Doing Business in Azerbaijan 2009 - Azerbaijan Export ...

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190 DOING BUSINESS IN AZERBAIJAN Annex 2: Brief comparative analysis of LLC and JSC as per Azerbaijani law JSC LLC Minimum number of Founders At least 1 founder. Closed JSC-maximum number At least 1 founder. However, there is not a statutory of shareholders may not exceed fifty. If such limit is limit for the number of participants. exceeded, such close JSC must either be reorganized into an open JSC, or be judicially liquidated Liability of Founders The participants/shareholders are not personally liable for the obligations/liabilities of JSC/LLC. Liability of founders is limited to the amount of their equity (capital) contribution. There is no specified minimum capital requirement. However, the Civil Code 2000 states that the minimum capital is to be set by the relevant executive authorities. Charter capital must be paid in full prior to state registration. Capital contributions in kind must be valued by an independent auditor. Paid in capital of participants is not considered to be a security. Therefore, there are no registration requirements with the State Securities Committee. Unless provided otherwise in the Charter, a participant may alienate (sell/transfer) his participating interest to third parties. However, the other participants have the right of first refusal, if the Charter does not provide otherwise. Capital Requirements Open JSC – 4,000 AZN circa 4,760 USD; Closed JSC – 2,000 AZN, circa 2,380 USD. Charter capital must be paid in full prior to state registration. Capital contributions in kind must be valued by an independent auditor. Value of in-kind contributions of a newly founded company and existing company is determined by a foundation meeting and general meeting of shareholders respectively. Securities Shares must be registered at the State Securities Committee. Placement of securities can be public (offer to public at large) or close (offer to a limited group of investors). Open joint-stock companies can place securities only through public offering (except for establishment and reorganization of a company and conversion of shares) and close joint stock companies can place securities only through close offerings. Transferability of Shares/ Open – no restriction on transferability of one’s participatory interest shares to another. Closed – shareholders have the right of first refusal.
Same as JSC, except there is no requirement for a Supervisory Board, which can be established if so desired by the participants. Management structure The General Meeting of Shareholders (GMS) is the supreme governing body, which has exclusive competence in fundamental matters (such as amendments to Charter and to the Capital Fund, any decision on liquidation, reorganization, etc.). The law does not allow delegation of such powers to other inferior governing bodies. A JSC which has more than 50 shareholders must create a Supervisory Board. The management body can be either in the form of a board or individual director. Accountability A JSC must make public its annual report and balance sheet. Liquidation & Reorganisation A voluntary liquidation or reorganization is upon a A voluntary liquidation or reorganization is upon the decision of a general shareholders’ meeting. A JSC decision of a general meeting of participants. A LLC may be reorganized into a LLC. may be reorganized into a JSC. Tax Identical tax treatment (except in case of distribution of net profits). ANNEXES 191
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DOING BUSINESS IN AZERBAIJAN 2009 A
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“During recent five years, the ec
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OVERVIEW OF THE REGIONS 127 Abshero
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12 DOING BUSINESS IN AZERBAIJAN Coa
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14 DOING BUSINESS IN AZERBAIJAN wit
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16 DOING BUSINESS IN AZERBAIJAN Aze
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18 DOING BUSINESS IN AZERBAIJAN Nob
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Heydar Aliyev, President of the Rep
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22 DOING BUSINESS IN AZERBAIJAN “
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24 DOING BUSINESS IN AZERBAIJAN For
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26 DOING BUSINESS IN AZERBAIJAN
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2009 DOING BUSINESS IN AZERBAIJAN 2
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Abundant resources Azerbaijan is ri
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The Government will continue the po
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places in the ranking, the biggest
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of documents produced and executed
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the JSC only to the extent of their
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esponsible for its obligations. Lik
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• Ownership and other property ri
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government agency entrusted to exer
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labour duties when no notice is req
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Overtime and work during days-off (
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Azerbaijani law recognizes several
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Currency regulation & repatriation
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Residents can export hard currency
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on cars, buses and trucks depending
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Accounting The new Accounting Law 2
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As mentioned above separate chart o
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utility models, trademarks, and geo
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Rights to computer programs, databa
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elating to administrative offences;
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• an award contravenes legislatio
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economy such as transport, communic
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Interest and penalties Breach* Fine
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of Azer baijan’s total reserves).
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17, 2003. Following that the Presid
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whatsoever in respect of their oil
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Minerals & mining Apart from major
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The Japanese company Tepsco and Fin
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Production and consumption of elect
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Agriculture Production of Azerbaija
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While in 1991 only 39 thousands hec
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Peak production of a number of prod
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Telecoms & IT Azerbaijani telecommu
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facilities of this satellite and ha
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Construction Legislation Pursuant t
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As market research in the field sho
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There are also opportunities for le
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agencies and investors in transport
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Business visits account for the maj
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During the year total bank assets i
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Significant works continued in 2008
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It should be noted that since 1993
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Disclosure Requirements The Civil C
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BSE turnover mln. AZN SECTORS REVIE
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Aran economic region Aran is centra
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asphalt, mineral waters, spinning a
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The region is rich in brick, bank s
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chemical industry locally. There ar
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Daglig Shirvan Sheki-Zagatala Lanka
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Page 169 and 170: 2009 DOING BUSINESS IN AZERBAIJAN 1
Page 171 and 172: Tel.: (+99412) 4985094 Fax: (+99412
Page 173 and 174: Tel.: (+99412)4901323; Fax:(+99412)
Page 175 and 176: Tel: + 420 246032422; Fax: + 420 24
Page 177 and 178: Tel.: (73172) 24 15 81; Fax: (73172
Page 179 and 180: Tel.: +966(1)4192382; Fax: +966(1)4
Page 181 and 182: Tel.: (99412) 4901234; Fax: (99412)
Page 183 and 184: Consultant services Tel.: (99412) 4
Page 185: 185 Face Pattern of the Momine Khat
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Page 210: This publication prepared by: AZERB
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