Supervisory Board

In Limited Liability Companies (“LLC”), the Shareholders (in Uzbek: “ishtirokchilar”) may establish an optional Supervisory Board (“SB”) by amending the Company´s Articles of Association (“AoA”).  The SB is a collective body in the organizational structure which includes 3 governing bodies in the LLC, where the General Meeting of Shareholders (“GM”) (in Uzbek: “ishtirokchilarining umumiy yigilishi”) and the Executive Board (“EB”) are mandatory elements. Unlike other jurisdictions, the Uzbekistan laws consider the GM to be the supreme governing body of the LLC. Given that, the SB is subordinated to the GM, and supervises the performance of the EB and the general well-doing of the Company.

[...]

Division of Duties: As a matter of practice, the SB controls the management of the Company and supervises the activities of the EB within the scope specified in AoA. The SB is not entitled to decide on issues which are within the GM’s and/or the EB’s competence. Certain management decisions by the EB require prior approval by the SB (e.g. gross transactions, interested-parties’ transactions etc.). The SB’s members may also participate in GMs in advisory capacity.

Composition: A number of SB members is to be defined in the AoA, and no statutory limit applies. Only natural persons can be SB members. No SB member can be a member for the EB and vice versa. A SB member can be selected from the Shareholders of the LLC.

Appointment/Dismissal Competence: As a matter of law, the SB 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 decision (either appointment or dismissal) is also to stipulate in the AoA.  Generally, no maximum or minimum term applies to the SB, unless otherwise stated in the AoA or in Shareholders’ Resolution appointing the SB. The dismissal of SB members is also conducted by a Shareholders’ Resolution in accordance with the order set forth in the AoA.

Alternates: A SB’s member may not transfer its voting power to any other person, inclusive of any other SB member.

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
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 filings 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
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 filings 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.

Fee quote

Centil Law has provided all input about changing board members in Uzbekistan. Centil Law is a leading [...] full-service law firm with an integrated practice across Central Asia and the Caucasus. Centil's 50 lawyers and economists advise both international and domestic clients on complex transactions and pioneering projects with particular expertise in banking and finance, energy, M&A, tax and infrastructure.

For more information about Centil Law and changing board members in Uzbekistan, please use the below contacts:

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