register legal entities, their reorganisations and liquidations. All filings are made to regional Public Service Agencies or through online portals.
• National Agency for Prospective Projects – this authority is an authorised state body for implementing state policy in the securities market and is the main regulator for the operation of JSCs.

AML laws are regulated by the Law on Fighting Legalisation of Profits Generated from Criminal Activity, Financing Terrorism and Financing the Distribution of Weapons of Mass Destruction. The Law sets major principles for conducting AML compliance by designated legal entities and general AML principles, such as:

• AML control exercised by a special state agency;
• internal control;
• taking measures to audit the clients; and
• taking measures for identification, evaluation and reduction of risks.

The following categories of enterprises are obliged by the Law (Article 12) to conduct AML compliance on a mandatory basis:

• banks and credit institutions;
• professional participants of the securities market;
• members of all kinds of exchanges;
• insurance companies;
• leasing companies;
• payment companies;
• pawnshops;
• organisers of lotteries and gambling;
• traders of precious metals and precious stones;
• real estate agents;
• notaries, advocates and auditing organisations; and
• cryptocurrency operators.

Uzbekistan legislation does not have any restrictions for shareholders originating from particular countries to set up a legal entity. Setting up a fully foreign-owned legal entity in Uzbekistan is allowed and is not restricted apart from only a very short list of exclusions in such sectors as mass-media (no more than 30% foreign participation is allowed), banks (no more than 50% foreign private investors are allowed), hydro-electric power plants and hydro-electric power storage systems (no more than 75% foreign participation is allowed).

Uzbekistan’s antitrust regulations shall apply in situations described in Article 26 of the Law on Competition. These include the following kinds of corporate transactions:

• reorganisation of a company registered in Uzbekistan in the form of accession or a merger;
• acquisition of at least 25% of shares from the total share capital of a JSC registered in Uzbekistan; or
• acquisition of at least 1/3 of shares from the total share capital of an LLC registered in Uzbekistan.

In the above transactions, antitrust clearance in the form of acquiring preliminary consent from the anti-monopoly agency for economic concentration shall be required if one of the below criteria is fully satisfied:

• cost of assets or annual turnover resulting from the sale of goods/services of one of the participating persons exceeds 250,000 basic calculation units (roughly USD8 million); or
• aggregate cost of assets or annual turnover resulting from the sale of goods/services by all persons participating in the transaction exceeds 500,000 basic calculation units (roughly USD16 million).

It has also been frequently noted and confirmed by the national anti-monopoly agency that based on Article 3 of the Law on Competition, foreign-to-foreign transactions capable of influencing Uzbekistani commodity and financial markets may also require antitrust clearance prior to execution of such transactions.

Concerning JSCs that have issued shares and such shares have been listed on a stock exchange, they need a formal web-page and must follow mandatory disclosure requirements on the stock exchange through the unified corporate information portal and through their own formal web-page. A listed JSC has to publish information and make it accessible to any interested person in:

• the prospectus of shares to be issued – no later than two weeks prior to issuance of shares (except for private subscription);
• annual reports – no later than two weeks from the date the general meeting of shareholders or other executive body has been held;
• quarterly reports – no later than a month following the reported period;
• the announcement of significant facts or circumstances – no later than two working days from the date the significant fact or circumstance has occurred; and
• the announcement of a transaction with affiliated persons – no later than 72 hours from the moment it has been executed.

All obligations applied to listed companies which have been described above are not applicable to LLCs.

Article 47 of the Law on the Equities Market establishes the following disclosure obligations applicable to persons who have acquired shares issued by an Uzbek JSC.

• If a buyer has acquired 35% or more of any kind of security issued by a JSC then no later than five days from the acquisition the buyer has an obligation to disclose this information to the issuer – ie, the JSC which has issued such security. This information, in turn, must be disclosed by the issuer through the unified portal of corporate information and their own web-page no later than two days from receiving the information.
• If a buyer acting itself or together with its affiliated persons has acquired 20% shares issued by a JSC, or more as a result of one or a series of deals, then no later than five days from the acquisition the buyer has an obligation to disclose this information to the issuer – ie, the JSC which has issued these shares. This information must be disclosed by the issuer through the unified portal of corporate information and their own web-page no later than two days from receiving the information.
• If a buyer has acquired 50% shares issued by a JSC, or more, then no later than 30 days from the acquisition the buyer has an obligation to announce an offer to all remaining shareholders through mass media to sell their shares to the buyer at market price as well as inform the issuer of this fact. This information, in turn, must be disclosed by the issuer through the unified portal of corporate information and their own web-page no later than two days from receiving the information.

All obligations which have been described above are not applicable to LLCs and shareholders of LLCs.

Although corporate practice is quite rich and there are multiple corporate disputes over title to shares and challenging transfer of shares to third persons, Uzbek judicial practice does not yet have any outstanding or significant benchmarking cases arising from complex shareholder agreements, privatisation or enforcement of various kinds of option agreements.

A very significant improvement in legislation has been introduced in 2025 when the Parliament of Uzbekistan implemented the concept of corporate agreements to the Civil Code of Uzbekistan, thus strengthening the investors’ and shareholders’ legal capacity to execute and enforce corporate agreements, including shareholders’ agreements, various option agreements, and others.

As a rule, at the stage of setting up and establishing a JV, the parties tend to sign the following documents:

• non-disclosure agreements, restricting every party and their counsels and other consultants to disclose any information to third persons;
• term-sheets, which serve as a preliminary agreement establishing major terms and conditions agreed by the parties to reflect the subsequent project documentation;
• protocols of discussions, which in some cases may provide interpretation or amendment of a term-sheet;
• draft shareholder’s agreement or joint-venture agreement, the main document establishing all terms and conditions for setting up, management and operation of the JV;
• draft option agreements (put, call, tag-along, and drag-along), providing specific rights and obligations for shareholders;
• draft articles of association, also named “charter”, of a JV, which serves as the JV’s formal constituent document – as a rule, this document reflects all terms and conditions approved in the shareholders’ agreement; and
• depending on the project and who the counterparties are, the parties usually also discuss and approve other drafts such as mandatory off-take agreements, mandatory lease agreements, financing documents and other documents before the JV is established.

Uzbekistan law does not contain any obligations for disclosure of the establishment of a JV after preliminary and initial-stage documents have been signed. However, if one of the signatories is a JSC listed on the Uzbekistan stock exchange and any of the documents signed raises obligations for this JSC and constitutes a significant fact then, as previously described, this JSC will have to make a formal disclosure through the unified corporate information portal and through its own web-page.

As a rule, the discussing partners usually name the following as conditions precedent (CPs) in JV agreements:

• receipt of antitrust clearance, if the transaction is subject to such a clearance;
• receipt of a particular permit or licence, for example, a work permit for a particular specialist, or a licence for conducting a particular activity;
• reorganisation of a company to a particular form, for example, turning an LLC into a JSC;
• receipt of the right to use land, although this kind of CP is usually used in large industrial and infrastructure projects;
• receipt of financing or settling financial obligations by any of the shareholders or the target company; and
• any other contractual arrangement which may be requested by partners depending on the situation.

Uzbekistan corporate law and contract law are quite liberal in terms of negotiation and approval of contractual agreements. Article 354 of the Civil Code, for example, approves the principle of freedom of contract, which is also reaffirmed by the Law on Guarantees of Freedom of Entrepreneurial Activity. Therefore, negotiating parties frequently employ various legal instruments, including material adverse change and force majeure not only in business and commercial contracts, but also in corporate agreements.

As a general rule, no minimum capital contribution requirements exist to establish an LLC or a JSC in Uzbekistan. Although, specific documents regulating issuance of particular licences may require minimal amounts of share capital or minimal amounts of capital contributions to be made by shareholders, for example, shareholders of private universities must form a share capital equal to USD2 million.

Uzbekistan law introduces the concept of an enterprise with foreign investments. This kind of enterprise has additional fiscal and administrative benefits. In order to acquire the status of an enterprise with foreign investments, a JV should have at least 15% of shares owned by a foreign legal entity or an individual and have share capital in the amount exceeding UZS400 million (roughly USD30,000).

As mentioned, Article 354 of the Civil Code and the Law on Guarantees of Freedom of Entrepreneurial Activities provide quite a wide range for freedom of contract which is also applicable to joint-venture agreements (JVAs). With the introduction of Article 358-1 of the Civil Code, the legislator has allowed shareholders to execute corporate agreements and approve the establishment of JVs, including management and operation rules. Regardless of its legal form, any typical JVA would usually be expected to cover the following issues:

• list of shareholders;
• CP for entry into force;
• procedure for change of shareholders (exit, entry, and unilateral withdrawal);
• amount of share capital and forms of contribution;
• additional financing;
• audit of an enterprise;
• option arrangements and agreements;
• approval of business plans;
• approval of transactions;
• appointment of managers;
• resolving deadlock situations;
• reorganisation of the JV;
• liquidation of the JV; and
• dispute resolution.

Depending on the project, JVAs may also contain any other provisions which the shareholders consider necessary to agree upon.

Assuming that the form of LLC is the most popular form for JVs in Uzbekistan, below is a list of three statutory regimes for making decisions by shareholders in an LLC, which can be made stricter in the articles of association, but not less-strict.

Decisions Unanimously Adopted by the General Meeting of Shareholders

• Decision to approve the charter of the company, as well as the monetary assessment of the contributions made by the shareholders of the company (Article 10).
• Decision to limit the maximum size of shares of a shareholder of the company, as well as to change the ration of shares of shareholders in the company (Article 14).
• Decision to approve the monetary valuation of non-monetary contributions to the charter capital of the company made by the shareholders of the company and accepted by the third parties into the company (Article 15).
• Decision to increase the charter capital of the company based on the application/s of the company’s shareholder/s for making additional contributions, and/or if it is not prohibited by the constituent documents of the company, application/s by one or more third parties, with contributions made on acceptance of such party/parties to the company (Article 18).
• Decision to introduce, amend or exclude the provisions establishing the exercise of the pre-emptive right to purchase a share (or part of a share) disproportionately to the size of shares of the company’s shareholders (Article 20).
• Decision to approve the sale of a share of the company to the shareholders of the company, as a result of which the size of the shares of its shareholders is changed, or the sale of the share to third parties, as well as the introduction of changes related to the sale of the share in the constituent documents of the company (Article 23).
• Decision to make a payment of the real value of the share (or part of the share) of the company’s participant, the property of which is foreclosed, to creditors by the other company’s shareholders in proportion to their shares in the charter capital of the company, provided that another procedure for distributing the amount of the payment is not provided for by the charter of the company or by the decision of the general meeting of shareholders of the company (Article 24).
• Decision to appoint the liquidator and approve the liquidation balance sheets (Article 30).
• Decision to establish a different procedure for determining the number of votes of the company (Article 34).
• Decision to incorporate other legal entities, representative offices and branches.

Decisions Adopted by Two-Thirds of the Votes of the General Meeting of Shareholders

• Decision to increase the charter capital of the company (Article 16).
• Decision to determine the main activities of the company, as well as on participation in other associations of commercial organisations and on other matters established by the charter of the company (Articles 30 and 34).

Decisions Adopted by a Simple Majority (50% + 1 vote) of the Votes of the General Meeting of Shareholders

• Decision to decrease the size of the charter capital of the company (Article 30).
• Decision to introduce amendments and additions to the charter of the company (Article 30).
• Decision to form the management bodies of the company and terminate their powers (Article 30).
• Decision to appoint the audit commission (auditor) of the company and terminate its powers (Article 30).
• Decision to appoint the supervisory board of the company and terminate its powers (Article 30).
• Decision to approve the annual reports and annual balance sheets (Article 30).
• Decision on distribution of the company’s net profit among shareholders of the company (Article 30).
• Decision to approve (adopt) documents regulating the activities of company bodies (Article 30).
• Decision on conducting an audit, determining the audit organisation and the maximum amount of payment for its services (Article 30).
• Decision on the reorganisation or liquidation of the company (Article 30).
• Decision to approve the pledge of shares of one shareholder of the company in the charter capital of the company to another shareholder of the company or, if it is not prohibited by the charter of the company, to a third party with the consent of the company (Article 21).
• Decision to complete an interested-party transaction by the company (Article 43).
• Decision on other issues provided for by the charter of the company.

As a rule, a JV may be funded by making shareholders’ contributions to share capital. This is the quickest and easiest way which does not trigger any tax consequences if made in the form of money. Pursuant to Article 304 of the Tax Code, the shareholders may also agree to make contributions to share capital in amounts exceeding the nominal value of each share. However, this right is available only upon initial issuance of shares (both in LLCs and JSCs), for example, when a new JV is being registered or when share capital is being increased.

The JV may also be funded by loans, financial assistance from shareholders and third parties or through any other contractual arrangements, however, these arrangements may lead to some tax or regulatory actions, for example, receipt of a loan from any foreign entity must be registered with the Central Bank of Uzbekistan. Tax consequences may arise in the form of reduced right to deduct particular interests paid under loan agreements with affiliated persons or additional taxes to be paid in respect of interest-free loans received within Uzbekistan.

Except standard voting and decision-making procedures, both of the laws regulating activities of LLCs and JSCs do not provide any detailed or explicit solutions for deadlock situations among shareholders. Therefore, in many instances shareholders are free to agree on resolution of deadlock situations by means of executing corporate agreements and adding special provisions regulating this kind of situation.

Depending on the project, the shareholders may agree on any kinds of additional documents to be executed between the parties or the JV itself. In order for these arrangements to be effective and legally binding, they must be included in the JVA or the articles of association of the JV.

Article 8 of the Law on LLCs establishes the following basic rights for shareholders of an LLC.

• Participation in managing the JV within powers established by the Law and corporate documentation. As a rule, this means management through participation in the general meeting of shareholders.
• Receive information regarding the JV’s activity and become acquainted with the financial books of the JV and other JV documents.
• Participate in distribution of profits.
• Sell or assign own share/s to other shareholders or third persons.
• Exit the JV at any time regardless of consent of other shareholders.
• Receive part of the property remaining after liquidation of the JV.
• Any other rights stipulated in any corporate agreement signed by the shareholders.

A very similar set of rights is provided to JSC shareholders under the law regulating activities of joint-stock companies.

Minority shareholders in LLCs are entitled to exercise all rights provided to shareholders as described in 6.6 Rights and Obligations of JV Partners.

The law does not provide minority shareholders any additional rights, however, in specific situations minority shareholders in both LLCs and JSCs may force any new buyer of 50% or more shares to buy minority shareholders’ shares at market price.

As a general rule, Article 1191 of the Civil Code stipulates that an agreement for establishment of a legal entity with foreign participation should be governed by legislation of the country where such legal entity is established. Therefore, all JVAs should be governed by Uzbekistan law.

The Economic Procedural Code of Uzbekistan establishes that all corporate disputes as defined in Article 30 should be referred to the economic courts of Uzbekistan. However, Article 240 of the same Economic Procedural Code of Uzbekistan approves the list of disputes which are subject to exclusive competence of Uzbek economic courts, which include only two kinds of disputes.

• Disputes over a property owned by the state which is located in Uzbekistan.
• Disputes over a real estate property located within Uzbekistan.

There are two groups of lawyers in Uzbekistan who believe that:

• the mentioned Articles 30 and 240 contradict each other and, therefore, there is ambiguity; or
• there is no contradiction as Article 240 of the Economic Procedural Code does not list corporate disputes as a type of dispute which is subject to resolution exclusively by Uzbek economic courts and, therefore, this kind of dispute can be resolved outside of Uzbekistan, including by arbitration courts.

In the course of preparing this publication, the author has addressed the Supreme Court of Uzbekistan on provision of any information on judicial precedents or interpretation of the mentioned articles. The Supreme Court of Uzbekistan has informed the author that the matter has been accepted for analysis and legal review proposals to amend current legislation may be initiated.

Currently, the majority of Uzbekistan lawyers recommend:

• to indicate Uzbekistan economic courts generally as the dispute resolution authority and Uzbekistan law as the governing law in corporate agreements; or
• provide a solution in the form of a hybrid provision indicating that all matters which constitute a corporate dispute shall be passed to Uzbekistan economic courts under Uzbekistan law and matters constituting commercial disputes can be resolved elsewhere under any foreign law.

Shareholders of LLCs and JSCs may decide to get their JV managed by a sole executive body, for example, a director, a president, or collegial executive body such as a board of directors. In addition to executive bodies, shareholders may also establish and appoint a supervisory board. The difference between the board of directors and the supervisory board is that the members of the board of directors are employed by the JV and are treated as employees of the JV. Members of the supervisory board are not employed by the JV but are appointed by shareholders to supervise activities of the JV from time to time and approve or make specific transactions and decisions, for example, large-scale transactions or deals with affiliated persons. Therefore, members of the supervisory board are not treated as employees of the JV.

Supervisory boards are usually appointed when there are several shareholders. Any foreign national may be appointed as a director, member of the executive board, or member of the supervisory board. If a foreign national is appointed, a work permit is required to be received by each foreign employee. No work permit is required for foreign nationals appointed as members of the supervisory board as these persons are not treated as employees of a JV.

Both in the board of directors (executive branch) and the supervisory board, members of the boards vote equally, each member having one vote. In the event of equal voting, the chairperson’s vote shall be decisive.

Day-to-day management of a JV is conducted by either a sole executive body – ie, a director or president – or collegial executive body – ie, a board of directors.

Shareholders are free to choose either option at their own discretion. If a sole executive body is appointed, the JV is managed by this individual who can act on behalf of the company without any power of attorney, manage all bank accounts and property of the company, and execute deals and transactions on behalf of the company. A director’s rights can be limited by corresponding internal policies, an employment contract, provisions of the articles of association, JVA and other corporate documentation. Laws regulating the operation of LLCs and JSCs also contain limitations to directors’ powers in cases of agreements with affiliated transactions or large-scale agreements being signed. In these cases, the director will have to receive preliminary approval of the supervisory board or the approval of shareholders before this kind of deal can be executed.

When a collegial executive body is created, shareholders establish the board of directors, where powers and competence of each director are described and approved in internal corporate documentation; ie, regulations of the board of directors, employment agreements, articles of association, and others.

For the purposes of monitoring the executive body (individual or collegial), shareholders may also establish a supervisory board. The supervisory board is a team of shareholders’ representatives who gather regularly to exercise control over directors’ or the board of directors’ activities, and to authorise specific kinds of deals. If a supervisory board is established, the hierarchy of the decision-making process in the JV shall be as follows.

• Shareholders, through a general meeting of shareholders (GMS), shall be treated as the supreme governing authority in a JV.
• The supervisory board shall be subordinated to the GMS and responsible for the exercise of regular control, monitoring and co-ordinating activities of the executive body.
• The executive body – director or board of directors – shall be responsible for daily management of the JV subordinated to both the supervisory board and GMS.

Both laws regulating LLCs and JSCs contain provisions identifying a strict procedure for appointment of members to the supervisory board and making transactions with affiliated parties.

All shareholders are treated as members of the general meeting of shareholders and have the right to participate in and vote on all issues discussed at the meetings.

As a rule, members of the supervisory board are appointed proportionately to holding shares in share capital of the company. Shareholders are free to discuss and approve the structure of the supervisory board in the corporate agreement or the articles of association. The law only forbids employees of a JV to become members of the supervisory board. Under general rules, shareholders are free to nominate and appoint any person, including themselves, as a member of the collegial executive body – ie, a member of the board of directors – or as a sole executive body – ie, a director. There is no legislative restriction on this.

Following the mentioned freedom-of-contract principle, IP issues can be part of any corporate agreement and regulated in detail. Nevertheless, any corresponding licence agreement leading to provision of a right to use specific IP objects should be additionally signed with the JV as it may require registration with a local intellectual property agency of Uzbekistan.

Licensing or assigning IP rights is purely a business decision as there are different legal consequences. If the shareholders do not wish to lose control over the object of IP, then licensing the IP rights may seem to be the most effective option. In assignment of IP rights, the JV shall acquire the title and become the sole owner.

In terms of contributions to share capital, IP rights can be used as the object of contribution by means of evaluating the right to use IP rights over an agreed period of time and contributing the right to use the IP object over this time at an agreed value. In this case, the shareholder that has contributed the right to use the IP object to the share capital will have to withdraw from the JV once the term has expired and such a shareholder shall be vulnerable to the risk of not agreeing with other shareholders to remain in the JV for an additional period of time.

Although Uzbekistan law regulating the protection of the environment, safety of employees and corporate governance is detailed enough, the concept of ESG (environment, social and governance) and related considerations are not yet sufficiently developed in Uzbek legislation. Having said that, the vast majority of projects financed by international, and many domestic, financial institutions tend to require the introduction of ESG principles and policies in the JV companies prior to approving facility agreements. Compliance with ESG principles also earns more points during public procurement tenders, including receiving formal rankings (especially for engineering design and construction companies).

Voluntary liquidation of the JV can be initiated by the shareholders at any time. Liquidation can also be initiated by following internal corporate agreements and arrangements, for example, if the JV has been established for a specific reason, such as a PPP project, or the JV has been established for a specific period of time.

In order to initiate voluntary liquidation of the JV, the shareholders should make a decision on liquidation and appoint a liquidator.

As a rule, the liquidator conducts an audit and inventory of the company to prepare the company for liquidation and approves a liquidation plan that describes liquidation stages, which usually include:

• filing for liquidation to the Public Service Centre (taxes stop being accrued);
• inventory of contracts with customers;
• inventory of contracts with suppliers;
• termination of employment agreements;
• termination of contracts with customers and suppliers;
• settling accounts payable and receivable;
• organising a tax audit;
• settlement of disputes and debts with tax authorities;
• collection of confirmation of absence of debt from tax authorities, customs authorities and the bureau for enforcement of judicial decisions;
• distributing all documents, remaining property and money among shareholders;
• submission of all mandatory documents to the state archive;
• closing bank accounts; and
• submission of final documents to the Public Service Centre and receipt of confirmation of liquidation.

Uzbek law prescribes the entire liquidation procedure to be finished no later than within six calendar months, however, this term is hardly ever complied with due to difficulties in organising a tax audit on time.

In accordance with the laws regulating the activities of LLCs and JSCs, all property remaining in the course of liquidation after all debts of the JV have been paid should be distributed among shareholders proportionately to their shares in the share capital. In specific situations, shareholders may agree on special terms of distribution of any remaining property in corporate agreements.

Article 8 of the Law on LLCs establishes a guaranteed right of every shareholder to exit a JV at any time regardless of other shareholders’ consent. The Law also indicates that the exit shall be made in a manner as established by the Law on LLCs and by internal corporate arrangements – ie, provisions of corporate agreements and constituent documents. The general rule for exit from an LLC if no internal procedure is approved is that any shareholder may file for exit and receive the actual cost of their share/s within one calendar year from the date of exit.