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Doing Business in Azerbaijan 2009 - Azerbaijan Export ...

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esponsible for its obligations. Likewise, a foundation is not<br />

responsible for the obligations of its founders.<br />

Unions of Legal Entities<br />

A union of legal entities is created by bus<strong>in</strong>ess or non-commercial<br />

entities to provide for the cooperation and coord<strong>in</strong>ation of their<br />

entrepreneurial or non-commercial activities, representation, and<br />

the protection of their common <strong>in</strong>terests. A union is not responsible<br />

for the obligations of its corporate members. Corporate members,<br />

however, are responsible for the unions’ obligations to the extent<br />

provided under the union’s charter.<br />

Subsidiaries<br />

A legal entity, whether or not established <strong>in</strong> <strong>Azerbaijan</strong>, may form a<br />

subsidiary <strong>in</strong> <strong>Azerbaijan</strong> <strong>in</strong> one of the three legal forms available for<br />

commercial purposes, i.e. a JSC, an LLC, or an ALC.<br />

A subsidiary is a separate and dist<strong>in</strong>ct legal entity; the parent<br />

enterprise may contribute property to its subsidiary but, typically,<br />

is not liable for the obligations of the subsidiary.<br />

A parent company, however, may be held liable for the obligations<br />

of its subsidiary <strong>in</strong> bankruptcy if such bankruptcy was caused<br />

through the fault of the parent company <strong>in</strong> connection with the<br />

execution of its <strong>in</strong>structions.<br />

Additionally, a parent company and its subsidiary are jo<strong>in</strong>tly liable<br />

for obligations <strong>in</strong>curred by the latter as a direct result of the<br />

implementation of <strong>in</strong>structions of the former, even if the former is<br />

not <strong>in</strong> bankruptcy.<br />

BUSINESS CLIMATE<br />

41

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