Changing branch registration information

In our previous article, we discussed the registration of a branch. In this article, we will examine the procedure for changing a branch’s and representative office’s registration information.

I. Applicable legislation and competent authority

Changes to a branch’s or representative office’s registration information are governed by the following legislative acts:

• - The Civil Code of the Republic of Azerbaijan;

• - The Law of the Republic of Azerbaijan “On State Registration and State Registry of Legal Entities.”

The authority responsible for registering changes to a branch’s or representative office’s registration information is the State Tax Service of the Republic of Azerbaijan.

The registration authority processes such changes within 5 business days from the date of application.

No state fee is charged for the registration of changes to branch registration information.

II. Procedure for changing registration information

First, it should be noted that a branch’s or representative office’s registration information refers to the key information reflected in the State Register. This information includes, in particular:

• - the name of the foreign legal entity that established the branch or representative office;

• - the branch’s or representative office’s address;

• - information about the branch or representative office manager;

• - other registration information required by law.

Where any of the registration information of a foreign legal entity or its branch or representative office in the Republic of Azerbaijan changes, the relevant amendments must be duly registered in the State Register.

Such changes may include, for example:

• - a change in the name of the foreign legal entity that established the branch or representative office;

• - a change of the branch or representative office manager;

• - a change of the branch’s or representative office’s legal address;

• - changes to other registration information.

For instance, if the foreign legal entity that established the branch or representative office’s changes its name, the corresponding change must also be reflected in the branch’s or representative office’s registration information, and an application must be submitted for the registration of the relevant amendment in the State Register.

The State Tax Service must be notified of any such change within 15 business days from the date the change occurs.

The application must be accompanied by the following documents:

• - an application form;

• - a resolution approving the relevant changes;

• - a new version of the branch charter (regulations) or amendments thereto;

• - any other documents required by law depending on the nature of the change.

III. Liability and penalties

Pursuant to Article 405 of the Code of Administrative Offences of the Republic of Azerbaijan, failure to apply to the State Tax Service within 15 business days for the registration of amendments made to the constituent documents of legal entities, as well as subsequent changes to registered information concerning such entities and the branches or representative offices of foreign legal entities, results in the following administrative fines:

• - for officials: from AZN 1,000 to AZN 2,000;

• - for legal entities: from AZN 2,500 to AZN 3,000.

IV. Conclusion

As can be seen, formalizing changes to a branch’s or representative office’s registration information requires the preparation of various corporate documents, the collection of supporting documentation, and timely submission of an application to the registration authority in accordance with statutory requirements.

At Ironwood Consulting, we are ready to provide professional legal support in all key corporate matters, from the initial registration of a foreign legal entity’s branch or representative office in Azerbaijan to the registration of any subsequent changes to its registration information.