ESTABLISHING A LEGAL PRESENCE IN AZERBAIJAN

A company may start operations in Azerbaijan from the moment of state registration. The registration of commercial legal entities is handled by the ministry of taxes within 2 business days. Limited liability companies with local investment can be registered online. The law “on state registration of legal entities and state register” sets out the requirements of the legal registration process.

A certain, limited number of documents must be submitted to the ministry of taxes for registration purposes. Azerbaijan is a party to the Hague convention abolishing the requirement of legalisation for foreign public documents, and the legalisation requirement has ceased to exist in respect of documents produced and executed in the convention’s member countries.

There are numerous forms in which a legal entity/ company can be incorporated in Azerbaijan. There are no specific rules for the incorporation of companies by foreigners, apart from the standard legal and translation requirements. Foreign investors may either establish a limited presence (representative office or branch) or opt for a full presence through various legal organisational forms.

There is no local content requirement and no specific requirements for the size of share or legal limitations for the foreign component in a company and investment. With the exception of certain li-censed activities, there are no additional general approvals or permissions apart from state registration for the start up.

Azerbaijani law recognizes the following types of commercial legal entities (commercial legal entities are defined as those operating for profit):

  • General partnership (“GP”)
  • Limited partnership (“LP”)
  • Limited liability company (“LLC”)
  • Additional liability company (“ALC”)
  • Joint-stock company (open or closed JSC)
  • Cooperatives

The most popular forms of business dealing in Azerbaijan are the following:

  • Limited liability company (LLC).In accordance with Civil Code of the Azerbaijan LLC does not have minimum charter capital and limitation on quantity of shareholders. But the sum which was declared as charter capital has to be paid in full before the registration or within 3 months after registration. LLC is considered to be the most convenient form of business presence in Azerbaijan.
  • Joint Stock company (JSC).In Azerbaijan JSC divided on open JSC and closed JSC. Minimum charter capital: open JSC – not less 4000 AZN (app. 2400  US Dollars); closed JSC – not less then 2000 AZN (app.1200 US Dollars).
  • Representative/Branch Office. This form of business presence is considered as equal to legal entities in their status. The difference is in taxation and accounting reporting. There are no legislation limitations on terms of accreditation. Registration process may take also approximately 3 working days. Also we make registration of foreign banks with obtaining of the appropriate licenses.

In order to select the incorporation form which will suit you better, you can order us a legal study on this matter to compare pros and cons of business dealing and tax burdens for certain incorporation forms.

Services for company registration:

  • Preparation of constituent documents;
  • Company registration in tax and registration authorities;
  • Ordering and receipt of the seal;
  • Registration of company’s data in social funds;
  • Opening of bank accounts.

Additional Business Services

All documents is necessary to present in advance in order to translate them into Azerbaijan language. Our company retains the right to ask for additional documents. All documents have to be notarized by appropriate local authorities and legalised by the Azerbaijan Embassy in the country of Participants (Shareholders) or in accordance with Hague Convention (1961) must bear Apostille, issued by the appropriate state agency after the notarisation on each document.

For members residing in CIS countries (Russia, Belarus, Uzbekistan, Tajikistan, Armenia, Ukraine, Kirgizia, Moldova, Turkmenistan, Azerbaijan, Georgia) verification with an Apostille and legalization of documents is not required in accordance with the Minsk Convention on legal assistance and legal relations in the framework of civil, family and criminal matters (dated January 23, 1993).

You will also have to decide on the system of taxation (general or simplified scheme, with or without VAT).

Presence of participants during company registration:

Presence of participants is not necessary for notarial authentication of constituent documents, submission of documents to the state registration authorities. Our legal advisors will follow you on this issue, based on Power of Attorney given from our clients.

General term of company registration: 3-7 days from the date of presenting of all necessary documents and forming of charter capital.

Company name in Azerbaijan

Having chosen preferable form of business dealing, you will have to sort out several variants of company name. Corporate entity name check is a mandatory procedure in Azerbaijan because the company name must be unique. From 2012 for simplification of procedures on name check it is possible to do it on-line. Corporate entities with foreign members may use foreign company names, provided that such names are transliterated in the national and Russian languages. Also legal entities, representative and branch offices have the right to use such word as «Baku» or its shorten variant. Legislation of Azerbaijan allows for the companies to use such words without any additional payments.

Legal address in Azerbaijan (Baku)

In accordance with legal requirements, a corporate entity shall be deemed located in the place where its executive body operates (CEO, Directors). Location data shall be recorded in the unified state register of corporate entities and register of corporate entities and representative/branch offices in case of registration/re-registration. If registration is organized via our company, we can provide you with legal address.

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