When founders apply to the registration authority to establish a commercial legal entity, they choose a name for their company. This name is used to present their products and services in the market and is included in reports and tax payments. A Limited Liability Company (LLC) operates under its registered name in all transactions. However, there are situations where changing the company’s name becomes necessary.
The name of a commercial legal entity may be changed for various reasons, such as a change in ownership, a shift in business activity, or simply the founder’s desire to make the company name more attractive.
So how does this process work? What are the procedures for changing company information, including the name? What steps should be taken after the change is registered? To answer these and other questions, our colleague Aynur spoke with Ramin Ramazanov. Below is the interview on changing a company’s name.
The name of a legal entity usually includes its organizational and legal form along with its chosen name. This helps distinguish it from competitors. For example, your company is registered as “ACCOUNTING.AZ” Limited Liability Company, meaning you selected LLC as your legal form. It is a good name choice because it clearly reflects your field of activity.
It is important to note that a company name often becomes part of its brand identity and helps position it in the market. With the right approach, it can create a positive image. For this reason, changing the name of a legal entity, including an LLC, is possible at a certain stage.
When establishing a company, an entrepreneur must consider several legal requirements, one of which is the company name. Both the selection of the name and the procedure for changing it later are regulated by legal acts.
According to Article 50.1 of the Civil Code, a legal entity must have a name indicating its organizational and legal form. Article 50.2 states that a commercial legal entity must have a trade name. This name is defined in the company’s charter and registered in the State Register of Legal Entities. The process of changing a company’s name and re-registration is carried out in accordance with the Law on State Registration and State Register of Legal Entities.
Entrepreneurs must also consider Article 50.3 of the Civil Code when choosing or changing a company name. It states that no one may acquire rights or obligations under another legal entity’s name. Using a registered name unlawfully may lead to legal disputes and financial losses.
This can be done easily through the online portal of the State Tax Service under the Ministry of Economy of Azerbaijan. Before starting the name change process, users can access the “Information Search System” and select “Legal Name Check.” There are two options:
Entrepreneurs can use this service to verify the availability of a new name.
The procedure is the same as for any commercial legal entity. To change the company name, the following steps are required:
After that, several internal organizational steps should be completed.
Yes. If the LLC has more than one founder, a general meeting of participants must be held to approve the name change. For the meeting to be valid, participants holding more than 50 percent of the shares must be present, as stated in the Civil Code. The updated version of the charter is approved at the meeting, and a protocol is prepared to record the decisions.
If the LLC has a single founder, a written decision is prepared, usually titled something like: “Decision No. X of the sole participant of AAA LLC on changing the company name.”
It is possible, but usually not required. In most cases, a change sheet is sufficient. This sheet is then attached to the existing charter after registration.
The change sheet typically states that a specific clause of the charter is presented in a new version, followed by the updated company name.
Yes, this is mandatory. According to the Law on State Registration and State Register of Legal Entities, any change to the founding documents must be registered. The application must be submitted to the relevant tax authority within 40 days from the date of the change.
The application is submitted using the form “Application for State Registration of a Commercial Entity,” indicating that it is for amendments. The new company name and taxpayer identification number are included. Supporting documents such as the decision or protocol, the current registration certificate, the company seal, and the amendment to the charter must also be submitted.
If the documents meet legal requirements, the tax authority registers the change and issues an updated registration certificate and an extract from the register.
Yes, it is possible to complete the process electronically without visiting the tax office. An online application form is filled out through the Internet Tax Office portal. Scanned copies of supporting documents are attached and certified with an electronic signature.
If there are no grounds for refusal, the change is registered. The process usually takes up to three working days. Once completed, the updated documents, including the extract from the register and amended charter, are sent to the company’s electronic account.
After the name change is registered, several documents must be updated:
Additional organizational updates may also be required, such as:
Participants can decide to change the company name at any time. A general meeting is held, and the decision is formally documented. The application is submitted to the tax authority, which reviews it within a few days.
After registration, partners, employees, and the servicing bank should be informed about the change.
Thank you, Mr. Ramin.
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