The President of the Kyrgyz Republic, Sadyr Japarov, has approved the Law "On Amendments to the Civil Code." This law was adopted by the Jogorku Kenesh on September 25, 2025.
The main goal of the new legislation is to enhance the transparency of corporate structures and increase accountability for single-member economic societies.
The key provisions of the law include:
1) permission to establish a limited liability company where the sole founder is another economic society consisting of one person, provided that such firms are not under the control of foreign legal entities;
2) introduction of joint subsidiary liability for single-member economic societies (excluding state and municipal bodies, institutions, and enterprises) for obligations:
– of those economic societies in which they are the sole participants at the time the obligations arise;
– of firms whose sole participants are such single-member companies, as well as further down the ownership chain;
3) establishment of a limit on the depth of the ownership chain for economic societies with one participant, with the following rules:
– registration of a new economic society is prohibited if its sole founder is a single-member economic society and the allowable number of levels has been exceeded;
– the maximum depth of the chain for such societies must not exceed three levels, including the final economic entity;
4) clarification of the norms regarding the liability of single-member societies, with the provision that the rules on joint subsidiary liability do not apply in cases where the founders are state bodies, institutions, or enterprises with a state share.
