Protecting directors and participants, challenging the debtor's transactions, running insolvency procedures and handling creditors' claims.
When is a director in Uzbekistan personally liable for the company's debts?
On two independent grounds under Law of the Republic of Uzbekistan No. ZRU-763 “On Insolvency”, in force since 13 April 2022. First: the head of the company must apply to the court if satisfying the claims of one or several creditors makes it impossible to meet obligations to the remaining creditors, and failure to file such an application entails subsidiary liability for the obligations that arose after the statutory deadline expired. Second: a person managing the debtor's affairs is liable if the insolvency was caused by that person's unlawful acts, and the amount of the liability equals the difference between the claims entered in the register of creditors' claims and the liquidation estate — that is, the entire unpaid debt.
These are not abstract risks but the scenarios that break deals and turn decisions of state authorities against you.
Personal assets are exposed to enforcement: apartment, car, bank accounts. The amount equals the difference between the register of creditors' claims and the liquidation estate.
Typical mistake: Assuming that limited liability protects the head of the company. The law contains two independent grounds — failure to file the application in time, and driving the company into insolvency through unlawful acts.
That pause is precisely what creates the personal debt: the director answers for the obligations that arose after the filing deadline expired.
Typical mistake: Not knowing that the deadline is strict and short — the application is filed with the court no later than one month from the moment the grounds arise. The clock starts neither with a court ruling nor with a creditor's demand.
The amount received goes back into the liquidation estate, and the former participant ends up a defendant in someone else's insolvency case.
Typical mistake: Assuming that leaving the company severs the connection with it. The debtor's transactions are challenged for a period of up to three years before the case is opened, and for the payout of a share on withdrawal the look-back period is longer.
The payment is reversed, and the fact of it becomes evidence against the director.
Typical mistake: Paying off insiders instead of observing the statutory order of priority. A transaction with an individual creditor may be declared invalid if it leads to preferential satisfaction of that creditor's claims.
Time spent on procedures and deadlines taken from a repealed act, while the real deadlines ran out.
Typical mistake: Relying on the Law on Bankruptcy No. 1054-XII of 5 May 1994. It has been repealed, and since 13 April 2022 the Law on Insolvency No. ZRU-763 applies, with a different set of procedures.
The claim is filed late or in the wrong rank, and the money goes to other creditors.
Typical mistake: Corresponding with the debtor while the procedure runs, instead of filing the claim and taking part in the register.
We establish whether the duty to file has arisen and from what date, and which obligations already fall within the subsidiary liability zone.
We prepare and file the debtor's application so that the deadline is not missed — this is the cheapest point of intervention.
Working with the statutory presumptions and proving the absence of a causal link between the director's conduct and the insolvency.
Analysis of transactions within the look-back period: which ones will be reversed, and how to justify those that were ordinary business practice.
Supervision, judicial rehabilitation, external management, liquidation proceedings — participation and control at every stage.
Filing claims, entry into the register, working with the administrator and challenging the debtor's transactions.
We determine whether the duty to apply to the court has arisen and how many days are left. Everything else depends on this.
We choose the route: a debtor's application, a restorative procedure, or defence in a case that is already open.
Running the chosen procedure, working with the administrator, the register of claims and the meeting of creditors.
Disputes over subsidiary liability and over the challenging of transactions — usually the most expensive part of the case.
Every point links to the primary source so that you can check it yourself.
Since 13 April 2022 Uzbekistan applies Law of the Republic of Uzbekistan No. ZRU-763 of 12 April 2022 “On Insolvency”.
lex.uz — ZRU-763The earlier Law of the Republic of Uzbekistan No. 1054-XII of 5 May 1994 “On Bankruptcy” was repealed upon the adoption of Law No. ZRU-763.
lex.uz — Law No. 1054-XII (repealed)Four procedures apply to a debtor that is a legal entity: supervision, judicial rehabilitation, external management and liquidation proceedings (art. 30 of ZRU-763).
lex.uz — art. 30 of ZRU-763The law distinguishes temporary insolvency — failure to perform obligations within three months from the date they fell due (six months for town-forming and equivalent enterprises) — from permanent insolvency (art. 5 of ZRU-763).
lex.uz — art. 5 of ZRU-763The head of the debtor must apply to the court if satisfying the claims of one or several creditors makes it impossible to meet obligations to other creditors (art. 9 of ZRU-763).
lex.uz — art. 9 of ZRU-763Failure by the head of the debtor, the members of the liquidation commission or the liquidator to file the application with the court entails their subsidiary liability for monetary obligations and for obligations relating to taxes and levies (art. 10 of ZRU-763).
lex.uz — art. 10 of ZRU-763The law treats as persons managing the debtor's affairs the head of the company and the members of its executive body, the liquidation commission or the liquidator, and persons disposing of 50 or more per cent of the shares or participation interests (art. 69 of ZRU-763).
lex.uz — art. 69 of ZRU-763The subsidiary liability of a person managing the debtor's affairs equals the difference between the amount of the claims entered in the register of creditors' claims and the liquidation estate (art. 70 of ZRU-763).
lex.uz — art. 70 of ZRU-763The law establishes rebuttable presumptions: unless proved otherwise, substantial harm to creditors' property rights resulting from the debtor's transactions is deemed to have made full satisfaction of creditors' claims impossible (art. 70 of ZRU-763).
lex.uz — art. 70 of ZRU-763The debtor's transactions may be challenged for a period of up to three years before the insolvency case is opened (art. 63 of ZRU-763).
lex.uz — art. 63 of ZRU-763A transaction made with an individual creditor may be declared invalid if it results in preferential satisfaction of that creditor's claims ahead of other creditors (art. 65 of ZRU-763).
lex.uz — art. 65 of ZRU-763The application of insolvency legislation is explained in Resolution No. 13 of the Plenum of the Supreme Court of the Republic of Uzbekistan of 23 June 2025.
lex.uz — Supreme Court Plenum Resolution No. 13 of 23.06.2025| What we compare | Failure to file in time | Driving the company into insolvency |
|---|---|---|
| Who is liable | The head of the company, members of the liquidation commission, the liquidator | Persons managing the debtor's affairs, including holders of 50 or more per cent |
| For what | For obligations that arose after the filing deadline expired | For unlawful acts that caused the insolvency |
| Amount | The obligations of the relevant period | The difference between the register of claims and the liquidation estate |
| How to defend | Show that the grounds for applying never arose, or that the deadline was met | Rebut the presumptions and the causal link |
| When it is too late | Once the one-month deadline has passed | Once the assets have been stripped and the transactions challenged |
These grounds do not replace one another: a director can be liable on both at the same time. The cheapest moment to act is before the filing deadline expires — after that a defence costs several times more and works less well.
We will go through your situation, say what can realistically be done and in what time, and name the fee once we understand the scope. Any figure before that would be invented.
Консультация по задаче — бесплатно. Стоимость работы называем после того, как поймём объём.
There are no testimonials and no case studies here: they cannot be checked. Only what you can confirm yourself.
This material is for reference and is not legal advice on your particular situation. Rules and tariffs change — check the current wording through the links to the primary sources above. To have your case assessed, send a request.