REFORM OF THE INSTITUTION OF MAJOR TRANSACTIONS IN THE REPUBLIC OF UZBEKISTAN: NEW APPROACHES TO CORPORATE CONTROL AND PROSPECTS FOR FURTHER DEVELOPMENT OF LEGISLATION

Abstract

On April 21, 2026, the Republic of Uzbekistan adopted the new Law No. ZRU-1137 “On Limited Liability Companies”, which enters into force on July 22, 2026. The Law introduces a comprehensive modernization of corporate governance aimed at increasing transparency, strengthening the protection of participants’ rights, and improving corporate control mechanisms. The article examines the key innovations of the Law, including the regulation of related-party transactions, the expansion of minority shareholders’ rights, the reform of ownership registration mechanisms, and the strengthening of liability of persons controlling corporate activities. Particular attention is paid to Article 50 regulating major transactions. The study analyzes the transition from the criterion of the company's property value to the criterion of net assets value and evaluates the implications of this reform for corporate governance practice. It is argued that the use of net assets as the basis for determining major transactions is economically more justified and provides a more effective mechanism of corporate control. At the same time, the author substantiates the necessity of further legislative development through the unification of regulation of major transactions in limited liability companies and joint-stock companies, the introduction of additional mechanisms for protecting company participants, and the adaptation of selected positive elements of Russian corporate legislation, including joint representation of legal entities and notarization mechanisms for corporate decisions.