Overview of Business Registration - FChain

State registration of a business is a mandatory legal step for any organization or individual entrepreneur intending to conduct commercial activities in Azerbaijan. Foreign individuals and legal entities enjoy the same registration rights as local residents.

When establishing a business in Azerbaijan, you may choose one of two primary structures:

1. Legal Entity (Company): Suitable for companies, branches, or subsidiaries.
2. Individual Entrepreneur: Ideal for individuals who wish to conduct business without forming a separate legal entity.

This document provides a detailed overview of the requirements and steps for registering a company in Azerbaijan, as well as information about Financial Chain Corporation’s legal support services.

1. Limited Liability Company (LLC) Registration

An LLC is the most common form of business organization in Azerbaijan. Key advantages include:

• Limited Liability: Founders are not personally liable for the company’s obligations.
• Flexible Capital Requirements: There is no minimum charter capital mandated by law.
• Founders: Can be established by one or more founders, whether individuals or legal entities.

Required Documents for LLC Registration

• Completed registration application
• Company charter (articles of association)
• Founders’ resolution to establish the LLC
• Copies of founders’ and director’s identity documents (e.g., passports)
• Power of attorney (if a representative is submitting on behalf of a founder)
• Receipts for payment of state fees and any required charter capital deposit

2. Joint-Stock Company (JSC) Registration

Joint-stock companies are typically chosen by larger enterprises. There are two types:

• Open Joint-Stock Company (OJSC): Shares may be freely traded on the market.
• Closed Joint-Stock Company (CJSC): Shares are held by a limited group of shareholders.

Key Requirements for JSC Registration

• Charter Capital: Minimum of AZN 2,000.
• Founders: At least two founders are required.

Required Documents for JSC Registration

• Completed registration application
• Company charter
• Founders’ resolution to establish the JSC
• Proof of payment of charter capital
• Copies of founders’ and director’s identity documents
• Powers of attorney or other supporting documents, if applicable

3. Subsidiary Registration

A subsidiary is a separate legal entity established by a parent (mother) company under its control. Registration follows standard procedures, with the following additional requirements:

• Legalized Parent Company Documents: Certified certificate of incorporation for the parent company (apostilled or otherwise legalized).
• Parent Company Resolutions and Powers of Attorney: Documents authorizing the establishment of the subsidiary.
• Subsidiary Charter: Drafted specifically for the new entity.

All other required documents mirror those for LLC or JSC registration, depending on the chosen structure for the subsidiary.

4. Step-by-Step Registration Process

1. Select Legal Form
   Choose the appropriate structure: LLC, Open JSC, Closed JSC, or subsidiary.
2. Prepare Documentation
   Gather all required documents in Azerbaijani, including the company charter, applications, and founder resolutions.
3. Establish Charter Capital
   Deposit funds into a bank account and obtain confirmation of payment.
4. Submit Registration Package
   File the complete application with the State Tax Service. Registration typically takes 2–3 business days, after which you receive:
   • Taxpayer Identification Number (TIN)
   • Certificate of State Registration
   • Company charter (stamped).
5. Obtain Licenses and Permits
   If your business activity requires special licenses or permits, apply for them following registration.

5. Legal Support from Financial Chain Corporation

Financial Chain Corporation offers a comprehensive range of services for both remote and on-site company registration in Azerbaijan:

• Preparation and submission of incorporation documents
• Legalization and translation of foreign documents
• Assistance with drafting and notarizing powers of attorney
• Opening corporate bank accounts
• Guidance on licensing requirements and tax incentives
• Post-registration support, including bookkeeping and accounting services

Contact us to receive professional assistance and ensure a smooth start for your business in Azerbaijan.