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Registration of Branch and Subsidiary Company in Azerbaijan

May 20, 20223

Foreign company is the company registered and operating outside of the borders of Azerbaijan. They have the right to register their branch and representative office, as well as their subsidiary company in Azerbaijan. Registration of a branch and representative office of a foreign company, as well as a subsidiary company, is a very complex legal process. Therefore, the registration process requires legal knowledge as well as practical experience. We believe that this blog post will be useful in informing you about the registration of a foreign company branch and representative office, as well as a subsidiary company.

I. Branch of a Foreign Company and its registration in Azerbaijan.

A branch of a company is a separate unit of it performs all or part of the company’s functions, as well as representative functions. Thus, the company is free to determine the jurisdiction of its branch. The jurisdiction of branch of the company is reflected in the Statute. The Statute of the Branch is approved by the Company.

Both local and foreign companies have the right to register their branch in Azerbaijan. The registration process of branch of the company is regulated by the Civil Code of the Republic of Azerbaijan.  We have added the list of documents needed for branch registration in Azerbaijan in this blog post for you.

II. Representative office of foreign company and its registration in Azerbaijan.

The representative office of the company is its separate unit, representing the company and protecting its rights. The jurisdiction of Representative Office of the company is reflected in the Statute. The Statute of the Representatice Office is approved by the Company.

Both local and foreign companies have the right to register their Representative Office in Azerbaijan. The registration process of Representative Office of the company is regulated by the Civil Code of the Republic of Azerbaijan.  We have added the list of documents needed for Representative Office registration in Azerbaijan in this blog post for you.

But what is the difference between a branch of company and its Representative Office?

As we mentioned above, the branch has the right to fully or partially perform the functions of the company. It means, the branch of the company can be engaged in entrepreneurial activities like the company itself. Also, the branch of the company has the right to perform the functions of the representative office of the company. In contrast, the Representative Office simply represents the company and protects its rights. In short, the Representative Office of the Company, unlike a Branch, does not engage in entrepreneurial activity.

III. Subsidiary Company and its Registration in Azerbaijan.

A Subsidiary Company is a company that is owned or controlled by a parent or holding company. Usually, the parent company owns more than 50% of the subsidiary company. This gives the parent organization the controlling share of the subsidiary. If you are planning to register a subsidiary company in Azerbaijan, there are certain nuances that you should consider. The most important nuance here is that the number of founders of the company that wants to register a subsidiary company must be more than one. In addition, you must legalize the parent company’s founding documents accordingly. Finally, you should apply for the registration of the subsidiary by preparing the required constituent documents.

Please note that you can apply for the registration of a subsidiary company in Azerbaijan directly or through your representative.

IV. List of necessary documents for registration of Branch, Representative Office and Subsidiary Company of Foreign Company in Azerbaijan.

You must collect and apply the following documents for branch, representative office and Subsidiary company registration in Azerbaijan:

  1. Application for state registration of a Representative Office, Branch and Subsidiary of a Foreign Company;
  2. Information about the founding company;
  3. Statute approved by the foreign company or its authorized representative. The Articles of Association for Subsidiary Company registration (in 2 copies);
  4. Decision of the foreign company registering the representative office or branch, or subsidiary company;
  5. Decision of the foreign company registering the representative office, branch or Subsidiary Company on the appointment of the Director;
  6. Documents confirming the registration of a company that is the founder of a representative office, branch or Subsidiary Company;
  7. A document confirming the legal address of the representative office, branch or Subsidiary Company;
  8. Document confirming payment of state duty (receipt);
  9. Identity card of the applicant;
  10. Power of attorney (if the application is signed by the attorney) and etc.

Registration of a Branch, Representative Office and Subsidiary of a Foreign Company in Azerbaijan is a very complicated legal process. However, you can be sure that our lawyers will provide you with the necessary legal services related to the registration process. We recommend that you contact us regarding the registration of a foreign company’s branch, representative office and also subsidiary companies in Azerbaijan.

See also:

  1. ACON – Law and Investment, Doing Business in Azerbaijan – How to start a business in Azerbaijan: https://acon.az/doing-business-in-azerbaijan/
  2. ACON – Law and Investment, Company Registration in Azerbaijan – Points to pay attention: https://acon.az/company-registration/ (2022).

3 comments

  • Alexandr Piliphchuk

    December 19, 2022 at 1:22 pm

    Hello, first of all thank you very much for all the information mentioned. We are planning to register branch of our company in Azerbaijan. Will need your assistance. Do we have to take appointment for a meeting?

    Reply

    • ACON Consulting

      December 20, 2022 at 7:56 am

      Hello, would be glad to offer our legal services regarding registration of a branch of your company in Azerbaijan. Yes, please contact us for an appointment.

      Reply

  • Henrich Fischer

    December 21, 2022 at 6:31 am

    Hello, thank you very much for all the usefull infos. We are a firm based on Germany and planning to open a branch in Azerbaijan within 2-3 months. Can you help us with the legal process of getting licenses and permissions as well?

    Reply

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