UZBEKISTAN Law and Practice Contributed by: Nodir Yuldashev, GRATA International law firm
closed by the issuer through the unified portal of corporate information and their own web-page no later than two days from receiving the information. All obligations which have been described above are not applicable to LLCs and shareholders of LLCs. 4. Legal Developments 4.1 Notable Recent Decisions or Statutory Developments Although corporate practice is quite rich and there are multiple corporate disputes over title to shares and challenging transfer of shares to third persons, Uzbek judicial practice does not yet have any outstanding or significant benchmarking cases arising from complex shareholder agreements, privatisation or enforcement of various kinds of option agreements. A very significant improvement in legislation has been introduced in 2025 when the Parliament of Uzbekistan implemented the concept of corporate agreements to the Civil Code of Uzbekistan, thus strengthening the investors’ and shareholders’ legal capacity to execute and enforce corporate agreements, including share - holders’ agreements, various option agreements, and others. 5. Negotiating the Terms 5.1 Preliminary Negotiation Instruments and Practices As a rule, at the stage of setting up and establishing a JV, the parties tend to sign the following documents: • non-disclosure agreements, restricting every party and their counsels and other consultants to dis - close any information to third persons; • term-sheets, which serve as a preliminary agree - ment establishing major terms and conditions agreed by the parties to reflect the subsequent project documentation; • protocols of discussions, which in some cases may provide interpretation or amendment of a term- sheet;
• draft shareholder’s agreement or joint-venture agreement, the main document establishing all terms and conditions for setting up, management and operation of the JV; • draft option agreements (put, call, tag-along, and drag-along), providing specific rights and obliga - tions for shareholders; • draft articles of association, also named “charter”, of a JV, which serves as the JV’s formal constitu - ent document – as a rule, this document reflects all terms and conditions approved in the sharehold - ers’ agreement; and • depending on the project and who the counter - parties are, the parties usually also discuss and approve other drafts such as mandatory off-take agreements, mandatory lease agreements, financ - ing documents and other documents before the JV is established. 5.2 Disclosure Obligations Uzbekistan law does not contain any obligations for disclosure of the establishment of a JV after prelimi - nary and initial-stage documents have been signed. However, if one of the signatories is a JSC listed on the Uzbekistan stock exchange and any of the documents signed raises obligations for this JSC and constitutes a significant fact then, as previously described, this JSC will have to make a formal disclosure through the unified corporate information portal and through its own web-page. 5.3 Conditions Precedent, Material Adverse Change and Force Majeure As a rule, the discussing partners usually name the following as conditions precedent (CPs) in JV agree - ments: • receipt of antitrust clearance, if the transaction is subject to such a clearance; • receipt of a particular permit or licence, for exam - ple, a work permit for a particular specialist, or a licence for conducting a particular activity; • reorganisation of a company to a particular form, for example, turning an LLC into a JSC; • receipt of the right to use land, although this kind of CP is usually used in large industrial and infra - structure projects;
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