GILS Dispute Resolution: Kyrgyzstan (2026)

Aisanat Safarbek kyzy, Aibek Shamurzaev

CASE №1:

Preparing an amicus curiae brief for a foreign court on issues of international private and land law of the Kyrgyz Republic

We acted as Kyrgyz law experts and submitted an amicus curiae opinion before a foreign court in Asia in a cross-border dispute involving a former foreign shareholder of a Kyrgyz limited liability company and a subsequent purchaser of participation interests.

The dispute concerned the validity of a 2015 share transfer in a Kyrgyz LLC operating a private educational institution, as well as subsequent ownership and voluntary transfer of the underlying real estate (school building and land plot) to the state. Proceedings were initiated abroad, with the claimant seeking to challenge the historical share transfer and alleging violations of rights.

Our mandate was to provide a comprehensive legal opinion on the applicable law and jurisdictional issues under the legislation of the Kyrgyz Republic, including conflict-of-law principles contained in Chapter 65 of the Civil Code. In particular, we analyzed and substantiated the mandatory application of:

• lex societatis (Article 1184 Civil Code of the Kyrgyz Republic), confirming that all corporate matters—including validity of share transfers and internal governance—are governed exclusively by Kyrgyz law as the law of incorporation;
• lex rei sitae (Articles 1193–1197 Civil Code), establishing that rights in rem to immovable property are governed solely by the law of the place where the property is located and fall within the exclusive jurisdiction of Kyrgyz courts;
• procedural exclusivity rules under Article 32 of the Civil Procedure Code and Article 130 of the Land Code of the Kyrgyz Republic concerning disputes over land and immovable property;
• the three-year statute of limitations under Article 212 Civil Code, applicable to private-law claims contesting transactions.

We further clarified the limited scope of exceptions related to illegal privatization claims and explained why they were inapplicable in a private shareholder dispute.

The opinion supported the position that the dispute fell within the exclusive jurisdiction of the Kyrgyz Republic and that the foreign proceedings were inconsistent with established principles of private international law.

CASE №2:

Representation of a Foreign Investment Fund in a Shareholder Dispute Against an Aviation Company.

We represented a foreign foreign investment fund, a minority shareholder in an aviation company in the Kyrgyz Republic.

The project included support at the pre-trial stage, development of a legal position, and preparation of a statement of claim to invalidate the additional share issue, as well as other procedural documents.

The dispute arose over the company's several successive additional share issues within a short period of time. The issue, which was contested, was conducted at an offering price equal to the par value and significantly below the market price. This led to the dilution of minority shareholders' stakes and caused them financial losses.

In this case, we have alleged the following key violations:

• failure to comply with the requirements regarding the need to determine the placement price based on market value;
• violation of a shareholder's right to receive information;
• lack of confirmation of the market valuation of the property contributed by the controlling shareholder as payment for additional shares;
• abuse of a controlling position and imbalance of shareholder interests.

The legal strategy was based on a combination of arguments regarding procedural violations, the economic unjustification of the authorized capital increase, the protection of minority shareholders' rights, and both direct and indirect property damage.

The claims included invalidation of the additional share issue and the corresponding resolution of the general shareholders' meeting.