Three forms

Article 105 names three: oral, simple written and notarised. A contract is a kind of transaction, so art. 366 allows any form provided for transactions unless a particular form is set for that type of contract.

For a company the answer is simple: in writing

Article 108 lists the transactions that require written form. The first item:

transactions of legal entities with each other and with individuals

No amount is stated. No type is stated. If one side is a legal entity, the transaction is in writing. Sale of goods, services, lease, small sums — all of it.

For transactions between individuals there is a threshold: sums above ten times the base calculation amount (in the edition of Law OʻRQ-586 of 3 December 2019). And, where a law says so, other transactions whatever the amount.

The exception is transactions that art. 106 allows to be made orally. These include transactions performed at the moment they are made; and transactions in performance of a written contract may by agreement be made orally, where that does not contradict legislation or the contract.

What "in writing" means

Article 107 reads this more broadly than people expect. A written transaction is signed by the parties or their representatives. But:

  • a bilateral transaction may be made by exchanging documents, each signed by the party sending it;
  • an exchange of letters, telegrams, faxes and other documents identifying the parties and the content of their intention is equated to written form, unless legislation or the parties' agreement says otherwise (2021 edition);
  • article 366 adds post, telegraph, teletype, telephone and electronic communication — on one condition: that the document can be reliably attributed to the party it came from;
  • a facsimile reproduction of a signature is allowed where that does not contradict legislation or a party's requirement (2021 edition).

Article 107 part five also allows further requirements — a particular form of paper, a seal (where a seal exists) and the like — imposed by legislation or by the parties. The parenthesis was added in 2021 and matters: the seal now depends on there being one.

What happens if it is not in writing

This is the important part of the article. The usual answer is "the contract is invalid". That is wrong.

Article 109:

Failure to observe the simple written form of a transaction does not make it invalid, but in the event of a dispute deprives the parties of the right to prove the making of the transaction, its contents or its performance by witness evidence.

So:

  • the contract exists and binds;
  • you cannot prove it with witnesses;
  • written and other evidence — correspondence, invoices, payment orders, acceptance certificates, emails — remains available (part two of art. 109 says so expressly).

Part three carves out an exception: where a law or the parties' agreement expressly says so, the missing written form does make the transaction invalid. Article 115 generalises it: failure to observe a statutory form makes a transaction invalid only where a law says so directly.

The practical point: written form is not a condition of validity but a condition of provability. Reconstructing an oral agreement in court is nevertheless very hard, because the most natural evidence — "he said so" — is precisely the evidence that is barred.

Notarisation and state registration

Here the consequence is entirely different.

Article 110 — notarisation is compulsory in two cases: where a law says so, and at the demand of either party. The second is often missed: if your counterparty asks for a notary, a notary becomes mandatory.

Article 111 — transactions in land and other immovable property (transfer, mortgage, long lease, taking an inheritance) must be registered by the state. Legislation may also require registration for certain kinds of movable property (2021 edition).

Article 112 — failing to notarise or register makes the transaction invalid, and it is void rather than voidable. That is fundamentally different from art. 109.

But art. 112 contains two saving rules:

  • if one party has performed the transaction in whole or in part while the other refuses to notarise, the court may on the performing party's claim declare it valid, and no later notarisation is required;
  • if the transaction was made in proper form but one party refuses to register it, the court may order registration.

In both cases the party unjustifiably refusing pays the loss caused by the delay.

Cross-border contracts: a separate rule

Article 1181 part two may be the most practically useful rule in this article:

A foreign-economic transaction, at least one of whose participants is a legal entity of the Republic of Uzbekistan or a citizen of the Republic of Uzbekistan, is made in written form regardless of where it is made.

So: even if the transaction is made in New York, and even if another country's law is chosen to govern it — if one side is an Uzbek legal entity or citizen, written form is required.

Part one of the same article gives the general rule: the form of a transaction is governed by the law of the place where it is made — but a transaction made abroad cannot be held invalid for want of form if the requirements of Uzbek law were met.

This rule has a boundary, and it matters. If the contract is for the sale of goods between a US business and an Uzbek business, the Vienna Convention (CISG) may apply — both states are parties — and its article 11 imposes no form requirement at all. That is the subject of a separate article, and it is a question to put to a lawyer.

Changing the contract takes the same form

Article 384: an agreement to change or terminate a contract is made in the same form as the contract — unless legislation, the contract or trade usage says otherwise (2021 edition).

In practice: an oral side agreement to a written contract, where the contract does not allow one, runs into exactly the same evidence problem.

In short

  • Any contract a company is party to is in writing, whatever the amount.
  • Without writing the contract does not disappear — the ability to prove it by witnesses does.
  • Notarisation or registration is a different question: without them the transaction is invalid.
  • A foreign-economic transaction with an Uzbek party is always in writing.
  • "In writing" covers electronic communication, provided the sender can be reliably identified.