Company Registration in Azerbaijan

Business registration in Azerbaijan is the official state registration of a business entity or an individual planning to start commercial activities. Registering a business is the first mandatory legal step for starting business activities in the country. In Azerbaijan, businesses can start their operations in one of the following forms:

• Legal Entity: This can be either a company, branch or subsidiary company. To put it briefly, company, branch or subsidiary registration is the legal registration form in which the entrepreneur engages in business activity as a legal entity. Additionally, company registration can involve more than one founder.
• Individual Entrepreneur: When starting as an Individual Entrepreneur, the business person engages in business by themselves and without forming a legal entity.

We will share our insights regarding company registration in Azerbaijan with this blog post. Additionally, if you require legal assistance to register a company or any other form of business, consider applying for DLB Consulting’s services.

Company Registration in Azerbaijan

Company Registration in Azerbaijan is the state registration of a business entity planning to start business activities within the country. Indeed, it is the first important legal step for starting a business in Azerbaijan as a business entity. Foreign individuals and businesses have the same rights as locals to register companies, subsidiaries or branches to engage in commercial activities in Azerbaijan.

Legal Organizational Forms of Companies

According to the Civil Legislation, there are various organizational legal registration forms of companies in Azerbaijan. However, applicants typically prefer the following forms when registering a company: Limited Liability Company (LLC) and/or Joint Stock Company (JSC).

Limited Liability Company

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

According to the law, Limited Liability Companies (LLCs) can be established by one or more individuals or legal entities. Notably, there is no minimum charter capital requirement to register an LLC in Azerbaijan. Entrepreneurs can register their Limited Liability Company (LLC) in Azerbaijan either as a Sole Proprietorship or as a Partnership.

Joint Stock Company

Founders often prefer to register large business entities as Joint Stock Companies (JSCs) in Azerbaijan, which typically involve multiple founders. According to the Civil Law of Azerbaijan, there are two main types of JSCs: Open Joint Stock Company (OJSC) and Closed Joint Stock Company (CJSC).

Required Documents for Company Registration

To register a company in Azerbaijan, you need to prepare and submit the following documents to the relevant state body:

1. Company registration application form;
2. Company Charter;
3. Decision on the formation of 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 the registration through a legal representative);
6. Receipt confirming the payment of the state fee and the Charter capital.

Subsidiary Company Registration

A subsidiary is an independent company established by another company or through a partnership of companies. In turn, subsidiary registration in Azerbaijan is the state registration of a company that will be owned by a foreign company (companies).

A subsidiary must meet the same registration requirements as any other form of company. Additionally, the legislation ensures equal registration rights and requirements for both local and international companies registering a subsidiary. However, foreign companies must legalize certain documents according to international standards when registering a subsidiary 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:

• Subsidiary registration 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;
• Original or notarized copy of the decision on the appointment of its head or legal representative;
• ID Copy 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;
• Power of Attorney (If applying for the registration through a legal representative).

The Process: How to Register a Company in Azerbaijan

You must follow the practical steps below to register a company and/or a subsidiary in Azerbaijan:

Step 1: Decide on the Legal Form

You can register a company in Azerbaijan as a Limited Liability Company (LLC), a Joint Stock Company (JSC), or in another legal form. 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

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

Step 3: Deposit the Charter Capital

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

Step 4: Apply for 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 business days from the date of submission. Upon registration, you’ll receive a Tax Identification Number (TIN), a Registration Certificate, and the Company Charter.

Step 5: Obtain Any Required 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).

Legal Services for Company Registration in Azerbaijan

In conclusion, if you require legal assistance with subsidiary or 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 in Azerbaijan, along with any business consulting services you may need. We would be delighted to offer our services and welcome you as one of our valued clients.

Remote Business Registration: By Proxy.

Foreign companies and individuals can register their subsidiaries or companies in Azerbaijan by proxy. DLB Consulting provides professional legal services for remote business registration. Simply apply for our business registration services and provide our lawyers with a duly legalized power of attorney. Our legal team will handle the entire process, allowing you to register your company, branch, or subsidiary without the need to visit Azerbaijan.

Related Corporate Legal Services DLB Consulting Provides

DLB Consulting provides the following consulting and legal services for foreign business entities and individuals who are planning to register their businesses in Azerbaijan:

• Establishment of legal entities: Registration of companies in Azerbaijan, Registration of subsidiaries in Azerbaijan, Branch registration in Azerbaijan.
• Preparation of the Charter for the Company (Articles of Association) to be registered;
• Drafting, development and implementation of service agreements, codes of ethics, and compliance policies;
• Opening corporate bank accounts for the businesses to be registered;
• Obtaining business licenses for the required business activities;
• Legal and tax due diligence;
• Accounting and tax services;
• General legal and business consultation;
• Business Planning;
• Business Development Consulting.