juris.hq
ComplianceUpdated 30.08.2026

How are minority shareholders protected in an Uzbek LLC?

Short answer

Information, veto points, court remedies — and a market-value exit when control changes.

KnowInformation is a right — company information, the financial statements, the stored documents, and copies of the founding documents on request (LLC Law, Arts. 9, 12, 54 — lex.uz ↗)
VoteThe big items need big majorities — capital changes take two-thirds of all votes, reorganisation and liquidation every vote; one shareholder alone can demand an extraordinary meeting (LLC Law, Arts. 33, 35 — lex.uz ↗)
SueDecisions and deals are challengeable — a meeting decision within two months, related-party and major deals in court, and the director personally for losses (LLC Law, Arts. 45–46, 59 — lex.uz ↗)
50%+Control changes buy you out — whoever comes to hold half the capital must offer the minority their shares’ market value (LLC Law, Art. 21 — lex.uz ↗)
5% / 10%Thresholds unlock tools — five per cent commissions an audit of a suspect related-party deal; ten per cent together seeks expulsion of an obstructing shareholder (LLC Law, Arts. 9, 59 — lex.uz ↗)
What the law provides

The new law is noticeably minority-minded. A shareholder — any shareholder — can demand an extraordinary meeting, add agenda items, vote by notarised proxy, challenge a decision taken over their objection within two months, and sue the management for the company’s losses. Interested parties are stripped of their vote on their own deals, and a related-party deal at ten per cent of net assets must pass a market appraisal and an independent audit review before approval. (LLC Law, Arts. 33–34, 45–46, 49, 58 — lex.uz ↗)

Structural protections stack on top: the mandatory offer — a person reaching fifty per cent of the capital must offer the minority a market-value buyout; a minority committee the charter can create, which management may not interfere with; and a majority shareholder’s written duty not to use its position to the company’s harm, on pain of liability. The quiet power stays the charter: unanimity and consent requirements written at founding are the protections that never need a courtroom. (LLC Law, Arts. 21, 47–48 — lex.uz ↗)

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Part of the answer bank 89 questions, each cited to the article it rests on.