Company Registration in Azerbaijan. Establishing a Limited Liability Company (LLC). Service offer

To register a limited liability company (LLC) in Azerbaijan, it is necessary to have at least 1 director and 1 shareholder. This type of company allows 100% foreign participation. The director and founder can be either an individual or a legal entity.

A director who is a foreign individual must hold a residence permit or a work permit in Azerbaijan.

The liability of shareholders is limited to their contribution to the authorized capital. However, there are no statutory requirements for the size or payment of the authorized capital. The authorized capital can be paid in within a year either in cash to the company’s account or in kind (with assets).

Every company in Azerbaijan is required to have a registered office (legal address) in the country of registration. There is no requirement to have a physical office, but this is preferable for the further operation of a company with foreign directors and members.

Banks may consider this factor when opening accounts. Also, having a physical office is one of the conditions for obtaining a residence permit by the company director.

Information required for the registration of a new company or purchase of a ready-made company:

• for the registration of a new company: several company names to be checked (the check of the proposed company name for registration takes from 1 day);
• notarized and apostilled copies of passports and proof of address of the directors / founders (for applicants from the CIS states, notarization is sufficient and no apostille is required);
• notarized power of attorney for a representative in Azerbaijan authorizing him/her to freely interact with government authorities and the bank;
• detailed description of the company’s activities;
• geography of business;
• occupation of directors / shareholders / attorneys / beneficial owners;
• source of funds for doing business;
• identity verification during a visit to our company’s office or via a video call.

In case the member of a new company is a legal entity, it is also necessary to provide notarized and apostilled copies of corporate documents and documents of all members of the applicant company. Depending on the country of incorporation of that legal entity, our specialists will help make the exact list of documents.

If any of the above documents are not available, a new list will be agreed separately with your GSL consultant.

Company registration in Azerbaijan requires the director to be personally present to submit the application.

However, it is still possible to set up a company and open a bank account remotely if a power of attorney for these actions is issued to our representative in Azerbaijan.

The procedure of establishing a limited liability company in Azerbaijan includes the following steps:

1. Undergoing a compliance check before the registration of a company.
2. Choosing and reserving a company name.
3. Choosing an office and determining the registered office address of the company.
4. Preparation and signing of the application form for LLC establishment. The form is provided by the Ministry of Taxes (registration authority for legal entities in Azerbaijan).
5. Preparation of the company’s constitutive documents: articles, shareholders’ resolution to establish an LLC and appoint a legal representative.
6. Payment of the government fee for company registration.
7. Registration of the company for taxes, including VAT, and registration for payment of social security contributions.
8. Opening an account at a bank in Azerbaijan.

Registration of a company takes 7 working days.

Taking into account the preliminary work required for translation and notarization of documents, as well as the making of a power of attorney for representatives in Azerbaijan, our recommendation is to allow for 2 – 3 weeks in total.

Compliance fee is payable in the cases of incorporation of a company, renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder.

The corporate income tax rate for an LLC registered in Azerbaijan is 20%. The country does not have any preferential tax rates.

VAT registration is mandatory for all companies if their turnover exceeds USD 117 000 (AZN 200 000) from the start of the calendar year. The standard VAT rate is 18%.

All companies registered in Azerbaijan must keep accounting records and submit financial statements. Financial statements are submitted quarterly. VAT returns are prepared and submitted every month.

[1] The fees are valid as of July 2024. The fees do not include 20% VAT. A full calculation can be made after a precise order is placed and all options required for registering a company in each case are assessed.