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**REGISTRATION OF A FOREIGN COMPANY’S BRANCH ORREPRESENTATIVE OFFICE IN AZERBAIJAN**

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## Autumn 1999

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**By Seymour Khalilov, BISNIS Representative**

### U.S. Commercial Office, Baku, Azerbaijan

 

The registration department ofAzerbaijan’s Ministry of Justice (RDMJ) is responsible for registering allAzerbaijani legal entities, including those fully – or partly - owned byforeign companies. The Ministry of Justice has decentralized its registrationoffice and opened district offices. However, foreign companies will continue to submit their 

registration documentation to theMinistry's central office.

 

Note that consultation with acompetent attorney on the current status of registration requirements and anyrecent changes, is recommended.

 

Registration of a Foreign Legal Entity’s Company Branch orRepresentative Office

 

As of January, 1997, RDMJrequires the following documents for registration by a Foreign Legal Entity(FLE) of its company branch or representative office. Documents 1 through 6should be submitted in both English and Azerbaijani.  Documents 7-11 should be in Azerbaijani.

 

1)              A letter from the FLE signed byits president and its representative in Azerbaijan (head or manager of thebranch or representative office), applying for registration (one copy);

 

2)         Aletter stating the decision of the management board (board of directors) of theFLE stating its intention to open an office in Azerbaijan (two copies);

 

3)         A notarized power ofattorney issued by the FLE to the head/manager of the

company'sbranch or representative office in Azerbaijan (two copies);

 

4)              Two copies of the branch oroffice Manager or Head's identification document (passport) and photo;

 

5)         Twocopies of the charter document of the parent company and certificate of thecompany's registration.  Both setsof copies must be certified by the consular section of the Azerbaijani Embassyin the U.S.  Note:  The Certificate referred to is adocument that proves that the company is registered in a location in the U.S.and is eligible to operate and render certain services.  The equivalent in the U.S. would be theCharter/Articles of Incorporation signed and sealed by the Secretary of Stateor the Department of Taxation and Assessments of the State where the company isregistered to do business (as opposed to the State of Incorporation, althoughthey may be the same);  

 

6)         Bankstatement from the company's bank (one copy).  Note: the bank statement referred to, is a document from abank stating that the company (legal entity) is a client of that bank;

 

7)         Basic principles ofthe branch or representative office signed and

sealedby the Head of the legal entity in Azerbaijan (five copies);

 

8)            Receiptfor payment of the State Registration Fee - Azerbaijan Manat 825,000 for abranch and USD 2,000 for a representative office.  Payment should be made to the state budget fund at theNational Bank of Azerbaijan, Account 30100062, code 501004;

 

9)              Forms of the registeringcompany's seal and stamps (two copies);

 

10)          Identification code;

 

11)          A document certifying thecompany's legal address in Azerbaijan.

 

**Registration of wholly Foreign-Owned or Joint VentureCo.**

 

A company applying forregistration of a wholly foreign-owned or joint venture company must providedocumentation listed above in 1, 2, 5, 6, 8-11.  In addition, these companies should also submit *five notarized copies of the company'scharter approved by the founder (Chairman of the Board) of the company*.  If there are two or more entitiesestablishing a company*, then notarizedcopies of the minutes of the general meeting are required*.  For joint ventures, RDMJ also requires *two copies of the founding contract (nearestU.S. equivalent is articles of incorporation)*.

 

If there is any problem with acompany's submitted application materials, the RDMJ must issue a letter withinfive working days describing the problem. Otherwise, the application of the company goes directly to the board ofthe Ministry and should be approved at the next registration board meeting.  Following board approval, the Ministrywill issue a registration certificate.