Change of Director of an LLC in Uzbekistan

Step 1. Resolution of the general meeting or the sole participant

Forming the company's executive bodies and terminating their powers early is within the exclusive competence of the general meeting of participants (Article 31 of the Law). Except where the law provides otherwise, this question cannot be delegated to the supervisory board or to the director.

The law does not require a qualified majority for this decision: such matters are decided by a majority of the total votes of the participants unless the law or the charter requires more (Article 35). Each participant votes in proportion to their share unless the charter provides otherwise. A voting proxy issued by an individual must be notarised.

The minutes are signed by the chair and secretary no later than three days after the meeting; within five working days the secretary sends an extract to all participants (Article 36). In a single-participant company the decision is taken by that participant alone and recorded in writing (Article 38).

Step 2. Employment contract with the new director

The contract with the person acting as director is signed on behalf of the company by the person who chaired the meeting that elected the director, or by a participant authorised by the meeting (Article 42). Only an individual with full legal capacity can be director.

Under the Labor Code, a head of an organisation may be hired on a fixed-term contract for the term set in the founding documents or agreed by the parties, with probation of up to six months (Article 486). The contract is registered in the Unified National Labor System like any employment contract. The director may hold a second job elsewhere only with permission from the authorised body or the owner (Article 487).

Step 3. Ending the outgoing director's contract

• In addition to the general grounds, a head's contract may be terminated at the employer's initiative following a change of owner — within three months of acquisition — and on grounds set out in the employment contract itself (Article 489 of the Labor Code). It is therefore sensible to write early-termination grounds into the director's contract in advance.
• Trade union consent is not required to dismiss the head of an organisation at the employer's initiative on the grounds of Article 161.
• If the director resigns, they must give the employer two months' written notice (Article 489).
• The termination is registered in the Unified National Labor System (Article 109).
• Leaving does not end liability: the director is liable to the company for losses caused by culpable acts or breach of fiduciary duties, and the company or a participant may sue (Article 46 of the Law); under the Labor Code the head bears full material liability for direct actual damage (Article 488).

Step 4. Updating the director's details in the register

Since April 2026 the Regulation on state registration of business entities (Cabinet Resolution No. 66) contains a separate Chapter 5¹ on changing the details of a legal entity's head (Cabinet Resolution No. 204 of 27.04.2026). An application can be filed at any time — in person at a Public Services Centre or through the online system.

Two documents are attached: the participants' decision to change the head and the order on the new head starting work. The registration officer reviews the application within 10 minutes, checking it against the register and that the decision was made in line with the founding documents; the data in the central database change in real time (paras. 39²–39⁴ of the Regulation).

Updating the register does not remove the obligation to record the employment changes in the Unified National Labor System. Note the grounds for refusal too: for example, if the new head has been declared incapacitated, is still under a court ban on business activity, or less than three years have passed since their previous company was liquidated through bankruptcy (para. 40 of the Regulation).

Step 5. E-signature, bank and handover

If the e-signature key belongs to the legal entity, the head is responsible for the private key. When their employment contract ends they must hand the key over in the established manner, and the new head receives the entity's key in the established manner, undertaking to change the authentication factors for cloud signatures (Article 27 of the Law on Electronic Digital Signature). Without this the new director cannot sign e-invoices or reports.

Practical handover checklist:

• handover certificate for the seal (if any), founding documents, minutes and contracts;
• information on open transactions, litigation and tax audits;
• updated bank signature card and internet-banking access;
• new access to the taxpayer's online account and the e-invoice system;
• review of powers of attorney issued by the previous director and revocation of unnecessary ones — the director issues them on the company's behalf (Article 42 of the Law).