Azerbaijan - Start a Business or Company

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Procedure

Business or company formation in Azerbaijan includes:

• Draft the Articles of Association (necessary for the business or company incorporation in Azerbaijan);

The Articles of Association required to open a business or company in Azerbaijan can be signed through Power of Attorney (the same applies to Public Notary proceedings, a step required by the Azerbaijan law).drafting all other documents required for the incorporation of the Azerbaijan company; These documents include:

• Application Form – Form provided by Ministry of Taxes (registration authority of legal entities). These document needs to be notarised. Such form could be applied by the person duly authorised to do so.
• Incorporation documents – Charter of company, Resolution of Board on 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.
• Document evidencing the domicile of LLC – Notarised consent letter from the property owner to use the address as legal address (domicile) of LLC. Where the property owner is the very shareholder, such written consent letter is not required.

• Arrange Public Notary procedures (The procedures for incorporating a company in Azerbaijan have to be done through an Azerbaijan Public Notary);
• Have a Registered Office in Azerbaijan for your business or company (if required);

The registered office may be any address where the Azerbaijan business or company declares to have its headquarters or operations. The registered office will be public. After registering the Company, following issues need to be considered:

• Preparation of corporate seal of the company
• Setting up a bank account for opening a business or company in Azerbaijan.
• Obtaining of e-signature (ASAN imza) for the company
• Registering employment agreements (including the employment agreement of the Director of the company)
• Reporting to state authorities (tax, social security, statistics)

Opening a bank account refers both to an initial share capital account as well as a current bank account after the company is formed.

Accountancy services are recommended for any new business registration in Azerbaijan. 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 month of company registration, provided that this has been prescribed by the charter.

In Azerbaijan a company may start its commercial activities after state registration Legal Entity Registration Department at the Ministry of Taxes. Registering a local entity is in general a prerequisite to open a bank account, apply for licenses, certify goods, etc.

Azerbaijani law neither contains specific requirements regarding the size of share of a foreign company in Azerbaijani entity nor does it establish legal limitations regarding foreign founders jurisdiction. There are several forms of legal entities to choose from.

Such forms include sole entrepreneur, partnership (general and limited), joint-stock company (open and closed type) and Limited Liability Company.

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Required Documents

For a Limited Liability Company (LLC), the following documents are needed:

• Company name (multiple)
• Legal address
• Information about the founder (name, nationality, passport or constituent documents of the company)
• Size of authorised capital
• Types of activities
• Choice of a bank in Azerbaijan and types of accounts

Other documents may be required in addition to the above.

For a Representative or Branch Office, the following documents are needed:

• The founding documents
• Choice of a bank in Azerbaijan and types of accounts

Other documents may be required in addition to the above.

Office Locations & Contacts

The Ministry of Economy and ?ndustry
84, U.Hajibekov Street, Baku (Government House)
Phone: (+99412) 4938867
Fax: (+99412) 4925895
E-mail: [email protected]
Web page: http://www.economy.gov.az/eng
Location on a Map

Ministry of Taxes of the Republic of Azerbaijan
AZ1073, 16, Landau Str., Baku,
Azerbaijan Republic
Phones: (99412) 4038970
Fax: (99412) 4038971
Email: [email protected]
Where to register your business or company.

Eligibility

Individuals (without establishment of a legal entity) and legal entities may be involved into entrepreneurial activities:

• As individual:
  • Individual entrepreneurship
• As legal entity:
  • General partnership
  • Limited partnership
  • Limited Liability Company
  • Joint-Stock Company
  • Cooperative

Both individuals and legal entities have equal rights in the process of implementing entrepreneurial activities.

Fees

Explain the fees structure which is required for obtaining the certificate/document.

Validity

Explain the time until which the certificate/document is valid.
e.g. Birth Certificate Valid Forever

Documents to Use

Rules to fill in documents

Forms of Applications and Statements

Other documents

Check the availability of a legal entity with the same name

Online registration of private entrepreneurs and commercial legal entities

Sample Documents

Doing Business in Azerbaijan

Doing Business in the Republic of Azerbaijan

Samples of charters and statutes

Processing Time

After applying with all the required documents, a company is registered within seven days.

Related Videos

Videos explaining the procedure or to fill the applications. 
Attach videos using the following tag <&video type="website">video ID|width|height<&/video&> from external websites.
Please remove the "&" inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver, 
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed.
e.g In the following url "http://www.youtube.com/watch?v=Y0US7oR_t3M" Video ID is "Y0US7oR_t3M". 
	

Instructions

Types of Business Structure:

• Limited Liability Company (LLC)

An LLC is the most convenient and widespread way of doing business. Azerbaijan's Civil Code states the minimum and maximum amount of share capital; up to 50 people can be founders. If authorized capital is declared, payment must be made immediately at the time the company is registered.

• Joint Stock Company (JSC)

In Azerbaijan, JSCs are divided into open joint stock companies and closed joint stock companies. The minimum share capital for an open JSC is at least AZN4, 000 (about US$5,100), while for a closed JSC it is at least AZN2,000 (about US$2,550).

• Representative or Branch Office

According to Azerbaijan law, a representative or branch office is not a legal entity. The parent company is liable for their activities and they are managed by a director on the basis of a power of attorney issued to him by the parent company. However, representative offices and branches as well as legal persons have the right not only to exercise executive functions, but also to engage in any commercial activity not prohibited by the legislation of Azerbaijan.

• Sole Entrepreneur

There are several ways of conducting business in Azerbaijan. One can do business as a sole entrepreneur. A person needs to register with the Azerbaijani tax authorities to obtain the status of a sole entrepreneur. The tax authority issues the entrepreneur a tax ID (Azerbaijani: VOEN) and the person fulfills his/her tax obligations using that tax ID. However, there are certain risks of being a sole entrepreneur. Sole entrepreneur's liability is not limited.

Required Information

• The full name of the company and the abbreviation it is going to use in business
• Company officers (executive bodies)
• The names and signatures of the founders who are forming the company
• The rules for running the company
• Internal management affairs and legal responsibility
• The amount and nature of the shareholders contributions

Need for the Document

Azerbaijan, officially the Republic of Azerbaijan, is the largest country in the Caucasus region of the Eurasia. After regaining its independence in September 1991, Azerbaijan has been steadily improving its investment environment and now has become one of the most attractive destinations for foreign investment in the Commonwealth of Independent States (CIS). Legal and economic reforms undertaken during these years coupled with stable political situation and abundance of natural resources create welcoming atmosphere for foreign investment and entrepreneurship.

Information which might help

Azerbaijan's stable economy already has an effective oil sector, but the country is also expanding its development into other kinds of innovative businesses.

After selecting a business structure, a few options for the company name are needed. The name of a legal entity in Azerbaijan must be unique. Legal entities with foreign participation which use foreign-language titles must have the name transliterated into the Azeri language.

Other uses of the Document/Certificate

Due to the changes by moving away from centralized state system, independent traders and small stores are prospering within the country. The activity has been developing until now through the intermediary of distributors, agents and new representation offices. The government is encouraging foreign investments.

External Links

http://www.hg.org/article.asp?id=32716

http://www.azer.com/aiweb/categories/magazine/24_folder/24_articles/24_business.html

http://www.doingbusiness.org/data/exploreeconomies/azerbaijan/starting-a-business

http://www.taxes.gov.az/

http://economy.gov.az/index.php?option=com_content&view=article&id=153&lang=en

Others

Liability to taxation is decided by the residency of companies or individuals, by the location of assets and source of income. Residents of Azerbaijan are liable to pay income tax on income earned within the territory of Azerbaijan and outside. Non-residents are liable only for Azerbaijan sourced income.

Azerbaijan has tax treaty agreements with 14 countries. Payments of some taxes in those countries, upon submission of confirmatory documents, are credited by the Azerbaijan tax authorities.

An individual is considered resident for the entire year if he/she is in Azerbaijan for 184 days of more in one calendar year.

According to the Tax Code of the Repu