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METHODIC STUDY GUIDE ON ISSUES RELATED TO THE REGISTRATION OF LEGAL ENTITIES

KERMUR

Agencies Registering Legal Entities

“Kermur” Specialized Bureau of Advocates with high legal assistance opportunities began functioning in law assistance market of the Republic of Azerbaijan from 2006.
The key objective of our Bureau is to defend all interests, including economical interests of clients applying to us.

The Bureau has rich experience in acceptance of immovable property to commissioning, tax, compensation of inflicted damages, claim on property, ensuring making of unpaid debts, and settlement of difficult economical disputes occurring in other spheres.

 

F.A.Q.

Question #1-1. What does corporate common property of spouses mean?

Question #2 - 2. What differs the stopping of the flow of claim period from cassation of this period?

Question #3- 3. What are principles for determination of guardianship and patronage?

For Your Information

Methodic Study Guide On Issues Related To The Registration
Of Legal Entities.

 

 

Registration of commercial and non-commercial legal entities is realized by the Ministry of Taxes of Azerbaijan Republic. Ministry of Taxes of Azerbaijan Republic realizes registration of entities of higher and secondary education, political parties, funds, banks, insurance companies, public organizations, professional, sectoral and territorial associations of the trade unions, commercial legal entities with foreign investment and representations and branches of the foreign legal entities.

Types of Legal Entities

Legal entities can be organizations seeking to get profit as a primary goal of their activity (commercial legal entity persons) or can be organizations not seeking to get profit as a primary goal of their activity and not distributing obtained profit among participants. (non-commercial legal entity persons)

Commercial legal entities can be formed as general (unlimited) partnership, special partnership, limited liability company, superadded liability company, cooperatives or joint stock companies. Non-commercial legal entities can be formed as public unions, funds, associations of legal entities, and the other forms envisaged by the legislation.

Registration of Commercial Legal Entities with Local Investments

To register Commercial Legal Entities with Local Investments, Application for State Registration of Commercial Legal Person shall be submitted to a related tax body. The application is signed by the founder(s) or the properly authorized representative and notary-certified. .

The application includes:

In case the founder (or founders) is natural person- his or her (their) name, surname, patronymic, residence, number and issuance date of the document certifying identity

In case the founder (or founders) is legal entity- its (their) name, residence and registration number

In case an authorized person signs the application- his or her name, surname, patronymic, residence, number and issuance date of the document certifying identity and information about the power of attorney

The following documents are added to the application:

Statute approved by the founder (or founders) of the entity interested in becoming legal entity or by his or her (or their) authorized representative

Decision signed by the founder (or founders) about formation of the entity and approval of the statute

Document certifying payment of the state fee

In case founder is legal entity- notarially attested copy of its registration certificate (extract from the state register) and notarially attested copy of its statute

Citizenship, name, surname, patronymic, residence of the authorized representative possessing executive and management powers

Document certifying legal address of the entity interested in becoming legal entity

Document certifying payment of the authorized capital (bank receipt, mortgage and other documents) in case of foundation of limited liability companies, joint stock companies, banks or insurance companies.

And other documents required by the legislation.

Registration of Representations or Branches of Foreign Legal Entities

To register Representations or Branches of Foreign Legal Entities, Application for State Registration of Commercial Legal Person shall be submitted to a related tax body. The application is signed by the founder(s) or the properly authorized representative and notary-certified.

The application includes the followings:

Name, legal address and registration number of the foreign legal entity.

In case an authorized person signs the application- name, surname, patronymic, residence, number and issuance date of the document certifying identity, and information about power of attorney

The following documents are added to the application:

Regulations of the branch or representation approved by the founder or by an authorized representative (the regulation includes name, legal address, number and date of registration of the foreign legal entity establishing the representation or the branch, and duties and rights, management and liquidation procedures of the representation or the branch, and other issues perceived as necessary)

Original or notarially certified copy of the decision of the foreign legal entity about formation of the representation or the branch and the appointment of the management of it

Notarially attested copy of the document certifying registration of the legal entity which is the founder of the representation or the branch- extract from the trade register (registration certificate and etc.) and the statute. In addition, the document is legalized through the procedure, determined by the legislation, by the diplomatic corps of Azerbaijan Republic in the state where the legal entity is situated or by the diplomatic corps of another state representing interests of Azerbaijan Republic in the certain state (in case of absence of these diplomatic entities- as an exception- by the Consulate of the Ministry of Foreign Affairs of Azerbaijan Republic).

Power of attorney (or notarially certified copy of it) given by the foreign legal entity to the representatives

Document certifying payment of the state fee

Document about legal address of the representation or the branch

Other documents required by the legislation.

Foreign-Invested Commercial Legal Persons

To register foreign-invested commercial legal persons, Application for State Registration of Commercial Legal Person shall be submitted to a related tax body. The application is signed by the founder(s) or the properly authorized representative and notary-certified.

The following are attached to the application:

-Charter approved by the founder(s) of the entity to become a legal person or by the authorized agent (2 copies);

-the founder's (founders') resolution signed to establish the entity to become a legal person and approve Charter;

-Addendum to Application for State Registration of Commercial Legal Person on the founders' details; If established by natural and legal persons, two forms are separately filled in. If passport details of the natural-person founder are not confirmed by the Ministry of Internal Affairs' database related, attaching ID-copies to the application may be required;

- if the founder is a foreign legal person, the notary-certified copy of documents to confirm the foreign registration of this legal person: a certificate of registration (registry extract) or Charter. In this case, the document should be properly legalized by the Republic of Azerbaijan's diplomatic mission to the legal person's country or by another foreign mission representing the Republic of Azerbaijan in that country (if not available, by the Consulate Office of the Republic of Azerbaijan's Ministry for Foreign Affairs as an exceptional case);

-if the founder is a foreign or no-citizenship person, a properly legalized document to confirm his/her economic activity in any country;

- if the supervisory board has been elected by the submission date of the state registration application to the tax body, data on its members are provided with the according addendum of Application for State Registration of Commercial Legal Person. If the members' passport details are not confirmed by the Ministry of Internal Affairs' database related, attaching ID-copies to the application may be required;

a copy of the resolution by the founders to appoint a legal representative or chief, authorized for executive and administrative powers (if the representative's passport details are not confirmed by the Ministry of Internal Affairs' database related, attaching ID-copies to the application may be required);

-the document to confirm the address of the entity to be a legal person;

-a document to confirm paying the charter capital in case of establishing a limited liability company, joint-stock company, bank or an insurance company (bank receipt, real-estate mortgage, etc.);

- if the entity to be a legal person is going to act under the special tax regime, the related data is provided with the according addendum to Application for State Registration of Commercial Legal Person;

- if signed by the founder's (founders') proper agent, the letter of attorney is provided with the application.

It is prohibited to require other documents not stipulated by the legislation.

Documents required to register foreign-invested commercial legal persons are also added to the application when establishing joint commercial ventures.

To establish banks, insurance companies, higher and secondary schools, the document to certify initial agreement by a related body on respective actions is also required.

Cases Excluding Legalization of the Documents

On the basis of the law of Azerbaijan Republic dated 05.03.2004 (March 5th) Azerbaijan has become member of "The Convention Excluding Requirement on the Legalization of Official Foreign Documents," signed on 05.10.1961 (October 5th) in the city of Hague. On the basis of the Convention, requirements on the legalization of the documents are not maintained in the participant states.

Legalization of the documents of the states signed agreement about legal assistance with Azerbaijan Republic is not required either. (Russian Federation, Turkey, the Ukraine and other states)

The foreigners or stateless persons obtained the right to permanently reside in Azerbaijan Republic have the same rights as the citizens of Azerbaijan Republic.

Authorized Capital of the Commercial Legal Entities

Minimal amount of the authorized capital for special partnership, general (unlimited) partnership, limited liability company, superadded liability company, cooperative is not fixed. Minimal amount of the authorized capital for close joint-stock companies is set as 2000 AZN, for open joint-stock companies as 4000 AZN.

Minimal amount of the authorized capital for re-established insurance companies constitutes 1.000.000 AZN, for reinsurance companies 2.000.000 AZN, and for banks 5.000.000 AZN. Minimal amount of the authorized capital for credit associations constitutes 4000 AZN.

Minimal amount of the authorized capital for the credit associations formed in the mountainous or high-mountainous areas with regard to the Project of "Development of Mountainous and High-mountainous Areas" constitutes 500 AZN.

State Fee 

Amount of the state fee for the registration of the banks, stock exchanges, insurance companies, representations and branches of foreign legal entities constitutes 220 AZN, for the registration of legal entities involved in agricultural business- 5,5 AZN (5 AZN 50 Kopeck), for the registration of all other legal entities- 11 AZN.

The state fee can be transferred into the following account of the General Treasury in the Kapital Bank:

Account- 32050019443301264103

 

 


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