How is company registration conducted?
- 2024-09-30
Mədinə Əliyeva
Regulatory documents:
The procedure for the liquidation of legal entities (commercial and public) is regulated by the Civil Code and the Tax Code of the Republic of Azerbaijan, the Law “On State Registration and State Registry of Legal Entities,” and the “Rules on the Liquidation of State Registration and Tax Accounting of Commercial Legal Entities in Tax Authorities.”
Tax authority receiving the application:
According to the territorial principle – the State Tax Service of the Nakhchivan Autonomous Republic’s Department of State Registration of Commercial Legal Entities, the Legal Entities Registration Department of the Main Directorate of National Revenues, and taxpayer service centers located in administrative buildings of Territorial Tax Departments (excluding financial-industrial groups, banks, investment funds, insurance, and audit organizations).
Grounds for liquidation of a legal entity:
According to Article 59 of the Civil Code, a legal entity may be liquidated in the following cases:
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by decision of its founders or a body authorized by the charter;
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if the court invalidates its registration due to violations of law during its establishment;
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if declared bankrupt.
Documents required for entering “under liquidation” in the state registry:
Within 15 days from the date of appointment of the liquidation commission (liquidator), the following must be submitted to the registration authority:
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application (“On removal from state registration/tax accounting”);
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resolution on liquidation;
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official declaration of solvency;
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proof of publication in the press about the method and deadline (no less than 60 days) for notifying creditors;
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company seal.
If the legal entity is declared bankrupt, a final court decision or the resolution from the creditors' initial meeting must be submitted.
If the documents meet legal requirements, the authority will, within 5 days, enter the liquidation status in the registry, register the commission or liquidator, and issue an extract. From that moment, the company must use a seal marked “under liquidation” and include this note in all documents.
Matters to check and notify when accepting the application:
It must be verified and reported whether the legal entity:
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has founded other legal entities;
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is registered for VAT;
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has branches or other economic units registered;
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has cash registers registered;
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has POS terminals registered;
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has active bank accounts;
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has tax debts to the state budget;
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has unsubmitted tax returns.
If any of these exist, the company must resolve them (submit closing forms, tax returns, settle debts, etc.).
Documents required for deletion from the state registry:
Within 10 days after the division or use of remaining property, the liquidation commission must submit:
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liquidation balance;
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report confirming property division and its transfer to participants (act of settlement, bank confirmation of payment, payment order, etc.);
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original certificate of registration and charter with a seal marked “under liquidation”;
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a report from the Financial Market Supervisory Authority on withdrawal of shares (for JSCs);
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confirmation from the state archive that documents have been submitted.
If all documents are in order, the registration authority will remove the company from the registry within 7 days.
Timeframe for liquidation:
The full liquidation process must not exceed 1 year from the date the liquidation status is entered into the state registry. If this term is exceeded, the process must restart, and previously submitted documents will be returned with official notice to the liquidation commission.