Stronger internal anti-corruption control in Uzbekistan's state-owned companies: what management should prepare for

On 3 October 2026 the Ministry of Justice of Uzbekistan registered Order No. 106 of the Director of the Anti-Corruption Agency of 24 September (registration No. 3950). It approves a new model regulation on compliance and anti-corruption internal control units in state bodies and organisations and in companies in which the state holds 50 per cent or more of the charter capital. The regulation took effect on publication on 5 October, replacing the one adopted in March.

It matters most to executives and compliance officers of state-owned companies, and to their contractors.

What has changed

An internal control unit must detect and prevent corruption early, remove its causes and prevent conflicts of interest. It may be a service, a department or a single position, and must build an anti-corruption system that meets ISO 37001:2025.

In companies with a state share of 50 per cent or more, the unit reports to the supervisory board, not the chief executive (to the chief executive only where there is no board), and on anti-corruption matters to the Agency (clauses 6–7).

Its independence is protected:

KPIs do not apply to the unit's staff, and KPI-linked bonuses are paid at the maximum rate; KPIs may be reduced only with the Agency's consent (clauses 23–27);
staff are appointed through an open competition held jointly with the Agency, and their dismissal or disciplinary punishment must be agreed with the Agency, which will refuse if an officer is being pursued for doing their job (clauses 12–22);
staff are under state protection (clause 39);
staff need a relevant degree (law, economics, finance, tax, audit, management, IT and similar), at least four years' experience for the head of the unit and three for managers, and a certificate from a dedicated course (clause 11);
staff may not be given tasks outside their functions and may not sit on tender committees (clause 32).

Neither the pay nor the job of an internal control officer now depends on the chief executive, so their findings are less likely to stay inside the company.

What the unit can do

Under clauses 30 and 33, the unit:

conducts internal inquiries, uses databases, requests documents from state bodies, organisations and individuals, and has unimpeded access to premises;
checks procurement participants for affiliation, keeps special registers and monitors conflict-of-interest declarations;
with internal audit, reviews the legality of fixed-asset purchases and gives written opinions to the procurement committee; it also examines major investment projects;
may observe and record, directly or indirectly, the conduct of individuals and processes and, in the prescribed manner, establish confidential cooperation with individuals;
issues instructions and submissions that must be considered, and passes materials to law enforcement.

It may also propose temporarily suspending a manager's or employee's power to take personnel and spending decisions, or temporarily removing them from duty (clause 30). For the chief executive, this requires documented grounds and the agreement of the higher compliance service (clause 38).

From internal review to criminal investigation

When signs of a corruption offence are found, the unit must report them immediately and directly to the superior body and to law enforcement (clause 34). An internal review therefore often starts a pre-investigation inquiry. In one case announced on 9 October by the Department under the Prosecutor General's Office, overstated construction works were uncovered at exactly that stage and a criminal case was opened.

Correspondence with the unit and inquiry materials may later reach an investigator. Prepare each response as you would an explanation to an investigator: rely on facts and documents, avoid assumptions, and if a document does not exist, say so.

Lessons from practice

Defending executives of state-owned companies, we see three recurring situations.

Collective decisions are recast as individual wrongdoing. A transaction authorised by the government, approved by the supervisory board and priced in advance is, years later, called embezzlement. The strongest defence is a complete documentary trail: permits, valuations, board minutes, disclosed material facts and audit opinions.

Civil disputes are treated as crimes. A dispute over contract performance — volume, quality or payment — is presented as misappropriation. Yet Article 167 of the Criminal Code covers theft, by misappropriation or embezzlement, of another's property entrusted to the accused or under their control. The documents need to show the difference between a dispute and theft.

Assumptions of an "informal link". Claims that an executive is secretly tied to a counterparty often come without evidence. Timely conflict-of-interest declarations and the unit's own records are the best answer.

Properly documented, strong internal control is a means of protection, not only a risk.

Practical steps for executives and contractors

Keep the full decision trail for every major transaction in one place: permits, valuations, minutes, material-fact disclosures and audit opinions.
File conflict-of-interest declarations on time and in full, and disclose any links with counterparties in advance: the unit now checks procurement participants for affiliation.
Answer the unit's requests in writing, with reasons, and keep copies.
Contractors: acts of completed works must match the actual volume. Keep measurements, photo and video records and expert reports.
If an internal review ends with signs of a crime, or you are summoned for a pre-investigation inquiry, speak to a lawyer before giving any explanation.

The new regulation makes internal control independent and strong. It is wiser to use its requirements as protection than to resist them. The partners of Business Lawyers Group are available for questions.

What has changed

What the unit can do

From internal review to criminal investigation

Lessons from practice

Practical steps for executives and contractors

Sources

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