Business Registration in Azerbaijan: 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, it is important to note that applicants generally prefer the following legal organizational forms to register their companies in Azerbaijan: Limited Liability Company (LLC) or Joint Stock Company (JSC).

Limited Liability Company (LLC)

A Limited Liability Company (LLC) in Azerbaijan is a type of business structure where the founders are not personally responsible for the liabilities of the company. This legal form encompasses the Private Limited Company (LTD), a widely recognized business structure in many countries.

According to the Law of Azerbaijan, Limited Liability Companies (LLCs) can be established by one or more individuals or legal entities. Interestingly, the legislation does not impose any minimum charter capital requirement to register a Limited Liability Company (LLC) in Azerbaijan. It’s also worth noting that entrepreneurs can 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 as Joint Stock Companies (JSCs) in Azerbaijan. This organizational legal form typically involves establishment by multiple founders. According to the Civil Law of Azerbaijan, there are two main types of Joint Stock Companies (JSC): the Open Joint Stock Company (OJSC) and the Closed Joint Stock Company (CJSC).

List of Required Documents for Company Registration in Azerbaijan

To register a company in Azerbaijan, you need to 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 Registration

In Azerbaijan, a subsidiary company 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 the Subsidiary Company Registration

To register a Subsidiary Company in Azerbaijan, you need prepare, gather 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).

How 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

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 of the Company

The minimum required charter capital can vary depending on the legal form of the company to be registered in Azerbaijan. So, there is no minimum capital requirement for a Limited Liability Company (LLC), while a Joint Stock Company (JSC) requires a minimum charter capital of AZN 2,000 (approximately USD 1,200).

Step 4: Apply for 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 for a company in Azerbaijan typically takes 2-3 working days once the application is submitted. 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 registering a company in Azerbaijan is generally sufficient to start most business activities, 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 Business Registration in Azerbaijan

In conclusion, if you need legal assistance with company or subsidiary company registration in Azerbaijan or consulting services to start a business, feel free to contact DLB Consulting. Our team will provide you with professional legal services for business registration, as well as any business consulting services you may need. We would be happy to offer our services and welcome you as one of our valued clients.