Shareholders' Agreement is in Uzbek law now!

A new Law No. 1025, introducing several amendments and additions to the existing legislation, was adopted on February 7, 2025. Among other changes, the law formally introduces the concept of a shareholders' agreement.

The foundation for this development was laid by Presidential Resolution No. 415, dated November 9, 2022, titled “Measures for the Further Development of the Legal Framework for Corporate Relations.” This resolution was the first to highlight shareholders' agreements and assigned the Ministry of Justice to incorporate them into national legislation. 

Under the new law, a dedicated article (Article 358-1) has been added to the Civil Code, outlining the key principles of this type of agreement. The main aspects of the article are as follows:

Parties Involved: All shareholders or a specific group of shareholders.

Permissible Content (including but not limited to):

• voting matters at shareholders' meetings

• cooperation in managing the company

• forms of securities for ensuring proper performance of the obligations 

• legal liability measures for non-compliance with obligations under the agreement.

Conditions for the sale of shares, including price, pre-emption rights, right of first refusal, and mechanisms like drag-along and tag-along rights.

Form: in writing, no need for notarization 

Prohibited Provisions:

• voting under instructions from the company’s governing bodies

• determining the formation and powers of governing bodies

Notification Requirement: Parties/a party to the agreement must notify the company of its conclusion in writing within 15 days.

Additionally, based on this article, corresponding amendments have been introduced to the Law on Limited Liability Companies and the Law on Joint-Stock Companies and the Protection of Shareholders' Rights.

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