LLC Founding Documents in Uzbekistan: What to Prepare

Ivan Karataev

Managing Partner, BizReg

MBA, ACCA, CPA · ex-KPMG, ex-CFO of NYSE-listed companies · 20+ years in US & Uzbek business

Last updated 2026-06-16 · 11 min read

✓ Facts verified against primary sources (lex.uz, soliq.uz)

Last updated 2026-06-16 · 11 min read · ✓ Facts verified against primary sources (lex.uz, soliq.uz)

An LLC's founding documents in Uzbekistan are the charter and (with two or more participants) the foundation agreement; with a single founder the charter alone is enough, while the decision or minutes of formation are drawn up separately. They are the legal foundation of the company: what the registering authority checks, what the bank relies on when opening an account, and what the tax office uses to register you. An error in the charter or one missing item from the package stops the registration entirely. For a foreign founder the difficulty doubles: their personal and corporate documents must first be legalized and translated. Below is exactly what to prepare, who prepares it, and where a foreigner is most likely to trip up.

What counts as founding documents for an LLC?

Uzbekistan's Law on Limited Liability Companies clearly separates what counts as founding documents from what is drawn up around them. Understanding this difference saves time: people often bring the "wrong" set and get rejected.

Under Article 12 of the Law on LLCs, the founding documents of a company are the foundation agreement and the charter. If the company is set up by one person, the founding document is the charter approved by that person; once the number of participants grows to two or more, a foundation agreement must be concluded between them. This is an important fork for a foreigner: if you are the sole owner of the future LLC (essentially a foreign enterprise with 100% capital), you do not need the agreement, and the package is shorter.

Checklist: document → who prepares it → nuance for a foreigner

This is the core of the article and its unique visual at the same time. Read the table top to bottom — it shows not only what you need, but who handles it and exactly where a foreign founder tends to stumble.

What must an LLC charter contain?

The charter is not a formality. Article 14 of the Law on LLCs sets a closed list of items it must contain. If even one item is missing or sloppily worded, the document may be rejected.

1. Name

   The full and short company name. It must match the name you checked for uniqueness and reserved when filing.

2. Subject of activity and address

   The subject of the company's activity and its postal address. The address must be real — a "mass-registration" address creates problems later during bank compliance.

3. Charter capital and shares

   The size of the charter capital, and the size and nominal value of each participant's share. For an ordinary LLC the law sets no minimum capital, but it may be defined by licensing requirements (Art. 15).

4. Bodies and powers

   The composition and powers of the company's bodies, the decision-making procedure, the exclusive competence of the general meeting and, where applicable, the powers of the supervisory board.

5. Participant rights and share movement

   Participants' rights and duties, the procedure and consequences of exiting the company, the procedure for transferring a share to another person, and the procedures for storing documents and providing information.

Sole-founder decision vs. minutes: the difference

The decision and the minutes are often confused, although they are different documents for different situations.

Both the decision and the minutes must be consistent with the charter: the name, address, capital size and shares must match across all documents. This is the most common reason a package is sent back — mismatches between documents prepared at different times.

Do a foreign founder's documents need legalization?

This is where the specifics begin that a local founder does not face. Foreign personal and corporate documents are not accepted "as is" — they must go through two procedures: legalization and notarized translation.

1. Passport and identification

   A valid passport for each foreign founder is the basis for identification. The key point: the transliteration of the name and surname must match the passport spelling across all documents. Any discrepancy is treated as an identity mismatch.

2. Legalization: apostille or consular

   Official documents (for example, a register extract for a foreign corporate founder, or a corporate decision) must be legalized. If the country is a party to the Hague Convention, an apostille is affixed; if not, consular legalization is performed. Uzbekistan has been a party to the convention since 15 April 2012 (lex.uz/docs/2683554).

3. Notarized translation into the state language

   For state registration the founding documents are filed in the state language (registration regulation, lex.uz/ru/docs/3111342). So foreign documents are translated, and the translation is notarized. Without this the package is incomplete.

4. Foreign founder's EDS

   For enterprises with foreign participation, documents filed through the system are signed with the electronic digital signature (EDS) of the foreign founders on a mandatory basis (ed. 28.04.2026). Foreign founders are identified separately rather than through the Unified Identification System.

How the documents are filed for registration

The complete package is submitted for state registration through the unified government services portal (my.gov.uz). Under the registration regulation, the founding documents in the state language are attached to the request; for enterprises with foreign founders the signing is done with their EDS. Each document is uploaded as a separate file that preserves the marks of authenticity.

After the check, the company is entered into the register and assigned registration details and a tax ID (INN). Only then can you move on to opening a bank account and tax registration — but those are later steps, for which complete and correct founding documents are a precondition.

Common mistakes with founding documents

After registration: store and update

Founding documents live alongside the company. They must be kept, and when things change — the name, address, list of participants, or capital size — the changes must be amended and registered in the established order. Changes to the charter take effect for third parties from the moment of state registration. If a second participant joins the company, a foundation agreement additionally becomes necessary. So even after launch it is worth keeping the package up to date — this is part of the normal life of a legal entity, not a one-off formality.

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