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Voluntary Liquidation in Uzbekistan

Voluntary Liquidation in Uzbekistan

Voluntary Liquidation in Uzbekistan

UZBEKISTAN  ·  CORPORATE

Voluntary Liquidation in Uzbekistan

Bond Stone manages the voluntary liquidation and dissolution of МЧЖs, АОs, branches, and representative offices in Uzbekistan — from the opening resolution through creditor notification, tax inspection, and final de-registration.

Uzbekistan has substantially reformed its voluntary liquidation procedure since 2020. The requirement to publish liquidation notices in periodicals has been abolished. Government agencies now exchange information electronically. The State Tax Service inspection scope is limited to the last 3 years of activity. The maximum liquidation timeline is 6 months from notification. As of August 2023, submission of official stamps, seals, or bank account closure certificates to the registering authority is no longer required.

Important: Any МЧЖ or АО that does not operate but remains registered must continue submitting tax and statistical reports. Inactive companies should be formally liquidated to avoid accumulating fines and liabilities.

Governed by: Civil Code of the Republic of Uzbekistan; Law No. 310-II dated 6 December 2001 “On Limited and Additional Liability Companies” (as amended); Tax Code of the Republic of Uzbekistan. Authority: lex.uz


Liquidation Process — Step by Step

1

Liquidation resolution

The General Meeting (or sole participant) adopts a resolution to voluntarily liquidate the company and appoints a liquidation commission or sole liquidator. Bond Stone drafts the resolution and all corporate documentation. For single-participant МЧЖs, a sole participant decision suffices.

2

Notification to the Ministry of Justice

Bond Stone files the liquidation notification with the Ministry of Justice via new.birdarcha.uz within the prescribed period. The company’s state register record is updated to reflect liquidation status. Employees must be notified of dismissal with legally required advance notice under the Labour Code.

3

Creditor notification

Since January 2020, publication in periodicals is no longer required. Known creditors are notified electronically. A creditor claim period runs from the date of notification. Claims filed must be assessed and settled or disputed before liquidation proceeds. The electronic inter-agency information exchange system notifies relevant state authorities automatically.

4

Tax inspection

The State Tax Service inspects the company’s financial activities for the last 3 years only — a significant limitation compared to earlier practice. All outstanding tax liabilities, social contributions, and pension payments must be settled before a tax clearance certificate is issued. Bond Stone coordinates the inspection and prepares all required financial documentation.

5

Liquidation balance sheet & asset distribution

After all debts are settled, the liquidation commission prepares the final liquidation balance sheet. Approved by the General Meeting. Remaining assets are distributed to participants in proportion to their shares. As of August 2023, submission of official stamps, seals, or account closure certificates is no longer required.

6

De-registration

Bond Stone files the complete liquidation package with the Ministry of Justice via new.birdarcha.uz. The company is struck from the State Register and its TIN/ИНН cancelled. The entire voluntary liquidation process must not exceed 6 months from the date of notification of the decision.


Representative Office De-accreditation

De-accreditation of a representative office follows a parallel process under Cabinet Resolution No. 76 (07.02.2024): decision of the parent company’s competent body, notification to the MIIT, staff accreditation card cancellation, tax clearance, and filing of the de-accreditation application. The MIIT must be notified within 2 weeks of a decision to liquidate or reorganise the parent company where that parent has a representative office in Uzbekistan. Bond Stone manages the full de-accreditation procedure from our Tashkent office.

Why Bond Stone

✦  Full liquidation process managed from Tashkent — resolution through de-registration on one mandate

✦  Tax inspection coordination — State Tax Service liaison and financial documentation throughout

✦  6-month maximum timeline compliance — process mapped and tracked from day one

✦  Representative office de-accreditation managed under Cabinet Resolution No. 76 (2024)

Primary legal authority: lex.uz  ·  Bond Stone Uzbekistan office: Tashkent


Close your Uzbekistan entity

Contact Bond Stone for a confidential discussion about voluntary liquidation or dissolution of your company, branch, or representative office in Uzbekistan.

📧 info@bondstonelaw.com
📞 +998 97 415 04 80

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