UZBEKISTAN  ·  BUSINESS FORMATION

Voluntary Liquidation in Uzbekistan

Bond Stone manages the voluntary liquidation and dissolution of LLCs, JSCs, 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 Tax Committee 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 LLC or JSC 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. An LLC moved to dormant status for lack of activity is liquidated by decision of the registering authority if it does not resume within one year (Article 66 of Law No. ZRU-1137).

Governed by: Civil Code of the Republic of Uzbekistan; Law No. ZRU-1137 dated 21 April 2026 "On Limited Liability Companies" (in force 22 July 2026); Regulation on Voluntary Liquidation of Business Entities, Cabinet of Ministers Resolution No. 704 dated 21 August 2019; Tax Code of the Republic of Uzbekistan. Authority: lex.uz


Uzbekistan — Market Context 2025

7.7%

Real GDP growth in 2025

USD 43B

Investment implemented in 2025, of which USD 38.2B FDI — up 24% year on year

22,000+

Foreign-invested enterprises operating in Uzbekistan at 1 October 2026

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 LLCs, a sole participant decision suffices.

2

Notification to the registering authority

Bond Stone files the liquidation notification with the registering authority (a Public Services Centre) via new.birdarcha.uz no later than the working day after the decision. 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: the registering authority posts the notice on its website (Civil Code, Article 55). The liquidator must notify known creditors in writing, with proof of receipt. The claim period runs from the website notice and cannot be shorter than two months. 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 Tax Committee 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 according to the charter and the law. 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 registering authority via new.birdarcha.uz. The company is struck from the State Register and its TIN (Tax Identification Number) cancelled. The entire voluntary liquidation process must not exceed 6 months from the date of notification of the decision; if the final documents are not filed in time, the voluntary liquidation is discontinued (Resolution No. 704, para. 38 of the Regulation).


Representative Office De-accreditation

De-accreditation of a representative office follows a parallel process under Cabinet Resolution No. 76 dated 7 February 2024: decision of the parent company's competent body, notification to the Ministry of Investments, Industry and Trade (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.


Investing in Uzbekistan

Uzbekistan — Investment Framework

Uzbekistan — International Financial Centre (Not Yet Operating)

Tashkent International Financial Centre (TIFC)

Created by Presidential Decree No. UP-48 of 30 March 2026 and Constitutional Law No. ZRU-1158 of 13 July 2026 (in force 25 July 2026), but not yet operating: activation requires TIFC Acts and presidential confirmation. The regime provides for TIFC Acts backed by the common law of England and Wales, an independent TFSA regulator, the Tashkent International Commercial Court, and tax exemptions for qualifying participants, most of them until 1 January 2076. Bond Stone is monitoring the TIFC Acts and will advise on TIFC entry once the Centre is activated.

Tashkent International Financial Centre — full guide →

Why Bond Stone

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 95 172 9678

Request a Confidential Consultation ← Business Formation Uzbekistan