On February 7, 2025, the Law of the Republic of Uzbekistan No. ZRU-1025 was enacted, introducing significant changes to corporate regulations. One of the most notable amendments is the formal integration of corporate agreements into the Civil Code, which will take effect on May 8, 2025.
This long-anticipated development is set to enhance corporate governance, boost investor confidence, and bring Uzbekistan’s legal framework closer to international best practices. Below, we analyze the key aspects of this reform and its potential impact on foreign investors and businesses operating in Uzbekistan

What Is a Corporate Agreement and Why Does It Matter?
Under the new framework, shareholders or participants in a company can now enter into corporate agreements that govern the exercise of their rights. These agreements can include provisions on:

• Voting coordination at general meetings;
• Joint management of the company;
• Predetermined share transactions (buying/selling at set prices or under specific conditions);
• Restrictions on voting or share transactions to align with strategic goals. 
• This reform provides clarity and legal certainty for shareholder agreements and joint venture agreements, which previously faced legal uncertainties under Uzbek law.

Key Benefits for Foreign Businesses and Investors
1. A Clear Legal Basis for Shareholder Agreements
One of the biggest challenges in Uzbekistan’s legal framework was the lack of an explicit rule allowing shareholders to abstain from exercising their rights. This created complications for structuring agreements, as previous Civil Code provisions suggested that refusing to exercise rights did not eliminate them—raising concerns about enforceability
Now, with the new law explicitly permitting shareholders to waive their rights in a structured agreement, investors can legally structure joint ventures, shareholder agreements, and investment deals with more confidence.
2. Improved Legal Standing for Investment Protections
The recognition of corporate agreements paves the way for more sophisticated transaction structuring, including. Previously, the enforceability of these mechanisms was a gray area, making M&A transactions riskier. The new legislation significantly reduces legal uncertainty, making Uzbekistan a more attractive jurisdiction for foreign direct investment.

A Step Toward International Best Practices
With this reform, Uzbekistan is aligning its corporate governance framework with international standards observed in jurisdictions such as the United Kingdom, the European Union, and Singapore. Corporate agreements play a crucial role in this process, offering stability, predictability, and enforceability—key factors for foreign investors assessing opportunities in emerging markets. Their introduction enhances the transparency and reliability of Uzbekistan’s corporate law, further integrating it with globally recognized regulatory practices.
For example, in the United Kingdom, shareholder agreements (shareholders’ agreements) are widely used to regulate the rights and obligations of participants in detail, including exit mechanisms and dispute resolution procedures. In Germany, corporate agreements are governed as part of corporate law (Gesellschaftsrecht). Companies can enter into control and profit transfer agreements (Beherrschungs- und Gewinnabführungsverträge), allowing one company (typically a parent) to fully control the operations of another (a subsidiary). This is particularly important in holding structures and for international investors. In Singapore, one of the leading financial hubs in Asia, shareholder agreements (shareholders’ agreements) are extensively used, especially in venture capital. For example, Venture Capital Investment Model Agreements (VIMA) provide standardized deal structures for startups and investors, including provisions on liquidation preferences, anti-dilution protection, and management rights.
These examples illustrate that corporate agreements play a crucial role in creating a stable legal environment that attracts foreign investors, venture capital funds, and private companies. Their adoption in Uzbekistan could significantly enhance business confidence in the legal system, facilitate investment transactions, and contribute to the development of the entrepreneurial ecosystem. However, the real test will be in how these agreements are enforced in practice. Court interpretations and regulatory enforcement will be key to determining whether this reform translates into real-world legal certainty for businesses.

What This Means for Foreign Companies Operating in Uzbekistan
For foreign companies, joint ventures, and investors looking at Uzbekistan, the ability to structure corporate agreements with enforceable provisions is a major step forward. The new law will:

• Reduce investment risks by providing a clear legal basis for contractual shareholder arrangements;
• Encourage joint ventures and strategic partnerships by enabling enforceable governance frameworks;
• Increase transaction efficiency by clarifying the rules around share transfers, voting rights, and management participation.

However, investors should still carefully draft corporate agreements to ensure compliance with both Uzbek law and international contract standards. To ensure compliance with corporate governance requirements, parties to a corporate agreement are obligated to notify the business entity in writing about the conclusion of such an agreement. Failure to provide timely notification may result in specific sanctions, as stipulated by the applicable legislation.

Final Thoughts: A Promising Development, But Execution is Key
The introduction of corporate agreements into Uzbekistan’s Civil Code is a positive step toward improving corporate governance and legal predictability. It makes the country’s investment environment more transparent and structured, reducing risks for both foreign and domestic investors. Yet, as with any legal reform, implementation and judicial interpretation will determine its practical impact. For potential investors, this reform signals a stronger commitment to international business standards, making Uzbekistan an increasingly attractive market for corporate investments.
Navigating Uzbekistan’s evolving corporate landscape requires deep legal expertise and strategic foresight. At Lexcell, we are committed to helping businesses and investors structure their agreements with confidence, ensuring full compliance with the new regulatory framework. Whether you need guidance on drafting enforceable corporate agreements, structuring joint ventures, or mitigating legal risks, our team of experienced lawyers is ready to assist you every step of the way. Contact us today to explore how we can help you secure your business interests in Uzbekistan’s dynamic market.

DISCLAIMER:
The content of this article is provided for informational purposes only and should not be construed as legal advice. It is not intended to create, and receipt of it does not constitute, a lawyer-client relationship. Readers should not act upon this information without seeking professional counsel and should not rely on it as a substitute for obtaining legal advice from a qualified attorney licensed in their jurisdiction.
 
Gulnoza Abdurakhmonova