State registration of branch and representative office of foreign NGO

Registration of branch and representative office of foreign NGOs in the Republic of Azerbaijan is regulated by the Law of the Republic of Azerbaijan On state registration and state registry of legal entities” dated December 12, 2003 and “Regulations on state registration of the non-commercial and educational institutions” approved by the decision №2, dated March 19, 2012 of the Plenary Board of Ministers of the Ministry of Justice of the Republic of Azerbaijan. According to legislation, following documents should be submitted to the Ministry of Justice of the Republic of Azerbaijan in addition to the documents indicated in the section “Registration of Public Union” for registration of branch and representative office of foreign NGO in the Republic of Azerbaijan:

  • Status, approved by foreign NGO establishing representative office or branch, or its authorized representative (the status of representative office or branch shall include the name of foreign legal entity, location, registration number and date of registration, rights and duties of the representative office or branch, its management and liquidation procedure and other issues, considered necessary by the founder).
  • Decision of foreign NGO on establishment of representative office or branch;
  • Agreement on state registration of representative office or branch of foreign NGO in the Republic of Azerbaijan;
  • Document verifying the registration of foreign NGO, the founder of the representative office or branch. (This document is legalized by the diplomatic representation of the Republic of Azerbaijan in the country of residence of the legal entity, or other diplomatic representation of other country representing the interests of the Republic of Azerbaijan in this country (in the absence of such representations, as an exception — by the relevant executive authority of the Republic of Azerbaijan);
  • Original or notarized copy of the power of attorney issued by foreign NGO establishing the representative office or branch;
  • Original or notarized copy of the decision of foreign NGO, establishing the representative office or branch, on appointment of the head of the representative office or branch;
  • If the documents that require notarization are approved by notary office of foreign country, these documents should be legalized in the manner envisaged by the Law.

The decision on establishment of branch or representative office of foreign NGO should include composition of their executive bodies and term of powers, as well as, name of organization registering the legal entity who established representative office or branch, legal address of representative office or branch and powers of the chair should be indicated in the Statue of representative office or branch.

Developing and concluding agreement on state registration of branch and representative office of foreign NGO

This issue is regulated by “Regulations on holding negotiations for drafting and signing of the agreement on state registration of branch and representative office of non-governmental organizations of foreign countries in the Republic of Azerbaijan” approved by the decision №43, dated March 16, 2011 by Cabinet of Ministers of the Republic of Azerbaijan.

The process of drafting and concluding the agreement is carried out in 2 phases. In the first phase authorized representative of foreign NGO should make a written request to the Ministry of Justice of the Republic of Azerbaijan to begin negotiations for the purpose of drafting agreement on state registration of branch or representative office in the Republic of Azerbaijan. Information about organization and purpose of its activity in the Republic of Azerbaijan should be indicated, importance of activity and its contribution to Azerbaijani society should be substantiated in the request. The following documents must be attached to the request:

  • Copy of the document approving registration of organization who is the founder of branch or representative office;
  • Copy of the Charter translated into Azerbaijani language and notarized;
  • Copy of power of attorney issued by the organization on behalf of the authorized representative, translated into Azerbaijani and notarized;

The above mentioned documents, unless otherwise specified in the international treaties supported by the Republic of Azerbaijan, will be given apostille and legalized in the manner envisaged by the legislation.

When requested documents are submitted, notification is sent to the relevant authorities to express their opinions on the conclusion of agreement on state registration of a branch or representative office. If the results of collected opinions are positive, the next stage of the process – negotiations by the Ministry of Justice of the Republic of Azerbaijan is launched.

Information about the organization, purpose of its activity in the Republic of Azerbaijan, importance of this activity and contribution to Azerbaijani society are discussed and specified during the negotiations.

Future activity of the organization in the territory of the Republic of Azerbaijan is stipulated with the followings:

  • Comply with Constitution, laws and other normative legal acts of the Republic of Azerbaijan;
  • Respect national-spiritual values of the people of the Republic of Azerbaijan;
  • Not to hold out any activity in the territories occupied as a result of Armenia-Azerbaijani, Nagorno-Karabagh conflict;
  • Not to deal with political and religious propaganda;
  • To submit necessary information on state registry of non-commercial legal entities within the period envisaged by the legislation

Other issues belonged to powers of parties or matters of mutual interest can be discussed during the negotiations. Proposals contrary to the legislation of the Republic of Azerbaijan, cannot be the subject of negotiations. If above mentioned conditions are not accepted by the organization during the negotiations, holding negotiations are stopped informing Ministry of Foreign Affairs of the Republic of Azerbaijan about it.

If indicated conditions are accepted by the organization, agreement is concluded between the organization and Ministry of Justice of the Republic of Azerbaijan. After conclusion of the agreement, state registration of branch or representative office is carried out within the period and in the manner envisaged by the legislation.