Consolidated group of taxpayers in Uzbekistan

A consolidated group of taxpayers is a voluntary association (Art. 61, Tax Code) of companies that calculates corporate income tax on a combined basis. It is formed without creating a separate legal entity. One company must hold, directly or indirectly, at least 90% of every other company, and the agreement must run for at least two calendar years.

In brief:

• the direct and/or indirect ownership interest must be at least 90% (Art. 62, Tax Code); the combined thresholds are UZS 100 billion in specified taxes paid, UZS 500 billion in revenue and other income, and UZS 1 trillion in assets;
• the responsible member calculates, reports and pays corporate income tax for the group;
• the documents must be filed by 30 October (Art. 64, Tax Code), and the group starts operating on 1 January of the following year;
• forming a group requires the ownership structure and every member’s figures to satisfy the statutory conditions throughout the term of the agreement.

Updated: 05 September 2026

What is a consolidated group of taxpayers?

The group combines legal entities solely for calculating and paying corporate income tax based on their aggregate financial result. Each legal entity remains a party to the effective agreement and a member in its own right, while the responsible member performs the duties of the group’s corporate income taxpayer. The agreement itself confirms the responsible member’s authority.

The group is formed without a new legal entity (Art. 63, Tax Code). The agreement therefore does not replace the members’ corporate structure, management bodies, separate accounting records or obligations for taxes outside the group regime.

Who may form a consolidated group?

Uzbek legal entities connected by the required ownership interest may form a group. One legal entity must own at least 90% (Art. 62, Tax Code), directly and/or indirectly, of the charter capital of every other member. The ownership interest is calculated under the direct and indirect ownership rules and must be maintained throughout the agreement.

On the latest reporting date before filing, each member must meet all three conditions:

• it is not undergoing reorganisation or liquidation, except in cases allowed by the Tax Code;
• no insolvency proceedings have been opened against it;
• its net assets exceed its charter fund or charter capital.

A new member is tested against these conditions on the joining date. Every legal entity in the structure that meets the requirements of Article 62 of the Tax Code must join the group. If only part of the mandatory group is covered, the group is treated as having been formed unlawfully or as having ceased from the date of the breach.

What financial thresholds apply?

The financial figures are tested in aggregate for all members for the calendar year preceding the filing year. Every company must also apply the same corporate income tax rate.

Example. A parent owns 92% of each of two subsidiaries. In the preceding year, the three companies together paid UZS 120 billion in the specified taxes, reported UZS 700 billion in revenue and other income, and held UZS 1.2 trillion in assets. If all three apply the same corporate income tax rate and meet the individual conditions, the numerical tests for forming a group are satisfied. An 89% interest in even one company does not qualify because the ownership threshold is not met.

Which organisations cannot participate?

The Tax Code provides eight exclusions (Art. 62, Tax Code). The following cannot join:

1. legal entities participating in special economic zones;
2. legal entities applying special tax regimes;
3. banks, unless every other legal entity in the group is also a bank;
4. insurance organisations, unless every other legal entity in the group is also an insurance organisation;
5. professional securities market participants that are not banks, unless every other legal entity is in the same category;
6. legal entities that are not recognised as corporate income taxpayers;
7. clearing organisations;
8. microfinance organisations.

The exceptions for banks, insurers and professional securities market participants permit a homogeneous group of the relevant type, but not a mixed group with ordinary companies.

What must the group agreement contain?

The agreement must contain seven mandatory elements (Art. 63, Tax Code):

1. the subject matter of the agreement;
2. the list and details of the members;
3. the name of the responsible member;
4. the powers transferred to that member;
5. the internal procedure and time limits for rights and duties not governed by the Tax Code, together with contractual liability;
6. a term stated in calendar years or a statement that the term is indefinite;
7. the indicators required to determine the tax base and tax payable for each member.

The last set of indicators cannot be changed during the agreement. The group itself must exist for at least two calendar years. Tax law governs the agreement, while civil law applies to matters not governed by tax law; a court may invalidate an agreement or its terms if they conflict with legislation.

The agreement is registered with the tax authority at the responsible member’s location. If that member is classified as a large taxpayer, the documents go to the authority where it is registered in that capacity.

How is a consolidated group registered?

The responsible member files four sets of documents (Art. 64, Tax Code): an application signed by authorised persons of every member; two copies of the agreement; certified evidence of the ownership interest, individual conditions, financial thresholds and complete membership; and proof of the signatories’ authority. The supporting evidence includes, in particular, payment orders or offset decisions, balance sheets and statements of financial results for every member for the preceding year.

Registration may be refused on only four grounds: the members do not meet Article 62 conditions; the agreement lacks mandatory terms; the file is incomplete or late; or the documents were signed without authority. The documents may be filed again after the defects are corrected. A refusal is challenged in an administrative court (para. 10, Supreme Court Plenum Resolution No. 4).

How are membership and term changed?

An amendment is mandatory when a member is liquidated or reorganised, a new company joins, a company that no longer qualifies leaves, or the term is extended. Every continuing and incoming member, but not a departing member, adopts the amendment.

For an extension, the documents must be submitted at least one month before (Art. 65, Tax Code) the agreement ends. In other cases, the deadline is one month after the relevant event. The responsible member files a notice, two copies of the amendment, proof of the signatories’ authority and evidence that the Article 62 conditions remain satisfied. Registration takes ten days.

New companies enter no earlier than 1 January after the year in which the amendment is registered. A departure caused by failure to qualify takes effect from the start of the year following the event. Other changes apply from the date selected by the parties, but not before registration. Failure to make a mandatory amendment terminates the agreement from the start of the year in which the amendment should have taken effect.

How is the group’s corporate income tax calculated?

The responsible member calculates the consolidated tax base cumulatively from the start of the year. It equals total income minus expenses (Art. 330, Tax Code) recognised for corporate income tax across all members. A negative difference is the group’s tax loss. The agreement sets the deadlines for supplying calculations, registers and other information, while the group’s tax accounting policy sets the calculation method.

Income taxed at source and controlled foreign company profits attributed to controlling members are excluded from the consolidated base. No warranty repair and servicing provision is created for goods and services sold to another member; the relevant part of an existing provision is reversed when a company enters the group.

Example. Company A has recognised income of UZS 450 billion and expenses of UZS 400 billion. Company B has income of UZS 250 billion and expenses of UZS 220 billion. The consolidated base is 450 + 250 − 400 − 220 = UZS 80 billion. If both companies apply an assumed common rate of 15%, the group tax is 80 × 15% = UZS 12 billion. The separate profits of UZS 50 billion and UZS 30 billion are not allocated for payment at the companies’ respective places of registration.

A loss from an earlier group period may be carried against the current base (Art. 335, Tax Code), in whole or in part. A company does not receive a share of the group loss when it leaves. It retains the right to its own losses from periods outside the group and, where the Tax Code permits, to a predecessor’s losses from periods outside the group.

Who files returns and pays the tax?

The responsible member is the taxpayer (Art. 294, Tax Code) for the group’s corporate income tax. The other members perform the duties needed for the calculation and provide their tax accounting data.

The tax period is the calendar year (Art. 338, Tax Code), and the reporting period is a quarter. A return is due by the 20th day of the month after a reporting period and the annual return is due by 1 March (Art. 339, Tax Code) of the following year. Tax is paid by the applicable return deadline; monthly advance payments are due by the 23rd day (Art. 340, Tax Code).

The responsible member pays advances and final tax where the agreement is registered (Art. 341, Tax Code), without allocating the payment among members or their subdivisions. The other companies do not file separate returns for the consolidated base. If they receive income excluded from that base, they report that income themselves.

In the first quarter of the group’s first year, the monthly advance equals the combined monthly advances due from all members for the third quarter of the preceding year. Transfers between members to pay or adjust group tax, advances, penalties and late-payment interest are not deductible (Art. 317, Tax Code). The payment deadline cannot be changed (Art. 98, Tax Code), so no deferral or instalment plan is available for this tax.

What rights and duties do members have?

An ordinary member has four specific rights (Art. 66, Tax Code):

1. to receive from the responsible member copies of audit reports, decisions, demands, reconciliation statements and other tax authority documents;
2. to challenge tax authority acts and officials’ action or inaction;
3. to pay the group tax voluntarily in place of the responsible member;
4. to attend audits of the responsible member and participate in consideration of the audit materials.

A member that continues to meet the Article 62 conditions cannot leave voluntarily during the agreement. It must assist with registration of the agreement and amendments; provide the responsible member with tax-base calculations, registers and other data; submit documents to the tax authority; pay tax, advances, late-payment interest and penalties if the responsible member defaults; immediately report a loss of eligibility; and keep tax records.

A company that pays in place of the responsible member obtains a right of recourse. On leaving, it changes its tax accounting from the start of the relevant tax period, calculates its own tax after taking account of amounts already paid by the group, and files its return. Departure does not cancel group tax obligations arising while the company was a member.

What is the responsible member responsible for?

The responsible member has seven specific rights (Art. 67, Tax Code): to provide explanations; attend field audits and tax audits at any member; receive reports, decisions and demands; participate in consideration of audit materials; obtain tax-secret information about members; challenge acts and actions in the group’s interests; and apply for an offset or refund of overpaid tax.

Its specific duties form a complete list of eight areas:

1. file the agreement, amendments and termination documents for registration;
2. keep tax records and calculate and pay tax, advance and current payments;
3. file returns and documents received from members;
4. provide members with the information required when the group ends or a company leaves;
5. discharge the group’s tax debt;
6. notify members of a tax payment demand within five days after receipt;
7. request documents, explanations and information from members for tax control;
8. submit primary documents, tax registers and other requested information to the tax authority.

When a company leaves, the responsible member adjusts the tax records from the start of the relevant period, recalculates advance and current payments, and files an amended return.

How do tax control and collection work?

Ordinary members may attend audits concerning the group tax, while the responsible member may also attend a field audit or tax audit at any member or its subdivision. If a return is more than ten days late (Art. 111, Tax Code), the tax authority may suspend operations on the accounts of the responsible member or every member.

A demand to pay the debt is sent to the responsible member (Art. 116, Tax Code). It states the debt, late-payment interest, penalties and collection measures. The responsible member must notify the other companies within five days.

Collection from bank accounts starts with the responsible member (Art. 122, Tax Code). If those funds are insufficient, the tax authority selects the other members and the order of collection. Collection may then proceed against remaining cash and other member property (Art. 124, Tax Code), first that of the responsible member and then that of the others.

Underpayment caused by an incorrect calculation or other unlawful conduct, where no specific offence applies, carries a 20% penalty (Art. 224, Tax Code) on the unpaid amount. Example. For an underpayment of UZS 4 billion, the penalty under this rule is 4 × 20% = UZS 800 million; the tax debt and late-payment interest are payable separately.

An overpayment of group tax is refunded to the responsible member (Art. 104, Tax Code). The same rule applies to tax collected in excess (Art. 105, Tax Code). After the group ends, the legal entity that served as the responsible member files the application.

This article does not cover the general tax audit process or challenges to audit outcomes. The article on tax authority appeals covers the time limits and procedure for a challenge. Use it when a dispute extends beyond the special rules for a consolidated group.

When does a group cease to operate?

A group ends when any of eight events (Art. 68, Tax Code) occurs:

1. the agreement expires;
2. the parties terminate it by agreement;
3. a court judgment invalidating the agreement enters into force;
4. an amendment reflecting a membership change is not filed on time;
5. the responsible member is reorganised, other than by transformation, or liquidated;
6. insolvency proceedings are opened against the responsible member;
7. the responsible member ceases to meet the Article 62 conditions;
8. the parties avoid making a mandatory amendment.

For termination by agreement, all members sign a decision and file it within five days. On expiry and for events 3–7, the responsible member files a free-form notice stating the event date within the same period. A purchase or sale of an interest that does not breach the 90% ownership test does not by itself terminate the group.

As a general rule, termination takes effect on 1 January of the following year. Court invalidation takes effect from the start of the reporting period in which the judgment enters into force; failure to file a membership amendment takes effect from the start of the relevant tax period; and reorganisation, liquidation, insolvency or loss of eligibility by the responsible member takes effect from the start of the year of the event. The tax authority deregisters the responsible member in that capacity and sends notice within five days.

What should companies check before forming a group?

Before filing, prepare a map of direct and indirect ownership, confirm the 90% interest for every company and check that every mandatory member is included. Then reconcile the individual conditions and four aggregate tests against the preceding year’s financial statements, confirm the common corporate income tax rate and screen for excluded categories.

Set the deadlines for transferring tax registers, tax funding arrangements, allocation indicators and internal recourse in the agreement. Separately verify the signatories’ authority and the evidence for every test. The working calendar should leave time before 30 October to correct the file: the tax authority can allow defects to be remedied only within the 15-day review period.

Frequently asked questions

Does a consolidated group become a new legal entity?

No. The companies sign and register a special agreement, but no new legal entity is created. Each member retains its own legal personality, management bodies, assets and records. For the group’s corporate income tax, the responsible member calculates the consolidated base, files the return and pays the tax where the agreement is registered.

May a company leave the group voluntarily?

It may not do so while it continues to meet all participation conditions and the agreement remains in force. Departure is provided for when the company ceases to satisfy the eligibility rules, and the membership change must follow the special amendment and registration procedure. The departing company calculates its own tax from the start of the relevant period but remains liable for group obligations that arose while it was a member.

When must documents be filed for the group to start next year?

The complete file must be submitted by 30 October of the current year. The tax authority has 15 days to review it, and the registered group starts on 1 January of the following calendar year. The file contains an application from all members, two copies of the agreement, evidence of the conditions and proof of the signatories’ authority.

Can a company take part of the group loss when it leaves?

No. A loss arising while the consolidated group operated remains a group loss and is not allocated to a departing company. That company may use its own losses from periods when it was outside the group and, where the rules allow, the losses of a reorganised predecessor from periods outside the group.

Who pays if the responsible member has no funds?

Collection starts with the responsible member’s funds. If they are insufficient, the tax authority selects the other members’ accounts and the collection sequence. It may then proceed against other property, first that of the responsible member and then that of the other companies. A member that discharges the obligation in place of the responsible member obtains a right of recourse.