CRITERIA FOR DETERMINING THE PERSONAL LAW AND NATIONALITY OF LEGAL ENTITIES IN PRIVATE INTERNATIONAL LAW: A COMPARATIVE ANALYSIS

Abstract

Abstract: This paper examines the four principal criteria employed in private international law to determine the personal law (lex societatis) and nationality of legal entities engaged in cross-border civil transactions: the incorporation criterion, the seat (domicile) criterion, the center of exploitation criterion, and the control criterion. Through comparative analysis of national legislation, bilateral investment treaties, tax conventions, and international arbitration practice, the paper demonstrates that no single criterion is adequate when applied in isolation. Each mechanism presents distinct advantages and limitations—the incorporation criterion affords predictability but enables forum shopping; the seat criterion protects creditors and employees but complicates cross-border relocation; the exploitation center criterion serves developing-state interests yet proves unstable; and the control criterion effectively identifies beneficial ownership but is unsuited as a standalone conflict-of-laws connector. Drawing on the experience of the Commonwealth of Independent States, the European Union, the WTO, and the Eurasian Economic Union, the paper concludes with legislative proposals for Uzbekistan’s Civil Code aimed at complementing the incorporation criterion with additional connecting factors.