The present Law establishes legal and organization basis for state registration of legal entities, branches and representations of foreign legal entities formed in Azerbaijan, irrespective of their organization-legal form, form of property and subordination.

State registration of legal entities, branches and representations of foreign legal entities consists in granting status of legal entity to legal entities, issue of certificates of state registration to said legal entities, branches and representations of foreign legal entities.

In Azerbaijan Republic state registration of legal entities, branches and representations of foreign legal entities is accomplished according to Civil Code of the Azerbaijan Republic, the present Law, Laws of the Azerbaijan Republic «On enterprises», «On joint stock companies», other legislative acts and international treaties of the Azerbaijan Republic.

Single state registration of legal entities, branches and representations of foreign legal entities in the Azerbaijan Republic is implemented by the bodies of justice as specified by the present Law.

State registration bodies implement the following tasks:

• take decisions concerning state registration of legal entities, branches and representations of foreign legal entities;
• take decisions about refusal in state registration of legal entities, branches and representations of foreign legal entities in cases, specified in the Law;
• inform respective state bodies about implementation of state registration or liquidation of legal entities, branches and representations of foreign legal entities in cases specified in the Law.

State registration bodies are legal entities. They have a seal with image of National Emblem of the Azerbaijan Republic and its name and are financed from the budget.

To implement state registration of legal entities, branches and representations of foreign legal entities, application should be sent to respective state registration body. Application must be signed by the founder (one of the founders) or by the authorized person (persons) in an established order.

The following documents are enclosed with the application for state registration:

• By-laws of legal entity (terms of reference of legal entity);
• decision about establishment of legal entity, or foundation agreement, except individual (family) enterprises;
• receipt confirming payment of state registration duty;
• document with legal address of the founder (if the founder is physical person – his postal address).

If a founder (on of the founders) is physical person his foundation agreement must be certified by the notary.

Other documents for registration of legal entities not specified in the present Article are enclosed with the application only when they are connected with establishment of legal entity and their presentation is required according to applicable legislation of the Azerbaijan Republic.

State registration body, having received application for state registration of legal entity, branch and representation of foreign legal entity:

• accepts documents for consideration;
• within 10 days issues certificate of state registration or written notice with refusal in registration to the person who applied for state registration;
• accepts for investigation documents waiting for state registration after elimination of existing faults and within 5 days makes decision about state registration.

To carry out state registration of legal entities with foreign investments, in addition to documents specified in Articles 7 and 8 of the present Law the following documents are presented:

if foreign founder is legal entity – extract from trade register certified in an established order in the Consulate of the Azerbaijan Republic in the country of residence of foreign founder or in the Consulate of another country representing interests of the Azerbaijan Republic in the country of residence of foreign founder (whenever there are no Consulates, as an exception, in respective state body of the Azerbaijan Republic);

if foreign founder is physical person – identification card and document giving the right to carry out business activity certified in an established order in the Consulate of the Azerbaijan Republic in the country of citizenship or permanent residence of foreign founder, or in the Consulate of another country representing interests of the Azerbaijan Republic in the country of citizenship or permanent residence of foreign founder (whenever there are no Consulates, as an exception, in respective state body of the Azerbaijan Republic);

To carry out state registration of branches and representations of foreign legal entities, in addition to application signed by the Head of legal entity, the following documents are presented:

• decision of legal entity about establishment of branch or representation (except individual/family/enterprises);
• By-laws of legal entity certified as required by legislation;
• Regulation on branch or representation;
• receipt about payment of state registration duty.

Legal entities, branches and representations of foreign legal entities can obtain licenses for implementation of activity requiring special permit (license) according to the Law of the Azerbaijan Republic «On business activity» only after they have been registered.

Legal entities, branches and representations of foreign legal entities which have been officially registered are assigned identification code in state statistical body, and are included into State Register Book under specific number.

All documents presented for state registration are kept in files under respective number.

State registration body issues to legal entity, branch or representation of foreign legal entity certificates confirming that they have passed state registration (Supplement № 1 to the present Law).

Certificate of state registration is the major document for fabrication of seals, stamps, company’ paper forms and trade logos of legal entities, branches and representations of foreign legal entities, opening bank accounts, and also registration with tax authorities.

Refusal in state registration of legal entities, branches and representations of foreign legal entities is possible due to violation of legal procedure when establishing legal entities, branches and representations of foreign legal entities, or inconformity of their partnership documents with legislation.

Refusal in state registration of legal entities, branches and representations of foreign legal entities referring to lack of potential is not permitted.

Once a month state registration bodies inform bodies, who carry out statistical, taxation, cadastre and other registers about state registration of legal entities, branches and representations of foreign legal entities.

According to legislation of the Azerbaijan Republic of legal entities, branches and representations of foreign legal entities constitutes a basis for their exclusion from State registration book.

Legal entities, branches and representations of foreign legal entities whenever their organization-legal form changes, or in other cases envisaged by legislation, within 10 days must be re-registered in state registration bodies.

Exclusion of legal entities, branches and representations of foreign legal entities from the Book of state registration consists in return of certificates of state registration to these entities, liquidation of state registration number, exclusion from the State Register of the Azerbaijan Republic, notification of respective bodies about cancellation of registration.

State registration body excludes legal entities, branches and representations of foreign legal entities from the Book of State registration within 5 days after respective decision of the owner(s) of property or authorized body or respective decision of law court about liquidation of legal entity, branch and representation of foreign legal entity.

State registration bodies, in cases and in an order specified by the law, inform respective bodies about liquidation of legal entities, branches and representations of foreign legal entities.

Illegal acts and decisions of state registration bodies might be appealed against in an order specified by legislation of the Azerbaijan Republic.

Officials and citizens are responsible for violation of the present Law according to legislation of the Azerbaijan Republic.

Before the present Law becomes valid, registration documents of legal entities, branches and representations of foreign legal entities which have been officially registered in other bodies, are sent to respective bodies of justice and are registered in these bodies.