How to Register a Company in Azerbaijan

To foster the investment attraction, special emphasis has been put on easiness of the registration of businesses (company) in Azerbaijan. As a result, Azerbaijan has been ranked on the 18th place under the “starting the business” title on Doing Business Report of World Bank in 2018 among 190 countries. Over the years the number of documents and processes required for establishing company decreased significantly.

Partnership (general and limited partnerships), limited or additional liability company, joint stock companies are main types of commercial entities which might be incorporated in Azerbaijan. In practice, many businesses opt to establish limited liability companies (LLC) considering the practicality of such entities.

Azerbaijani law allows 100% foreign ownership in local companies and does not require any specific amount for company capital (share capital). In addition, there are no requirements regarding the nationality of the director or hiring local employees for certain positions.

Furthermore, local laws provide flexible rules for the formation of joint ventures, without specific bars or restrictions on the rights of foreign shareholders, financing, transferring funds to and from Azerbaijan.

The followings are the key documents, processes and costs need to be considered for registration of the company (LLC) 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.

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

While these documents are necessary for the registration of LLC, once the company established, there is a need to consider the following issues as well:

- Preparation of corporate seal of the company;
- Obtaining of e-signature (ASAN imza) for the company;
- Opening of bank accounts;
- Registration of employment agreements (including the employment agreement of the Director of the company)
- Reporting to state authorities (tax, social security, statistics)