The aim of this alert is to provide brief review of the most important amendments. However, it is recommended to get familiarized with the text of respective legislative acts, in order to understand the new rules fully or contact our specialists.
In connection with further improvement of the corporate governance system, the Law of the Republic of Uzbekistan (ЗРУ 814 dd 18.01.23) introduced amendments and additions to some legislative acts.
The amendments of the legislation stipulate the subsidiary liability of the executive body of Joint Stock Companies and Limited Liability Companies for the entity’s obligations to repay debts in case of insufficiency of its property, if as a result of the violation of the procedure for concluding a major transaction or a transaction with affiliated persons the damage was caused by the executive body to the entity and at the same time the guilt of the Director or members of the Board of Joint Stock Companies or the trustee (in the case of LLC – director or collegial executive body of the company) is proved.
According to the amendments to the Law “On Joint Stock Companies and Protection of Shareholders’ Rights”, at least one independent member must be included in the general meeting notes of shareholders. At the same time, candidates for independent members of the supervisory board, unless otherwise provided by the company’s charter, are nominated by the company’s supervisory board for consideration by the general meeting notes of shareholders, as a rule, on a competitive basis. The Law establishes additional circumstances that exclude the possibility of being elected as an independent member of the Supervisory Board of Joint-Stock Companies.
The requirement to have at least one independent member of the Supervisory Board is also established for limited liability companies with a state share of more than 50%, in accordance with the amendments made to the Law “On Limited and Additional Liability Companies”.
Changes into the Law become effective after three months from the date of its official publication.