Starting a Business in Azerbaijan

Our corporate law services include registration of companies, joint-ventures, mergers and acquisitions, corporate restructuring, internal corporate policies/regulations, bankruptcy and liquidation.

Corporate/Commercial Law Services in Azerbaijan

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 the registration of companies in Azerbaijan. 

 

Business formation and Company registration 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. 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 opening of the company in Azerbaijan, including choice of legal form (limited liability company, joint-stock company, branch or representative office) best suitable for the client. 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. 

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 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.

The Following documents and steps are necessary to complete formal registration of the company (limited liability company in Azerbaijan):

  • Application Form – Form provided by the Ministry of Taxes (registration authority of legal entities). These document needs to be notarized. Such a form could be applied by the person duly authorized to do so. 
  • Incorporation documents – Charter of a company, Resolution of Shareholders on the establishment of LLC and appointment of legal representative.
  • Information about the shareholders, founders – IDs, passports of founders. Where the owners (shareholders) are foreign legal entities, Articles of Association, Memorandum, and Certificate from trade registry are required. 
  • Notarial consent of the legal representative where the shareholder does not hold the position of the legal representative (director) of the company.
  • Receipt evidencing payment of state registration fee and charter capital – official registration fee for new LLC is 11 manats (AZN) and must be paid in advance before incorporation. State duty for registration of representative offices and branches of foreign legal entity is 220 manats (AZN). However, the charter capital must be paid within 3 months of company registration, provided that this has been prescribed by the charter. 

All of these documents must be submitted to the Legal Entity Registration Department at the Ministry of Taxes. 

Upon formal registration, the following practical steps must be taken before the actual commencement of business operations:

  1. Obtaining of ASAN Imza (Mobile Signature) for the legal representative (Director); 
  2. Obtaining of corporate seal for the company; 
  3. Opening of bank account upon submitting a copy of tax certificate to the selected bank via the e-taxes system; 
  4. Registration of the legal representative's (Director's) employment agreement at the state registry of employment agreement notices. 

With corporate/commercial and bankruptcy lawyers we offer:

  • Establishment of legal entities, registration of companies in Azerbaijan, as well as the opening of bank accounts both for the company and the individual person; 
  • Preparation of the company's charter (articles of association) and by-laws; 
  • Establishment and registration of branches and representative office; 
  • Drafting, development, and implementation of codes of ethics and compliance;
  • Drafting employment contracts for employees and directors;
  • Legal  and Tax due diligence regarding business or company in Azerbaijan ;  
  • M & A, Reconstruction (restructuring), Spin-Off formation;
  • Liquidation of companies in Azerbaijan, bankruptcy and insolvency consultancy and representation of companies and shareholders while these proceedings;
  • General legal consultancy and services related to insolvency situation and liquidation process in order to defend the rights and legitimate interests of the creditors or debtors;
  • Asset management during the bankruptcy process;
  • Share transactions, share transfers, shareholder agreements, investment agreements, joint ventures in Azerbaijan or international joint venture agreements and law and tax consultancy thereof;
  • Bankruptcy-related reorganization and revitalizing;
  • Liquidation and winding-up.