Register Company in Azerbaijan
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Our corporate law services include registration of companies, joint-ventures, mergers and acquisitions, corporate restructuring, internal corporate policies/regulations, bankruptcy and liquidation.
Our Corporate Law Services cover a wide range of corporate/company law services, starting from company formation and support while business set-up in Azerbaijan (Baku), corporate structuring and re-structuring, support while mergers and acquisitions and liquidation/bankruptcy of a company. Below we explain our services in more details.
Our Corporate/Commercial Law Services are diverse and based on best practices tailored for the needs of the clients to the extent possible under the laws of Azerbaijan.
Our services are based on real-life practices, taking into consideration of all law and tax issues of the corporate and company law issue requested from us. Our services cover all aspects of corporate and company law, starting from the incorporation of legal entities, re-structuring (reconstruction), mergers and acquisitions, up and until insolvency and liquidation of a legal entity.
Experienced team of corporate lawyers and tax consultants shall consider all of the main law and tax aspects of business set-up, legal entity form consultancy (branch, subsidiary, representative office) and business company types (limited liability company, joint-stock company, partnership as main choices) guidance. This is exactly what we do as Azerbaijani law and tax consultancy firm.
Acquisitions and mergers, transfer of shares at commercial entities, corporate policies and regulations of the companies, corporate restructuring and reconstructions, joint ventures involving local partners, regulation of non-commercial operations, insolvency and bankruptcy, liquidation and exiting the market are among the most requested services by us. We would happily answer any question involving these and numerous other corporate law issues, simply contact us.
Below we provide initial information about one of the mainly asked questions about starting a business in Azerbaijan, mainly the registration of companies in Azerbaijan.
Recent legislative development in Azerbaijan regarding registration of legal entities (companies) made the entrepreneurial environment attractive to initiate the business. According to the World Bank Doing Business Report 2018, Azerbaijan has ranked among the top 20 countries in the world for under starting business category. This positive trend has been kept and even advanced in Doing Business Reports of 2019 and 2020 (this latest WB Report ranks Azerbaijan 9th in the world at “Starting a business” category https://archive.doingbusiness.org/en/data/exploreeconomies/azerbaijan. Currently, available business opportunities in Azerbaijan tied with flexible and modern regulations make it attractive to foreign businesses and investors. However, any haphazard decision without professional consultancy in the business opening and running could cause potential problems in the future. Therefore, choosing the optimal form of a business corporation to start with and asset management at the end has been an emerging issue and asks for a consultation to save the costs in the best legal way possible.
Caspian Legal Center, as one of the contributory law firms invited by the World Bank while preparation of Doing Business Azerbaijan Reports, has unique experience in advising during the business formation stage, pre-incorporation consultancy covering main investment, compliance, tax and legal issues, including choice of legal form (limited liability company, joint-stock company, branch or representative office) best suitable for the client, followed by actual opening of the company in Azerbaijan, We do focus on each client needs separately, with deep consideration of business plans, profit expectations, company structure and make the firm recommendation on the choice of company form that is tax optimized, practical and at the same time tailored for the business needs of the client.
We ensure that incorporation documents, company structure, internal corporate policies/rules are in place, comply with legislation and correspond to the best interests of the business and business owner.
The firm provides consultancy from initiation (registration) up to liquidation of various sized companies, including small businesses, as well as medium and large multinational companies in various industries, setting up branches or subsidiaries in Azerbaijan, including professional assistance in the preparation of company by-laws, general terms, code of compliance. CLC team has practiced in the liquidation of companies in Azerbaijan, as well as bankruptcy and insolvency cases, in both defending interests of companies and their creditors.
We can provide support for registering companies by representing the client in Azerbaijan, on a remote (from a distance) and online basis, as well as accompanying and support the client or its representative while an actual visit to Azerbaijan.
Before starting a business in Azerbaijan, we suggest obtaining information regarding future legal requirements in the respective business area. Certain business areas and entrepreneurship activities are subject to licensing requirements, i.e. a license shall be obtained before starting the business operations (e.g. construction, design, certain technical services on high-risk equipment, non-bank credit institutions et cetera). Therefore, it must be checked whether the applicant would meet license-specific requirements. We must emphasize that most of business areas (trade, manufacturing, hospitality, export-import operations, professional services et c) are exempt from any licensing or permit requirements.
Company Registration in Azerbaijan: step by step explanation
Clients refer to us to register a company in Azerbaijan in the shortest time period, with full legal support, including legal address (virtual office) service, corporate bank accounts (with online banking tools) and practical consultancy while choosing the type of company to open in Azerbaijan. As per the Azerbaijani laws, practically, only a passport is required from a foreign citizen to open a company in Azerbaijan. CLC will prepare all the incorporation documents on behalf of the shareholder of the company in order to set-up business, register a company in Azerbaijan, open bank accounts.
Once it is decided to register a company in Azerbaijan, before on the company formation processes, several important questions shall be addressed:
1. Legal type and structure of the company: there are several available types of legal entities in Azerbaijan. These are limited liability company, additional liability company, joint stock company (open and closed types), and partnerships
2. Legal structure of the company (form of legal presence): here it must be determined whether a stand-alone independent company, subsidiary company, a branch office or a representative office shall be selected as the ultimate legal structure.
3. Amount of the share capital: Share capital may be paid before registration or within 3 months from the date of registration. No minimum amount is set for LLC. The minimum capital amount for open JSCs and closed JSCs are 4000 AZN and 2000 AZN resectively. It is possible to increase or reduce the share capital after the registration, as well.
4. Name of the legal entity: It is suggested a name check is conducted in advance to ensure no conflict with other registered company names or trademarks.
5. Director: it must be determined who would be appointed as the director of the new entity. Where the proposed director is not personally involved in the registration processes, a power of attorney from the proposed director shall be obtained for confirming consent for such appointment.
The above is a short list of necessary issues pending addressing by the shareholders. Depending on the situation, other issues may raise which could be equally important (e.g. distribution of shares where two or more shareholders exist) Once the above matters are determined, formal application for the company registration may ensue.
The following documents and steps are necessary to complete formal registration of the company (limited liability company in Azerbaijan):
All of these documents must be submitted to the Legal Entity Registration Department at the State Tax Service.
Upon formal registration of a company in Azerbaijan, the following practical steps must be taken before the actual commencement of business operations:
Note: Last updated in May 2024.