Company Registration in Azerbaijan

Over the last few years, we have seen a significant increase in the number of foreign investors and entrepreneurs starting businesses in Azerbaijan compared to the recent past. While numerous factors contribute to this trend, our article will focus on the practical legal aspects of business registration in Azerbaijan. It will cover both the requirements and the process of company registration, without delving into the reasons behind this growing interest.

We hope this blog post will be informative for those planning to register their businesses and start entrepreneurial activities in Azerbaijan. Furthermore, if you require consulting and legal services regarding the process of company registration in Azerbaijan, remember that you can apply for DLB Consulting’s services.

Business Registration in Azerbaijan: Individual Entrepreneur and Company Registration

Business Registration refers to the official state registration of a business entity or an individual that plans to engage in commercial activities in Azerbaijan. Registering a business is the initial mandatory step for starting lawful business activities in the country. In Azerbaijan, businesses can start their operations by registering in one of the following forms:

• Legal Entity: Company or Branch of a Company;
• Individual Entrepreneur.

Also, it’s important to know that foreigners have the same rights and need to fulfill the same requirements as the citizens of Azerbaijan when applying to register their businesses in either form.

Company Registration in Azerbaijan

Company Registration in Azerbaijan is the process of state registration of a business entity planning to start business activities within the country. As noted, foreign individuals and business entities have the same rights as citizens to register their companies, subsidiaries or branches and engage in commercial activities within the country.

The Civil Legislation of the Republic of Azerbaijan has defined various organizational legal forms of commercial legal entities. However, let’s note that applicants generally prefer the following organizational legal forms to register their companies in Azerbaijan:

• Limited Liability Company (LLC): A Limited Liability Company (LLC) can be established by one or more individuals or legal entities. The founders have shares in the company as determined by the company’s Charter, and their liabilities are limited to the extent of their share in the Charter capital. It’s also important to note that the legal form of a Limited Liability Company in Azerbaijan encompasses the concept of the Private Limited Company (LTD), a widely recognized registration form in many countries. Interestingly, the Legislation of Azerbaijan does not impose any minimum Charter Capital requirement for LLC registration. Additionally, it’s worth noting that entrepreneurs have the option to register their Limited Liability Company (LLC) in Azerbaijan either as a Sole Proprietorship or as a Partnership.
• Joint Stock Company (JSC): Mostly, founders prefer to register large business entities in Azerbaijan as a Joint Stock Company (JSC). This organizational legal form typically involves establishment by multiple founders. It’s important to note that Azerbaijani civil legislation defines two main types of Joint Stock Company (JSC): the Open Joint Stock Company (OJSC) and the Closed Joint Stock Company (CJSC).

Required Documents for Company Registration

To register a company in Azerbaijan, you must prepare, collect and submit the following documents:

1. Application form;
2. Company Charter;
3. Decision on establishing the company and appointing the head (CEO);
4. Copy of the document confirming the identity of the founders and the head of the Company;
5. Power of attorney (if applying for company registration through a legal representative);
6. Receipt confirming the payment of the state fee and the Charter capital.

Subsidiary Company and its Registration

According to the Law of Azerbaijan, a subsidiary is considered an independent company and is subject to the same registration requirements as any other form of a company. Additionally, the legislation applies equal registration requirements and rights for both local and international companies when establishing a Subsidiary Company in Azerbaijan. However, foreign companies are required to legalize certain documents in accordance with international standards when registering a Subsidiary Company in Azerbaijan.

Required Documents for Subsidiary Company Registration in Azerbaijan

To register a Subsidiary Company in the Republic of Azerbaijan, you must prepare, collect and submit the following documents:

• Application form;
• Documents confirming the state registration of the founding company (to be duly legalized);
• Information about the founders of the founding company;
• Copy of the document confirming the identity of the head of the Founding company;
• The Charter of the Subsidiary Company;
• Original or notarized copy of the decision on the establishment of the Subsidiary Company and the appointment of its head or legal representative;
• Copy of the document confirming the identity of the head or legal representative of the Subsidiary Company to be registered;
• Document confirming the payment of the state fee;
• Document confirming the deposit of the Share Capital;
• Duly Legalized Power of Attorney (If applying for company registration through a legal representative).

Steps to Register a Company in Azerbaijan

You must follow these practical steps when registering a company or subsidiary in Azerbaijan:

• Step 1: Decide about the legal form of the company you want to register:

  You can register a company in Azerbaijan either as a Limited Liability Company (LLC) or a Joint Stock Company (JSC). Additionally, you may consider registering a branch or subsidiary of your company in Azerbaijan to meet your specific business needs;

• Step 2: Prepare and Collect Required Documents for Company Registration:

  After deciding on the company’s legal form, you must prepare and collect the necessary documents and pay the associated fees. Note that the registration forms for any company type are exclusively available in Azerbaijani;

• Step 3: Deposit the Charter Capital:

  The minimum required Charter capital amount depends on the legal form of a company to be registered. For a Limited Liability Company (LLC), there’s no minimum requirement, while a Joint Stock Company (JSC) requires a minimum Charter capital of AZN 2000 (about USD 1200);

• Step 4: Apply for Company Registration and Obtain a Registration Certificate:

  Once you’ve completed all necessary documents, deposited the Charter Capital, and paid the fees, submit your application to the State Tax Service. The registration process usually takes 2-3 working days. Upon registration, you’ll receive a Tax Identification Number, Registration Certificate, and Company Charter. Note that foreign legal entities and individuals can also register their companies remotely through legal representatives, without the need to be physically present in Azerbaijan;

• Step 5: Obtain Any Necessary Licenses or Permits:

  While company registration is generally sufficient to start operating for most business activities in Azerbaijan, certain types of businesses may require additional licenses or permits. The legislation specifies a select number of businesses require a license (permit).

Individual Entrepreneur Registration

Individual Entrepreneur Registration is one of the most common types of business registration in Azerbaijan. As the name suggests, it is the state registration of an individual entrepreneur who plans to start business activities within the country. So, individuals have the right to engage in business activities on their own, without the need to register a company. While small entrepreneurs often prefer this form of registration, it is not uncommon for large entrepreneurs to register as an Individual Entrepreneurs as well.It should be noted that only citizens of Azerbaijan and resident foreigner individuals have the right to register as Individual Entrepreneurs in the country. Similar to company registration, residents have the option to register as an Individual Entrepreneur in Azerbaijan both online and offline.

Legal Services for Registering a Business in Azerbaijan

In conclusion, if you need legal assistance with company registration or registration of a Subsidiary Company in Azerbaijan, or consulting services to start a business in the country, feel free to contact DLB Consulting. We would be happy to provide you with our services and to welcome you among our valued clients.

Read More:

1. Legal Services:         https://dlb.az/services/legal-services/.
2. Startup Consulting: https://dlb.az/services/startup-consulting/.
3. Starting a Business in Azerbaijan (Updated 2024): https://dlb.az/doing-business-in-azerbaijan/.
4. Market Overview and Business Opportunities in Azerbaijan: https://dlb.az/business-opportunities-in-azerbaijan/.
5. Branch Registration in Azerbaijan. Subsidiary Registration (Updated 2024): https://dlb.az/company-branch-registration/.
6. Trademark Registration in Azerbaijan: https://dlb.az/trademark-registration/.