Registration of Foreign-Invested LLCs in Azerbaijan

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The Importance of Foreign Investment

Foreign investment plays an important role in Azerbaijan’s economic growth and attracts new capital to the country. The establishment of foreign-invested companies, especially limited liability companies (LLCs), creates valuable opportunities for both Azerbaijan and international investors.

Simplifying the company registration process makes Azerbaijan a more attractive investment destination. Registering a foreign-invested company brings new financial resources into the country and contributes to:

• increasing investment across different sectors of the economy;
• supporting business development;
• creating new employment opportunities.

Company registration in Azerbaijan is regulated by the Law of the Republic of Azerbaijan “On State Registration and State Register of Legal Entities.” The same legal requirements apply to foreign-invested LLCs.

Establishing a Foreign-Invested LLC

To register a foreign-invested company, an application must be submitted to the State Tax Service under the Ministry of Economy of the Republic of Azerbaijan.

Before registration, several legal steps must be completed. First, the LLC must be established and its Charter must be prepared, as required by Article 45.1 of the Civil Code of Azerbaijan. One or more individuals or legal entities may act as founders.

The Charter is approved at the founders’ meeting, signed by the founders, and submitted to the registration authority.

In general, the procedure for registering a company in Azerbaijan is almost the same for both local and foreign investors.

The main steps include:

• holding the founders’ meeting and preparing the Founders’ Agreement (or a Founder’s Decision if there is only one founder);
• determining the amount and payment method of the charter capital;
• preparing the Charter;
• approving the company’s management structure;
• preparing the registration documents;
• submitting the registration application.

These steps are explained in more detail in our article “How to Register an LLC in Azerbaijan.” The same process applies to foreign-invested LLCs.

Documents Required for Registration

Foreign-invested legal entities must submit a standard application form to the authorized registration authority.

The application should include:

• information about individual founders, including full name, residential address, passport details, and issue date;
• if submitted by an authorized representative, details of the power of attorney;
• information about corporate founders, including company name, registered address, and registration number;
• any additional information required by the standard application form.

The application must be notarized.

Today, company registration and tax registration are completed simultaneously by the State Tax Service under the Ministry of Economy.

Documents Attached to the Application

The following documents must accompany the application:

• incorporation documents;
• documents relating to the founders;
• other supporting documents.

Incorporation Documents

These documents are prepared during the establishment of the company and include:

• two signed copies of the Charter approved by the founders or their legal representative;
• the founders’ resolution approving the establishment of the LLC;
• resolutions approving the Charter and appointing the company’s management bodies.

The incorporation documents must comply with the Civil Code of Azerbaijan and be signed by all founders or their authorized representatives.

Documents Related to the Founders

These documents verify the identity and legal status of the founders and help ensure compliance with legal and tax regulations.

For individual founders:

• personal information;
• copies of passports or other identity documents for foreign nationals or stateless persons.

For corporate founders:

• company details;
• notarized copies of the certificate of incorporation (or extract from the commercial register) and the Charter;
• legalized extracts from the commercial register or equivalent registration documents issued in the founder’s home country.

Other Required Documents

Additional documents include:

• proof of payment of the state registration fee;
• a copy of the legal representative’s identity document;
• a properly legalized power of attorney for the authorized representative;
• proof of payment of the charter capital where required by law.

If the company is established through reorganization, the following documents must also be submitted:

• the decision on reorganization;
• the transfer act or division balance sheet;
• evidence that the required public notice has been published.

Registration Procedure

The registration process for a foreign-invested LLC is almost identical to that of other commercial legal entities.

Registration is carried out under the “One-Stop Shop” system by the State Tax Service, which completes both state registration and tax registration at the same time.

Documents may also be submitted through ASAN Service Centers. These centers only accept applications and documents. The review of documents, registration process, and final approval are handled by the relevant departments of the State Tax Service.

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