Winding up a business in Uzbekistan follows a defined sequence of mandatory steps. Since Presidential Decree No. UP-5739 of 7 June 2019 came into force, the voluntary liquidation procedure has been substantially simplified: publication of a liquidation notice in print media is no longer required; the entire process is managed through the automated State Services Centre system; and the total period for voluntary liquidation may not exceed six months from the date the Centre receives the liquidation notification.
01Legislative Framework
- Presidential Decree No. UP-5739 of 7 June 2019 "On measures to simplify the liquidation procedure for business entities"
- Cabinet of Ministers Resolution No. 704 of 21 August 2019, Annex No. 1 "Regulation on the procedure for voluntary liquidation of business entities and cessation of their activities"
02Key Simplifications Introduced in 2019
- No newspaper publication required — liquidation notices are posted on the State Services Centre's official website.
- If a company has never conducted any business activity since registration and has no tax debts, no financial audit is required.
- Tax authority audits of the liquidating entity cover a maximum of three years.
- Liquidation information is processed through the unified automated business registration system.
- Maximum liquidation period: six months from notification.
03Scope — Who This Procedure Does Not Cover
The simplified voluntary liquidation procedure does not apply to:
- Banks, credit bureaus, and their branches and representative offices
- City-forming commercial organisations and entities treated as equivalent
- State bodies, non-commercial non-governmental organisations (including their legally separate structural divisions), and representative offices of international and foreign NGOs
- Commercial organisations exhibiting signs of insolvency under applicable legislation
04Step-by-Step Procedure
Step 1 — Adopt a resolution to liquidate
The decision is made by the founder(s), participants, or the authorised management body. The resolution must state: the entity's full and abbreviated name, taxpayer identification number, and postal address; the liquidator's passport details, telephone number, and email; the place and deadline for receiving creditor claims; and the reason for liquidation. For a sole trader, a personal written application suffices.
Step 2 — Appoint a liquidator
From the moment of appointment, all management powers transfer to the liquidator, who must be one of the founders/participants or a liquidation commission appointed by the founder. If a commission is established, decisions are taken by simple majority vote; the chair has the casting vote. The liquidator's powers include: conducting the liquidation and protecting the interests of creditors and participants; managing enforcement documents where the company is a debtor; signing all financial and operational documents without a power of attorney; issuing binding orders for all employees; and any additional powers granted by the founding resolution.
Step 3 — Transfer assets and documentation to the liquidator
Within three days of appointment, the company's management bodies must transfer to the liquidator — under an itemised inventory — all commercial documentation, seals, stamps, and other company property.
Step 4 — Notify the State Services Centre
Within one working day of the liquidation resolution, the liquidator submits a copy to the relevant State Services Centre. The Centre then: enters the liquidation status in the state register; automatically notifies the tax authorities, statistics body, Enforcement Bureau, real estate and vehicle registration authorities, Ministry of Finance, and utilities; and publishes the notice on its website stating the entity's name, TIN, address, resolution date and number, and the deadline for creditors to file claims (minimum two months).
From the date of notification, business activity is suspended and the accrual of the following taxes ceases: land tax; unified land tax; property tax; water use tax; and penalties on all taxes and mandatory payments. Creditor protection measures are lifted, amendments to the charter are prohibited, transactions are limited to those within the scope of the liquidation, and all obligations become immediately due.
Step 5 — Notify banks
Within one working day of the resolution, the liquidator sends a copy of the liquidation decision and two specimen signature/seal cards to the bank holding the main account and any bank holding foreign currency funds. The liquidator simultaneously instructs all other banks holding secondary accounts to close those accounts and transfer balances to the main account.
Step 6 — Conduct inventory and settle tax obligations
The liquidator conducts a full inventory of assets and liabilities, compiles a register of outstanding enforcement documents, and prepares tax calculations for the period from the start of the year to the date of notification to the State Services Centre.
Step 7 — Tax authority and Enforcement Bureau checks
Within 19 working days of receiving the notification, the Enforcement Bureau and the tax authority send the liquidator any outstanding enforcement documents and conduct an audit of the company's financial and business activity. The audit must be completed within 30 calendar days and covers activity from the date of the last audit up to the date of the liquidation notification — but no more than three years.
Step 8 — Approve the interim liquidation balance sheet
After the creditor claims deadline expires, the liquidator prepares a draft interim liquidation balance sheet for approval by the founders/participants.
Step 9 — Settle creditor claims
Within five working days of approving the interim balance sheet, the liquidator notifies all creditors whether their claims are accepted or rejected and settles them in the following order of priority:
- First: employee claims under employment contracts; and claims of individuals for personal injury or death caused by the company.
- Second: payments to the state budget and state-targeted funds.
- Third: all remaining claims.
Claims secured by a pledge are satisfied from the proceeds of selling the pledged asset. Any shortfall is covered in the order of priority above.
Step 10 — Approve the final liquidation balance sheet
After all creditors have been paid, taxes settled, and any remaining assets distributed among founders, the liquidator prepares the final liquidation balance sheet for approval by the founders and submission to the tax authority. The liquidator also requests confirmation from the Enforcement Bureau that no outstanding enforcement documents remain.
Provided all taxes are clear, the tax authority issues a no-debt certificate within one working day and transmits it automatically to the State Services Centre. The Enforcement Bureau issues a no-outstanding-documents notification within three working days.
Step 11 — Close the main bank account
Once the tax clearance and Enforcement Bureau certificates are in hand, the liquidator applies to close the main bank account. An account under judicial attachment cannot be closed.
Step 12 — Transfer documents to the state archive
Within three working days of closing the main account, the liquidator transfers all accounting and other company records to the state archive.
Step 13 — Final submission to the State Services Centre
To complete the deregistration, the liquidator submits to the State Services Centre: bank certificates confirming closure of all accounts; company seals and stamps; a certificate of cancellation of any issued securities (if applicable); and a certificate confirming delivery of documents to the state archive. Within two working days, the Centre verifies that all requirements are met and enters the liquidation record in the state register. The decision is issued to the liquidator within one working day of being made.
05How Advizen Can Help
Voluntary liquidation involves coordinating with multiple state authorities — the State Services Centre, tax service, Enforcement Bureau, banks, and the state archive — within tight statutory deadlines. Advizen assists companies in preparing the liquidation resolution, appointing the liquidator, managing creditor notifications, clearing tax obligations, and guiding the process through to final deregistration.