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Registration of a branch of a foreign legal entity in Azerbaijan: required documents and registration procedure
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I. Introduction
This article discusses the registration of a branch of a foreign legal entity in the Republic of Azerbaijan.
First, let us consider the concept of a branch of a legal entity (hereinafter referred to as the “Branch”).
According to Article 53.2 of the Civil Code of the Republic of Azerbaijan, a branch is a separate subdivision of a legal entity located outside its principal place of business and carrying out all or part of its functions, including representative functions.
Pursuant to Article 53.3 of the Civil Code, representative offices and branches are not legal entities. They operate on the basis of regulations approved by the legal entity that established them. The heads of representative offices and branches are appointed by the legal entity and act under a power of attorney issued by it.
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II. Applicable legislation and registration authority
The registration of a branch is governed by the following legislation:
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- The Civil Code of the Republic of Azerbaijan;
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- The Law of the Republic of Azerbaijan on State Registration and State Register of Legal Entities;
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- The Law of the Republic of Azerbaijan on State Duty.
The state registration of a branch is carried out by the State Tax Service of the Republic of Azerbaijan.
In accordance with the legislation, provided that all submitted documents are complete and duly executed, the state registration of a branch is completed within two business days.
Under Article 20.1 of the Law on State Duty, the state duty for the registration of representative offices and branches of foreign legal entities is AZN 300.
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III. Documents required for branch registration
A notarized application must be submitted together with the following documents:
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- A decision of the foreign legal entity on the establishment of the branch or representative office, the appointment of its head, and the approval of its regulations (together with a copy of the head’s identification document);
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- The regulations of the branch approved by the foreign legal entity or its authorized representative (in two copies);
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- Documents confirming the registration of the foreign founding legal entity (certificate of registration, extract from the commercial register, etc.), duly legalized or apostilled in accordance with applicable legislation;
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- A power of attorney issued to the head for the management of the branch or representative office, duly legalized or apostilled;
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- A document confirming payment of the state duty;
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- If the application is submitted through a representative, a power of attorney and a copy of the representative’s identification document;
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- Relevant information if the branch or representative office intends to apply a special tax regime.
Note: Official documents issued in a foreign country must, prior to their use in the Republic of Azerbaijan, be legalized or certified with an apostille, taking into account the applicable international treaties.
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IV. Conclusion
If you are planning to register a branch or representative office of a foreign legal entity in the Republic of Azerbaijan and require professional legal support, you may contact Ironwood Consulting. Our team is ready to provide comprehensive assistance at every stage of the process, from the preparation and legalization of documents to state registration and ongoing corporate legal support.
