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Side-by-side comparison of US and Uzbek legal norms, exportable as PDF.

Company formation: a Delaware LLC and an Uzbek MChJ

Forming a company in two jurisdictions, side by side: which requirements match, which diverge, and who the divergence actually affects.

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Verified by Nurmukhammad Soyibnazarov · 8/8/2026

This table sets two formation regimes side by side: a limited liability company (MChJ) in Uzbekistan and a Limited Liability Company (LLC) in the US state of Delaware. Each is the practical default in its own country, which is what makes the comparison worth drawing.

An important limit: the right-hand column is Delaware, not "the US". Another state's LLC act differs, and a corporation differs more. A business operating outside Delaware picks up that state's requirements too, and this table does not cover them.

Every row comes from an official source and carries the date it was checked. Amounts move: the base calculation amount (BHM) changes on 1 September 2026, so the soʻm figures in rows 3 and 7 will differ from that date.

Topic	US Norm	UZ Norm	Conclusion
Minimum founders	1 member (§ 18-101(8)). The certificate may be signed by an authorised person who is not a member (§ 18-201(a)).	1 person — a company may be founded by a single person (OʻRQ-1137, art. 8).	No difference: a sole founder is possible in both.
Maximum members	No statutory cap.	50. Exceeding it means reorganising into a joint-stock company or production cooperative within a year, failing which the company is liquidated by court order (art. 8).	Uzbekistan puts a legal ceiling on growth, and hitting it forces a change of form.
Minimum charter capital	None. A sole member may be admitted without making any contribution at all (§ 18-301(d)).	No general minimum (art. 15). But where foreign investment makes up at least 15% of the charter fund: 400m soʻm, or 200m soʻm for a company newly established in Karakalpakstan or Khorezm (Cabinet Res. 66, Annex 11; OʻRQ-598, art. 3). A lower figure is a ground for refusing registration.	The difference bites precisely on a foreign founder: Delaware sets no threshold at all, while in Uzbekistan a substantial one appears at 15%.
Deadline to pay in	Not applicable — no contribution is required.	In full within one year of state registration (art. 15). A company registering as a credit organisation: each participant contributes at least 30% beforehand. A participant who misses the deadline loses their share to the company (art. 23).	In Uzbekistan the declared charter fund is an obligation; Delaware has no such concept.
Registering authority	The Delaware Secretary of State (§ 18-201(a)).	Public Service Centres (Cabinet Res. 66, para. 2).	A single authority in both; no court or ministry approval is involved.
Timeframe	The company is formed at the moment the certificate is filed (§ 18-201(b)). The statute prices expedited tiers of 30 minutes, 1 hour, 2 hours, same day and 24 hours (§ 18-1105(b)).	Real time, within no more than 30 minutes (Cabinet Res. 66, Annex 3).	Both are fast, for opposite reasons: Uzbekistan automated a substantive check; Delaware does not run one.
State fee	$70 — the statutory fee for the certificate of formation (§ 18-1105(a)(3)). This is not the all-in cost of forming a company: a registered agent charges separately.	1× BHM — 412,000 soʻm as at 7 August 2026; 440,000 soʻm from 1 September 2026 (OʻRQ-600; PF-115). The same 1× BHM applies to an enterprise with foreign investment.	The upfront fee is small on both sides. The divergence starts later — see row 10.
Local director or founder required	No. "Person" covers natural persons and entities, "whether domestic or foreign" (§ 18-101(14)).	No. Article 8 imposes no citizenship or residence test. State bodies may not be participants unless legislation provides otherwise.	Neither system requires a local partner — unlike a number of jurisdictions in the region.
Address in country	A registered office in Delaware is mandatory; it "may but need not be a place of its business" there (§ 18-104(a)(1)).	No document proving the address is filed, but the address must exist in the tax and cadastre databases or registration is refused (Cabinet Res. 66, para. 40).	Both need an address, verified differently: Delaware supplies one through an agent, Uzbekistan checks yours against state databases.
Registered agent	Mandatory and continuing: an agent in Delaware receives service of process (§ 18-104(a)(2)). If the agent resigns and no successor is designated within 30 days, the certificate of formation is cancelled (§ 18-104(d)). The annual tax notice goes to the agent (§ 18-1107(d)).	No equivalent requirement.	The clearest structural difference. In Delaware it is a continuing obligation and a continuing cost; Uzbekistan has no such institution.
Founding documents	The certificate of formation only, with three items: the name; the registered office address and the agent's name and address; anything else the members choose to include (§ 18-201(a)). Members' names are not required. The LLC agreement is not filed and may be written, oral or implied (§ 18-101(9)).	The founding documents, in the state language — the only attachment listed for an ordinary privately-founded MChJ (Cabinet Res. 66, para. 12). Model forms are optional.	Both lists are shorter than most people expect. The difference is that Delaware never sees the internal agreement at all.
Notarisation	Not required. Executing the certificate constitutes an oath under the penalties of perjury; an authorisation to sign need not be in writing, sworn to, acknowledged or filed (§ 18-204(b), (d)).	The list of attachments in para. 12 contains no notarisation requirement.	Both took the notary out of registration, but placed their assurance differently: Delaware in a perjury oath, Uzbekistan in electronic identification.
Remote formation by a non-resident	The certificate may be signed by an agent, and the authorisation need not be in writing (§ 18-204(b)); what is filed is a document.	The application is filed online, and since 21 July 2026 applicants in the USA may also use the us-uz.gov.uz platform (Cabinet Res. 66, para. 4). But where the founders include a person who is not an Uzbek citizen, the application must be signed with an ERI (para. 13). An ERI needs a PINFL first: the PINFL is obtained remotely through the e-Residency platform (three working days, free), while the ERI requires attending an Uzbek consulate abroad in person.	Delaware puts no legal obstacle in the way of forming remotely. In Uzbekistan the filing itself is remote, but getting to it involves one in-person step — a visit to a consulate.
Public visibility of owners	Members' names are not required in the certificate of formation (§ 18-201(a)), so they do not reach the public record. Federally: under the rule of 26 March 2025, entities created in the United States are exempt from reporting beneficial ownership information to FinCEN (checked 7 August 2026).	Participants are recorded in the Unified State Register of Business Entities — title to a share passes on the register entry (art. 21) — and register information is open except for data whose access is restricted by law (Cabinet Res. 66, Annex 2).	This is where the systems diverge most: Uzbekistan puts ownership on an open register, Delaware keeps it off the state record entirely. The FinCEN rule is an interim final rule and may change.

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Forming a contract: the US and Uzbekistan

When a contract is formed, what form it must take, and what happens when it is broken — the two systems side by side. The gaps are wider than most people expect.

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Verified by Nurmukhammad Soyibnazarov · 8/8/2026

This table sets two ways of forming a contract side by side. But something has to be said first, because the table format is good at hiding it: the two columns are not the same kind of thing.

The left column is the Uzbek Civil Code. It is one document and it governs every contract — sale of goods, services, construction, all of it.

The right column is Article 2 of the American Uniform Commercial Code. It has three boundaries:

the UCC is not itself law — it is a model text. Each state enacts it, and amends it as it enacts it. What follows is the uniform text, not the law of any particular state;
Article 2 covers the sale of goods and nothing else. Services, leases, employment and real estate fall outside it and are governed by the common law of the state concerned;
that general contract law lives in the cases. It cannot be cited here as a free official source, so rows that would depend on it have simply been left out.

The practical consequence: for the right-hand answer to apply to your contract, it has to be a contract for the sale of goods, and your state has to have enacted UCC Article 2 in this form.

One more thing before the table. If the contract is for the sale of goods between a business in the US and a business in Uzbekistan, neither column may be the whole answer: both states are parties to the 1980 Vienna Convention (CISG), which can apply automatically. That has an article of its own.

Topic	US Norm	UZ Norm	Conclusion
Where the rule comes from	State law. For sales of goods, that state's enactment of UCC Article 2; for everything else, that state's case law. There is no federal contract code.	The Civil Code, one document for the whole country. Chapters 26–28 cover contracts, chapter 9 the form of transactions, chapter 24 liability.	This is the largest structural difference. In Uzbekistan the answer is in one document; in the US you first have to establish which state and which kind of contract.
When there is a contract at all	In any manner sufficient to show agreement, including conduct by both parties (§ 2-204(1)). Even with one or more terms left open, a contract <strong>does not fail for indefiniteness</strong> if the parties intended to make one and there is a reasonably certain basis for a remedy (§ 2-204(3)).	When agreement is reached on every <strong>essential term</strong> in the required form (art. 364). Essential means the subject matter, whatever legislation makes essential for that type, and any term either party insists on.	A practical divergence. In the US a goods contract with no agreed price can still be a contract; in Uzbekistan a missing essential term means there is <em>no contract</em>.
The moment of formation	Article 2 does not fix one — § 2-204(2) expressly allows a contract whose moment of making is undetermined.	When the offeror <strong>receives the acceptance</strong> (art. 365).	Uzbekistan fixes the moment: receipt, not dispatch. Article 2 leaves the question open.
Can an offer be withdrawn	Usually yes. The exception is a firm offer: made by a merchant, in a signed writing, giving assurance it will be held open — irrevocable for the time stated, or a reasonable time if none is stated, but <strong>never more than three months</strong> (§ 2-205).	It cannot be withdrawn during the period fixed for acceptance, unless the offer says otherwise or the circumstances imply it (art. 368). No further conditions.	In Uzbekistan this is the <em>default</em>; in the US it takes four conditions and is capped at three months.
A reply on different terms	It is an acceptance — even stating additional or different terms — unless acceptance is expressly made conditional on assent to them (§ 2-207(1)). Between merchants the additional terms join the contract unless the offer limits acceptance to its own terms, the term <strong>materially alters</strong> the contract, or objection is given (§ 2-207(2)).	It is not an acceptance. Such a reply is <strong>a rejection and at the same time a new offer</strong> (art. 375).	The sharpest divergence in the table. Uzbekistan keeps the mirror-image rule; the US abolished it for goods, and the fight is over which terms survive.
Is silence acceptance	§ 2-206 allows acceptance "in any manner and by any medium reasonable in the circumstances"; Article 2 has no separate rule on silence.	No — unless law, trade usage or the parties' previous dealings say otherwise (art. 370). But acts of performance (shipping, paying) do count as acceptance.	Uzbekistan writes the rule down and writes down its exceptions; Article 2 leaves the question to the case law.
Must it be in writing	For goods at a price of <strong>$500 or more</strong>, yes (§ 2-201(1)). That is the uniform-text figure; check your own state's enactment. Other kinds of contract are covered by each state's separate rule, which is not set out here.	Any contract a legal entity is party to, whatever the amount (art. 108). Between individuals, above ten times the BHM. A foreign-economic transaction with an Uzbek legal entity or citizen on either side must be in writing wherever it is made (art. 1181).	For a company in Uzbekistan there is no threshold at all: everything is in writing. The US has one, but it applies only to goods.
What happens if it is not in writing	The contract is <strong>not enforceable by way of action or defense</strong> (§ 2-201(1)). Three exceptions: specially manufactured goods, an admission in court, and goods paid for or accepted (§ 2-201(3)).	The contract <strong>remains valid</strong>. The sanction is different: in a dispute the parties lose the right to prove its making, contents or performance <strong>by witnesses</strong> (art. 109). Written and other evidence still counts.	This is the row most often got wrong. In Uzbekistan the oral contract exists but is harder to prove; in the US a goods contract simply does not get off the ground.
Changing the contract	A modification agreement binds <strong>without consideration</strong> (§ 2-209(1)). A signed no-oral-modification clause holds (§ 2-209(2)). If the contract as modified falls within § 2-201, the writing requirement applies again (§ 2-209(3)).	The agreement to change or terminate takes <strong>the same form as the contract</strong> (art. 384). A court changes it on one party's demand only for material breach or where law or the contract allows (art. 382).	Form carries over in both. The difference is that the UCC removed the common law's consideration requirement; Uzbek law has no such concept to remove.
An agreed sum for breach	Only in an amount <strong>reasonable</strong> in light of anticipated or actual harm, the difficulty of proof, and the inconvenience of other adequate relief (§ 2-718(1)). A term fixing unreasonably large liquidated damages <strong>is void as a penalty</strong>.	Neustoyka is a sum set by law or contract, and the creditor <strong>need not prove any loss</strong> (art. 260). It takes the form of a fine or a per-day penalty (art. 261); the agreement must be written (art. 262). If disproportionate, the court <strong>reduces</strong> it (art. 326).	Different machinery. In the US an excessive clause disappears entirely; in Uzbekistan the court scales the figure down. And not having to prove loss is a substantial practical advantage of the Uzbek approach.
Is fault required	Article 2 does not tie liability to fault; the remedies follow from the breach itself (§§ 2-708, 2-712, 2-713).	The general rule is fault-based, and <strong>the debtor must prove its absence</strong> (art. 333). But in business activity fault drops out entirely — only <strong>force majeure</strong> excuses. A supplier's default, goods being unavailable on the market, and having no money are expressly not force majeure.	For a business contract both systems arrive at strict liability in practice. The Uzbek Code, though, <em>writes down</em> which excuses will not work.
Making the other side actually perform	<strong>The exception</strong>. Specific performance may be decreed where the goods are unique or in other proper circumstances (§ 2-716(1)). The main route is money: cover (§ 2-712) or the market-price difference (§ 2-713).	<strong>The default</strong>. For defective performance, paying the neustoyka and damages does <em>not</em> release the debtor from performing in kind; for outright non-performance it does (art. 330).	Expectations diverge sharply. A party from Uzbekistan assumes "they still have to deliver"; under US law they will usually get money instead.
When circumstances change materially	No US answer is given in this row. The relevant provision — UCC § 2-615 — was not retrieved verbatim for this article, and judicial <em>modification</em> of a contract is not an ordinary remedy in US law. Check your state.	A court may terminate where the four conditions in art. 383 are met together. <strong>Modification</strong> is exceptional: only where termination would be contrary to the public interest or cost the parties far more than performing on court-modified terms.	Uzbekistan leaves a route to judicial rewriting open, narrow as it is. That is not an ordinary remedy in the US system.
Choosing the governing law	Where the transaction bears a <strong>reasonable relation</strong> both to this state and to another state or nation, the parties may choose either (§ 1-301(a)). Several sections' own rules override that choice (§ 1-301(c)).	The law of the country chosen by the parties' agreement applies (art. 1189). The text imposes <strong>no connection requirement</strong>. The choice may cover the whole contract or part of it, and may be made at conclusion or later. Absent a choice, the law of the characteristic performer's country (art. 1190).	The Uzbek text reads wider. But how such a choice actually works turns on case law, and no case law is cited here.
Being compelled to contract	Article 2 has no such machinery.	Where the Code or another law makes contracting compulsory: a reply within <strong>thirty days</strong> of the offer, a protocol of disagreements, referral to court, and ultimately <strong>the right to sue to compel the other party to contract</strong> (art. 377). A party unjustifiably evading pays the resulting loss.	In Uzbek law this is a worked-out procedure; Article 2 has nothing like it. It is also the concrete limit on the freedom of contract in art. 354.