Legal Challenges in Establishing Legal Entities for Citizens and Foreign Nationals
The process of registering a company in Azerbaijan may seem like a simple formality, but in practice, it involves a range of legal and administrative challenges, particularly for foreign nationals who may lack adequate legal awareness or experience. Initially, registering a company in Azerbaijan appears straightforward: an electronic application, a standard set of documents, and a waiting period. However, a single inaccuracy in the company’s charter can lead to registration rejection, and errors in the company’s structure may result in issues with the tax authorities and banks.
Through the services provided by our company, “EXPERT SM”, we have encountered such cases and recognized that clients prioritize a fast and risk-assessed registration system. The legislative framework of the Republic of Azerbaijan allows for the registration of various organizational-legal forms of business, including Limited Liability Companies (LLC) (məhdud məsuliyyətli cəmiyyət – MMC), joint-stock companies (JSC) (Səhmdar Cəmiyyəti – SC), individual entrepreneurs (Fərdi Sahibkar), and branches or representative offices of foreign companies (Xarici Şirkətin Filialı və ya Nümayəndəliyi).
The establishment of legal entities in Azerbaijan is governed by several normative-legal acts, including the Civil Code of the Republic of Azerbaijan, the Law “On State Registration of Legal Entities and State Registry,” as well as tax, labor, migration, and other related laws.
The company registration process in Azerbaijan can be divided into several key steps:
- Choosing a Company Name: A unique company name must be selected and verified for availability in the State Registry of Legal Entities to ensure it does not duplicate existing registered names.
- Selecting the Legal Form and Determining the Legal Address: At this stage, citizens or foreign nationals must choose the appropriate legal form of the organization based on the nature of the future business, considering legislative requirements for the minimum authorized capital and securing a legal address (rented premises or owned property).
- Authorized Capital Requirements: According to the Civil Code of Azerbaijan, there is no minimum authorized capital requirement for LLCs. For JSCs, the minimum authorized capital is set at 2,000 AZN (approximately 1,200 USD).
- Preparation of Constituent Documents: The charter is a critical constituent document that includes information about the legal basis of the company’s operations, its founders, the size of the authorized capital, and the rights and obligations of its members. Alongside the charter, documents verifying the personal details of founders and management, as well as the corporate address, must be prepared. For LLCs, a Charter (Nizamnamə) and a Founders’ Agreement (Təsis Müqaviləsi) are required if there are multiple founders. For JSCs, a Charter and a resolution on establishment are developed.
- Submitting the Registration Application: The prepared document package is submitted to the State Tax Service (Dövlət Vergi Xidməti) under the Ministry of Economy of Azerbaijan. The process typically takes 2-3 working days from the date of submission. Upon completion, the applicant receives a Taxpayer Identification Number (TIN), a registration certificate, and the company’s charter.
- Registration and Obtaining an Extract: After successful registration with the tax authority, the company is entered into the State Registry of Legal Entities, and an extract (Çıxarış) is issued to the applicant.
- Obtaining an Electronic Signature (E-imza) and Opening a Bank Account: To facilitate interactions with state authorities and conduct business operations, it is recommended to obtain an electronic signature. To carry out financial transactions, a bank account must be opened after registration.
- Registration with Statistical Authorities and Obtaining Licenses (if required): Upon successful registration with the tax authorities, the company is automatically registered with the state statistical authorities. Certain types of activities may require obtaining special licenses or permits as mandated by law.
Legal Challenges for Foreign Nationals
Foreign nationals face specific legal challenges when registering a company in Azerbaijan:
- Document Legalization: Foreign nationals must provide notarized and apostilled translations of documents. A common issue is the submission of translated but non-apostilled documents or powers of attorney lacking legal validity, which results in registration rejection.
- Legal Address Issues: The legal address must comply with legislative requirements (e.g., registration in residential premises is restricted). Using a nominal (formal) legal address can lead to registration rejection, refusal to open a bank account, or sanctions from tax authorities.
- Delays in Opening Bank Accounts: Foreign nationals frequently encounter difficulties when opening bank accounts due to:
– Banks requiring the physical presence of the director or founders, which may be challenging due to frequent travel
– Some banks’ reluctance to work with foreign nationals
– Requirements for providing a business plan, proof of the source of funds, and other documentation. - Tax and Investment Agreements: While Azerbaijan has entered into international treaties to prevent double taxation, careful analysis is required to optimize tax obligations. For instance, our company handled a case where a client faced issues during registration because the notary they consulted lacked the authority to issue powers of attorney. According to the law, such documents are submitted without verification, leading to registration rejection.
- Limited Access to Online Registration: Since 2012, Azerbaijan has implemented an electronic registration system for legal entities. However, foreign nationals cannot independently register online, as this service is available only to residents with a local electronic signature.
To mitigate risks and ensure successful business operations, foreign nationals are advised to engage local legal consulting firms, such as “EXPERT SM”. We assist clients in navigating the legal landscape, provide detailed guidance on international double taxation treaties and investment agreements with Azerbaijan, and inform them about fiscal incentives for foreign companies, particularly in sectors such as energy, IT, manufacturing, and logistics.
Legal Challenges for Citizens
Despite the introduction of a “single window” system, the registration process can face delays, and not all procedures can be completed online. Legal consultation and guidance from professionals can significantly expedite the process for citizens.
- Choosing the Legal Form and Capital Requirements: Determining the appropriate legal form and meeting authorized capital requirements can be complex. For example, while LLCs have no minimum capital requirement under the Civil Code, JSCs must have a minimum authorized capital of 2,000 AZN (approximately 1,200 USD).
- Obtaining a Taxpayer Identification Number (TIN): The TIN (VÖEN) is essential for conducting business, paying invoices, and entering contracts, as well as for paying profit tax, VAT, and other mandatory fees. Without a TIN, any commercial transaction is deemed illegal. After registering with the Registration Chamber, an application containing comprehensive company details, including its name, address, and founder information, must be submitted to the tax authorities. Foreign companies must also provide documentation confirming their legal status in their country of origin.
- Keeping Up with Legislative Changes: Citizens often lack the time or awareness to stay updated on legislative changes. For instance, in 2025, amendments to the Tax Code and the Law “On State Registration and State Registry of Legal Entities” reduced the period for submitting changes to the registry (e.g., updates to constituent documents, structure, or location) from 40 working days to 15 working days.
- Ultimate Beneficial Ownership (UBO) Law: The Law on Ultimate Beneficial Ownership, effective from May 15, 2025, requires disclosure of the individuals ultimately controlling a legal entity. This creates challenges for businesses with complex ownership structures or multiple levels of participation.
Services Provided by EXPERT SM
Our legal firm, “EXPERT SM”, offers a comprehensive range of services to support the registration of legal entities for both citizens and foreign investors. These services include document preparation, representation, and interaction with banks and state authorities. We help optimize clients’ business processes and conduct legal audits. Our operations adhere to international ISO 9001 standards, ensuring high-quality management systems. We utilize an internationally recognized CRM system to enhance the efficiency of processing client requests and delivering top-tier legal services.