Registration of companies in Azerbaijan
Establishing a business in Azerbaijan or establishing a branch or representative office of an existing business in Azerbaijan
TAX LAW
Lawyer Sevinj Rahimova
1/16/20245 min read
Azerbaijan has fertile conditions for starting a business and making a profit. Azerbaijan is constantly developing and provides security at all stages of life. That is why foreigners have established their businesses in Azerbaijan and made great profits.
Below I mention some information about company registration.
All information is as of December 2023. The legislation of Azerbaijan is constantly changing, updating and defining new rules. You can follow me and subscribe to the news to stay up to date with what's happening.For consultation and cooperation, you can write or call +994555885151.
List of documents required for state registration of a commercial legal entity with foreign investment:
Decision (decisions) on establishment of a foreign-invested commercial legal entity, approval of its charter and formation of management bodies;
Charter approved by the founder (founders) or his (their) authorized representative of the foreign-invested commercial legal entity;
Copy of the document confirming the identity of the founding natural person;
Documents confirming the registration of the founding foreign legal entity - registration certificate, extract from the trade register, charter, etc.;
Copy of the document confirming the identity of the legal representative;
Document on payment of state fee (5 manats for registration of legal entities engaged in agricultural activities, 15 manats for registration of other legal entities);
A document confirming the payment of the authorized capital (bank receipt, etc.), except for cases where the charter of the limited liability company stipulates the payment of the authorized capital within a certain period;
If the charter capital is in the form of property, an independent auditor's opinion;
Application;
If the application is signed by an authorized representative or if applied by an authorized representative, a power of attorney, a copy of the document confirming the identity of the authorized representative.
NOTE:
According to Article 7-1 of the Law of the Republic of Azerbaijan "On State Registration and State Register of Legal Entities", commercial legal entities with foreign investment are registered within 2 days.
Documents drawn up in a foreign country and required to be notarized by the diplomatic mission of the Republic of Azerbaijan in the country where the legal entity is located or the diplomatic mission of another country representing the interests of the Republic of Azerbaijan in this country (if there are none, by the Ministry of Foreign Affairs of the Republic of Azerbaijan as an exceptional case) should be legalized in accordance with the legislation.
According to the Law of the Republic of Azerbaijan No. 595-IIQ dated March 5, 2004, "On Accession to the Convention Abolishing the Requirement for Legalization of Foreign Official Documents" joined the Convention.
Pursuant to Articles 2 and 3 of that Law, each state acceding to the Convention exempts from legalization the documents to which this Convention applies and which must be presented in its territory. The only formality that may be required to confirm the authenticity of the signature, the role of the person who signed the document and, if necessary, the authenticity of the seal or stamp affixed to the document, is the issuance of the certificate provided for in Article 4 by the competent authority of the state where the document is presented ("Apostille » certificate) is added.
On October 7, 2002, at the meeting of the Council of Heads of State of the Commonwealth of Independent States in Chisinau, the Convention "On legal assistance and legal relations in civil, family and criminal matters" signed by the Republic of Azerbaijan with a special opinion was adopted.
The Convention was approved by the Law of the Republic of Azerbaijan No. 581-IIQ dated January 13, 2004 "On the approval of the Convention on legal assistance and legal relations in civil, family and criminal cases".
State registration of a branch or representative office of a foreign commercial legal entity in the Republic of Azerbaijan
In order to register a branch or representative office of a foreign commercial legal entity in the Republic of Azerbaijan, the following documents must be submitted by an authorized person to the State Registration Department of Legal Entities of the State Tax Service General Directorate under the Ministry of Economy:
A decision by the authorized body of a foreign commercial legal entity on establishing a branch or representative office, approving its charter and appointing its head;
The original of the power of attorney issued by the authorized body of a foreign commercial legal entity to the head of the branch (representation) to engage in current activities or a notarized copy;
The charter approved by the foreign commercial legal entity that created the branch or representative office or its authorized representative;
Documents confirming the registration of the founding foreign commercial legal entity - registration certificate, extract from the trade register, charter, etc.;
A document on the payment of the state fee (the amount of the state fee for the registration of a branch or representative office is 300 manats);
The speed of the document confirming the identity of the head of the branch or representative office;
Application;
If the documents are submitted by the authorized representative, the power of attorney of the founding foreign commercial legal entity and the person appointed as the head of the branch or representative office, and a copy of the document confirming the identity of the authorized representative.
NOTE:
According to Article 7-1 of the Law of the Republic of Azerbaijan "On State Registration and State Register of Legal Entities", branches and representative offices of foreign commercial legal entities in the Republic of Azerbaijan are registered within 2 days.
Documents drawn up in a foreign country and required to be notarized must be certified by the diplomatic mission of the Republic of Azerbaijan in the country where the legal entity is located or by the diplomatic mission of another country representing the interests of the Republic of Azerbaijan in this country (in the absence of such, by the Ministry of Foreign Affairs of the Republic of Azerbaijan as an exceptional case). should be legalized in the prescribed manner.
According to the Law of the Republic of Azerbaijan No. 595-IIQ dated March 5, 2004, "On Accession to the Convention Abolishing the Requirement for Legalization of Foreign Official Documents" joined the Convention.
Pursuant to Articles 2 and 3 of that Law, each state acceding to the Convention exempts from legalization the documents to which this Convention applies and which must be presented in its territory. The only formality that may be required to confirm the authenticity of the signature, the role of the person who signed the document and, if necessary, the authenticity of the seal or stamp affixed to the document, is the issuance of the certificate provided for in Article 4 by the competent authority of the state where the document is presented ("Apostille » certificate) is added.
On October 7, 2002, at the meeting of the Council of Heads of State of the Commonwealth of Independent States in Chisinau, the Convention "On legal assistance and legal relations in civil, family and criminal matters" signed by the Republic of Azerbaijan with a special opinion was adopted.
The Convention was approved by the Law of the Republic of Azerbaijan No. 581-IIQ dated January 13, 2004 "On the approval of the Convention on legal assistance and legal relations in civil, family and criminal cases".
According to Article 12 of the Convention, documents issued or certified by an authorized institution in the territory of one of the Contracting Parties and issued or certified by a person with special authority within the scope of his authority, without any certification in the territories of all other Contracting Parties is accepted. Documents considered as official documents in the territory of one of the Contracting Parties have evidentiary force as official documents in the territories of other Contracting Parties.