Guidelines for the Establishment and Liquidation of Branches and Representative Offices of Legal Entities in the Republic of Azerbaijan

2025-06-11

Branch — a separate subdivision that operates outside the location of a legal entity and performs all or part of its functions, including representative functions. Representative Office — a separate subdivision that operates outside the location of a legal entity and represents and defends the interests of the legal entity. Representative offices and branches are not legal entities and operate in accordance with the statutes approved by the legal entity. The heads of representative offices and branches are appointed by the legal entity and act based on its power of attorney. Branches and representative offices cannot be legal entities for the following reasons: They are part of a whole enterprise; They cannot be independent subjects of civil legal relations; They cannot directly acquire and perform legal duties and obligations. The main difference between a branch and a representative office is that a branch has more functions. A branch performs many functions of the legal entity, including representative functions. A representative office cannot engage in activities that generate income directly but may have the authority to sign contracts. The creation of a branch or representative office of a legal entity occurs in two ways: When establishing the legal entity, as provided in the Charter; Subsequently, by amending the legal entity's Charter. The procedures for state registration and deregistration of a foreign legal entity’s representative office or branch are regulated by the Law of the Republic of Azerbaijan "On State Registration and State Registry of Legal Entities." To register a foreign legal entity’s representative office or branch, the following documents must be submitted with the application: Constitutive documents of the foreign legal entity; Document confirming payment of state fee; Notarized copy of the certificate of state registration of the founding legal entity (extract from the state register) and its charter; Copy of the identity document of the legal representative; Statute approved by the foreign legal entity or its authorized representative establishing the representative office or branch (must specify the name, location, registration number, registration date of the foreign legal entity that established it, the rights and duties of the representative office or branch, procedures for management and liquidation, and other matters deemed necessary by the founder); Decision of the foreign legal entity establishing the representative office or branch; Document confirming the registration of the legal entity establishing it — extract from the commercial register (registration certificate, etc.). These documents must be apostilled or legalized; Original or notarized copy of the power of attorney issued by the foreign legal entity establishing the representative office or branch. These documents must be apostilled or legalized; Original or notarized copy of the decision of the foreign legal entity establishing the representative office or branch regarding its appointment of the head. These documents must be apostilled or legalized. The registration of a foreign legal entity’s representative office or branch, and the inclusion of a legal entity registered in Azerbaijan into the State Register of legal entities, may be refused only in the following cases: If the documents submitted to the State Tax Service of Azerbaijan contradict the Constitution of the Republic of Azerbaijan, the Law "On State Registration and State Registry of Legal Entities," and other legislative acts; If the protection of company names' rights is violated or if an unincorporated organization with the same name has already been registered; If deficiencies found in the founding documents by the State Tax Service are not rectified within 20 days. When a foreign legal entity’s representative office or branch is dissolved in accordance with legislation, and the liquidation procedures are completed, an application must be submitted to the State Tax Service of Azerbaijan for removal from the registry. The application should include: Liquidation decision; Balance sheet or tax declaration approved by the State Tax Service of Azerbaijan; Results of the latest tax inspection by the State Tax Service; Original and seal of the certificate of state registration and the charter of the entity; Document confirming publication of the dissolution notice in the press; If the legal entity is dissolved through reorganization, a copy of the act of delivery or balance sheet, excluding the balance sheet or tax declaration, and the latest tax inspection results; Other documents as provided by legislation. The application must be signed by the founders or authorized members of the liquidation commission and submitted together with a copy. After the necessary documents are submitted, the Ministry of Taxes of the Republic of Azerbaijan reviews their compliance with legal requirements. If no deficiencies are found, the Ministry shall make a decision to remove the entity from the register within 7 days from the date of receipt of the application.