Executive Board

The Executive Board (“EB”) is essential part of the organizational structure in Limited Liabilities Companies (“LLC”) which may include 2 to 3 governing bodies in the Company, where the General Meeting of Shareholders (“GM”) (in Uzbek: “ishtirokchilarining umumiy yigilishi”) is a mandatory element and the Supervisory Board (“SB”) is optional.  Unlike other jurisdictions, the Uzbekistan laws consider the GM to be the supreme governing body in the organizational structure of the LLC.  Nonetheless, the EB is entitled to represent the LLC towards third parties in the day-to-day business of the Company.  Internally, the EB runs the business of the LLC by making all management decisions.  The EB is subordinated to the GM and the Supervisory Board (“SB”), if the latter is established in the Articles of Associations (“AoA”).

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Division of Duties: The EB handles and is responsible for the day-to-day business of the LLC. The competence of the EB is envisaged in the AoA and encompasses all matters that are not related to the GM and the SB (if established). If there is no SB in place, the EB also has the high-level responsibility for developing the strategy of the LLC, and is competent to make material decisions, decide on key issues and the overall strategy. The EB’s members may participate in a GM in advisory capacity.

Composition: The EB may consist of one (Sole Director) or more members (collegial EB). A number of EB members is to be defined in the AoA, and no statutory limit applies.  Only natural persons can be EB members.  No EB member can be a member for the SB and vice versa. An EB member can be selected from the Shareholders (in Uzbek: “ishtirokchilar”) of the LLC.

Appointment/Dismissal Competence: As a matter of law, the EB members are appointed by the GM (or a Sole Shareholder Resolution) in accordance with the order set forth in the AoA. The threshold for making decisions (either appointment or dismissal) is also stipulated in the AoA.  Generally, no maximum or minimum term applies to the EB, unless otherwise stated in the AoA or in the Shareholders’ Resolution appointing the EB.  The dismissal of EB members is also conducted by a Shareholders’ Resolution adopted at a GM in accordance with the order set forth in the AoA. The GM may delegate its appointment and/or dismissal power to the SB in the AoA. The Chairman of the collegial EB is appointed by the GM.  As a general practice, the EB members are employed by the LLC on the basis of an employment contract. The employment contract with the Sole Director (“SD”) is signed by the Chairman of the GM.

Alternates: When it comes to the collegial EB, a EB’s member may not transfer its voting power to any other person, inclusive of any other member of the EB. In the context of a Sole Director, it may issue a Power of Attorney for the purpose of representation on behalf of the Company to any other person on an ad hoc basis.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Uzbekistan on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Centil Law before actually changing any board members in Uzbekistan.

Appointment by the General Meeting
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed either by a presiding member of the EB, e.g. the Sole Director or the Chairman of the collegial EB.

No later than 30 calendar days prior to the annual GM and 45 calendar days for an extraordinary GM.

Yes, original is to be delivered to the Shareholders via registered mail or by other means as set forth in the AoA.

No.

Yes, if all Shareholders are physically present at the GM.

A decision on convening of a GM must be taken by a convening body (either the EB or the SB) within 3 calendar days of receiving a request for convening a GM.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman and the Secretary of the GM.

At the date set out in the convening notice (unless waived, cf. Step 1) or the AoA (for an annual GM).

Yes, original to be filed in the Minute Book, which is kept by the EB.

No.

No, the GM is restricted by law to hold meetings in absentia, unless otherwise stated in the AoA.

No fillings are required.

1
Step 1
>30 (or 45) days*
2
Step 2
0 days

0-30 (or 45) days**

*However, less than 30 (or 45) days is possible if Step 1 is waived.

**The need for a physical meeting may take additional time.

Appointment by the Supervisory Board (if stated in the AoA)
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of SB Meeting.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

2

SB Meeting.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

No filings are required.

1
Step 1
As set out in the AoA
2
Step 2
0 days

As set out in the AoA

Dismissal by the GM
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed either by a presiding member of the EB, e.g. the Sole Director or the Chairman of the collegial EB.

No later than 30 calendar days prior to the annual GM and 45 calendar days for an extraordinary GM.

Yes, original is to be delivered to the Shareholders via registered mail or by other means as set forth in the AoA.

No.

Yes, if all Shareholders are physically present at the GM.

A decision on convening of a GM must be taken by a convening body (either the EB or the SB) within 3 calendar days of receiving a request for convening a GM.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman and the Secretary of the GM.

At the date set out in the convening notice (unless waived, cf. Step 1) or the AoA (for an annual GM).

Yes, original to be filed in the Minute Book, which is kept by the EB.

No.

No, the GM is restricted by law to hold meetings in absentia, unless otherwise stated in the AoA.

No fillings are required.

1
Step 1
>30 (or 45) days*
2
Step 2
0 days

0-30 (or 45) days**

*However, less than 30 (or 45) days is possible if Step 1 is waived.

**The need for a physical meeting may take additional time.

Dismissal by the SB (if stated in the AoA)
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of SB Meeting.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

2

SB Meeting.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

To be defined in the AoA.

No filings are required.

1
Step 1
As set out in the AoA
2
Step 2
0 days

As set out in the AoA

Fee quote

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