When does a deal with a related party need approval in an Uzbek LLC?

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When a 20% shareholder, a board member or the director sits on both sides — the disinterested decide. 20% Who counts as interested — a shareholder holding twenty per cent or more together with affiliates, a board member, the director or an executive — reaching through spouses, parents, children and siblings. Disinterested Who approves — the deal needs the meeting’s consent by a majority of the votes of shareholders not interested in it; the interested person neither discusses nor votes. 10% Big deals get valued — at ten per cent of net assets and above, a market appraisal and a review by an independent audit organisation are obligatory. Disclose The paper trail is mandatory — the related party notifies the company in writing, and the deals become part of the annual report. A deal is interested where a shareholder with twenty per cent or more of the votes (counting affiliates), a board member, the director or a member of the collegial executive — or their spouse, parents, children or siblings, or their affiliates — is the counterparty, acts for third parties against the company, holds twenty per cent or more of the counterparty, or sits in its management. Such a deal cannot be concluded without consent: the disinterested shareholders decide by majority, and where a supervisory board exists the charter may hand it deals of up to five per cent of assets. The procedure is written out: the related party notifies the company of the planned deal in writing, the executive studies it within three business days, and the board decides within fifteen days of the notification — with two or more affiliated board members, the meeting decides instead. Deals in the ordinary course of business that predate the interest run without a fresh decision until the next meeting. A deal concluded in breach may be invalidated by court on the company’s or a shareholder’s claim, and the interested person answers for the losses. A shareholder holding five per cent or more may commission an audit organisation at their own expense to examine a suspect deal — reimbursed by the company if a court confirms the breach.

When does a deal with a related party need approval in an Uzbek LLC?

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