Snapshot of Azerbaijan

THE BUSINESS ENVIRONMENT

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ECONOMIC GROWS

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GDP SHARE IN THE SOUTH CAUCASUS (%)

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HOW AZERBAIJAN RANKS ON DOING BUSINESS TOPICS

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WELCOMING POLICY

• The Law on Protection of Foreign Investments; (January 15, 1992/The Foreign Investment Law)

• The Law on Investment Activity; (January 13, 1995/The Investment Activity Law)

• The Privatization Law and the Second Privatization Program

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INVESTMENTS: 2012

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INVESTMENTS: 1995-2012

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PROTECTION OF FOREIGN INVESTMENTS

• Guarantee against adverse changes in legislation;

• Guarantees against nationalization and requisition;

• Guarantee of compensation of damages;

• Guarantee of repatriation of profits.

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WIDE CHOISE OF INVESTMENT FORMS

• Participation in enterprises and organizations established with legal entities and citizens of the Republic of Azerbaijan on a shared basis;

• Establishment of wholly-owned enterprises by foreign investors;

• Purchase of enterprises, property, buildings, structures, shares in enterprises, other shares, bonds, securities, and certain other property, which may be owned by foreign investors under the laws of the Republic of Azerbaijan;

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• Acquisition of rights to use land and other natural resources, and also other property rights; and

• Conclusion of agreements with legal entities and citizens of the Republic of Azerbaijan providing for other forms of foreign investment.

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WIDE CHOISE OF INVESTMENT FORMS

INTERNATIONAL INSTRUMENTS FOR PROTECTION OF INVESTMENTS

• UN Convention on Recognition and Enforcement of Foreign Arbitral Awards (1958)

• International Center for Settlement of Investment Disputes - ICSID (Member of World Bank Group).

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LEGISLATIVE REFORMS FOR EASING DOING BUSINESS IN AZERBAIJAN

• New Migration Code, effective since 1 August 2013

• New Law on Customs Tariffs effective since 2 October 2013

• City Planning and Construction Code, effective since 1 January 2013

• Law on Regulation of Audits of Enterprises and Protection of Entrepreneurs' Interests, will come into effect on 1 March 2014.

• Exemplary regulation on Industrial Park, 24 April 2013

– Sumgait Chemical Industrial Park, 21 December 2011

– High Technologies Park (in Sumgait), 05 November 2012

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MIGRATION CODE Easing to get Visa

• Extention of Visa period of foreigners visiting Azerbaijan for business up to sixty days• Elimination of finger prints for applying visa • Obtaining Electronic visa for tourists via Tourism

Companies • Issuing Business and Employment visa based on

invitation of Representative Office and Branch of a foreign company

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Migration CodeExclusions for requirement of Work Permit

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LAW ON CUSTOMS TARIFFS

A tariff concession can be applied by government for the import of raw materials for production and machines providing modern technology, if production of goods cannot be supplied by local raw materials.

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LAW ON REGULATION OF AUDITS OF ENTERPRISES

The Law sets the goals and principles of audits of enterprises in Azerbaijan, the rules for conducting audits, the rights and obligations of auditing authorities and their officials, and requirements for the protection of entrepreneurs' rights and interests. 

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EXEMPLARY REGULATION ON INDUSTRIAL PARKS

•Stimulating measures on taxes and customs

•Providing free infrastructure

•Preferential credits

•Simplifying administrative procedures

•Low prices on land lease, gas, electricity, water etc.

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ESTABLISHING LEGAL PRESENCE

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TYPES OF COMMERCIAL LEGAL ENTITIES

•Open or Closed Joint Stock Company; (OJSC/CJSC)

•Limited or Additional Liability Company;(LLC/ALC)

•General or Limited Partnership(GP/LP)

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JOINT STOCK COMPANY (JSC)

A company, where the charter capital is divided into a certain number of shares.

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OPEN JSC CLOSED JSC SHARES MAY BE DISTRIBUTED AMONG

any persons without any restrictions

certain group of shareholders and those shareholders have pre-emptive rights to transfer shares

MINIMUM LEVEL OF CHARTER CAPITAL

4000 AZN 2000 AZN

LIMITED AND ADDITIONAL LIABILITY COMPANY

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LLC ALC

May be founded by one or more individuals and/or legal entities.

MINIMUM LEVEL OF CHARTER CAPITAL

In practice - 10 AZN.

GENERAL AND LIMITED PARTNERSHIP

GP LPFOUNDERS

At least 2 partners (individuals and/or legal entities).

At least one general partner and one limited partner (individuals and/or legal entities).

MINIMUM LEVEL OF CHARTER CAPITAL

No minimum amount

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BRANCHES AND REPRESENTATIVE OFFICES

According to the legislation of Azerbaijan, neither representative offices, nor branches of the foreign legal entities are considered as legal entities. Both the representative office and the branch are subdivisions of a legal entity located somewhere other than the legal entity’s location. The difference is that representative office only represents the interests of the legal entity and protects such interests, while a branch performs legal entity`s all functions or a part thereof, including representation. It means that the scope of a branch`s activities is wider than that of a representative office, because, as opposed to a representative office, a branch may engage in commercial or business activity. The documents to be submitted to the Ministry of Taxes for registration of a representative offices and branches are the same, as is the amount of state duty which is 220 AZN.

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SUBSIDIARYA subsidiary is an Azerbaijani legal entity with foreign ownership, which can be registered as a limited liability company or joint-stock company. The parent Company contributes property to its subsidiary, but is not liable for obligations. In spite of the fact that a subsidiary may be owned by foreign nationals, it is considered as an Azerbaijani legal entity for tax, currency accounting, reporting and other requirements.

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TAXATIONAll foreign legal entities doing business in Azerbaijan through a “permanent establishment” must register with the tax authorities regardless of whether its activities are subject to profit tax payments.

Registration of a Representative Office or a Branch with tax authorities should take place within one month from start date of operations. Termination of a Representative Office’s or a Branch’s activities should be reported to the authorities one month prior the termination of operations.

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SIMPLIFIED TAX

• Individuals and legal entities involved in entrepreneurial activity and are not registered VAT payers have the right to register as taxpayers under a simplified tax regime.

• The simplified tax is calculated from the revenue obtained from the provision of goods, fulfilment of works, rendering of services and non-sale profits at the following rates:

•For Baku — 4 percent;

•For other regions — 2 percent.

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VAT

• Any legal entity or individual carrying out entrepreneurial activities, whose taxable turnover exceeds AZN 120,000 within any month (months) of previous 12 month period, is required to register for VAT purposes.

• The current rate of VAT is 18%.

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PERSONAL INCOME TAX

Up to 2500 AZN 14%

More than 2500 AZN 350 AZN plus 25 % of the portion more than 2500 AZN

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Employment income tax (monthly)

Non Employment income tax (annual) Up to 30.000 AZN 14%

More than 30.000 AZN 4200 AZN plus 25 % of the portion more than 30.000 AZN

CORPORATE PROFIT TAX

• Resident Legal Entities and a non-resident enterprise operating in Azerbaijan through its permanent establishment are taxed on profit, which is determined as gross income less allowable deductions at a flat rate of 20%.

• The gross income of a non-resident enterprise not connected with the permanent establishment is taxed at the source of payment without expenses being deducted.

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INCOME FROM AZERBAIJANI SOURCES TAX RATE

• Dividends 10%• Interest 10%• Royalties 14%• Income received from performing works and rendering services 10%• International communication and transportation

services 6%• Interest on financial leasing 10%• Risk insurance and re-insurance fees 4%• Other items of income from Azerbaijani sources

10%

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BHMBAKU LAW CENTRE

BHM Baku Law Centre was founded in 2001 and since then has established itself as one of the most reputable and respected law firms in the Republic of Azerbaijan. In over 12 years of successful legal practice, the firm has managed to build a large client base from all over Azerbaijan as well as internationally.

We offer local expertise with strong international connections.

The company has rapidly expanded in recent years and has a subsidiary, BHM Consulting Law Company,

in Aktau, Kazakhstan.

WHO WE ARE

PRACTICE AREAS Banking and Finance

At BHM, our lawyers`  in-depth knowledge of domestic and international practice and experience in banking and finance help us to provide full range of legal services on various kinds of activities, starting from complex international transactions to regular financial

matters. Apart from acting for large banks, insurance companies and other financial institutions operating in Azerbaijan and advising them on various legal issues, BHM also provides local and foreign companies in drafting loan, lease and franchise agreements, and offering consulting services on legal aspects of the sale and purchase of securities and other structures and mechanisms of capital markets. Trade finance, project finance, and financial restructuring are also among our services.

CORPORATE BHM advises a large number of local and foreign companies on various

aspects of their business activities. Our services cover a broad range of corporate transactions, including

mergers and acquisitions, establishment of joint ventures, incorporation of subsidiaries, branches and representation offices of foreign companies and corporate restructuring.

We have an extensive experience in the establishment and incorporation of new legal entities, whether local and foreign. Our lawyers advise companies on the drafting of different types of commercial agreements and provide the best legal solutions relating to the international business transactions of our clients. We also take part in different projects and assist foreign companies in their investments in Azerbaijan.

EMPLOYMENT

BHM advises local and foreign companies on various employment and labor law matters in Azerbaijan. Our services include drafting employment contracts in compliance with local legislation, advising

newly established branches and representative offices of foreign companies on all aspects of employment issues, preparing legal opinions and memos  about labor legislation, consultation on immigration, residence and work permit issues required for expatriates and representing business in employment-related disputes.

ENERGY & INFRASTRUCTUREOur lawyers have extensive expertise in a wide range of legal issues affecting the energy and electricity sector and we offer our services to energy and utility companies operating in this highly regulated industry. Our team of energy lawyers has an in-depth understanding of the energy industry and its regulatory and competitive framework. We offer comprehensive legal advice to oil & gas, construction and engineering companies throughout all stages of a project, starting from project inception, through procurement and construction to operation and maintenance. We focus on large-scale projects and regularly act on major real estate developments, substantial transport projects, accommodation, education and healthcare projects and large-scale energy and industrial projects.

INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY & COMMUNICATIONS

We provide up to date and experienced insight into IP issues in Azerbaijan and offer a broad range of legal services, including registration, management and protection of copyrights, trademarks, brands and patents.

Our lawyers understand the technical aspects and complexities of the information technology and communication sector and each sub-sector within it (technology, media and telecoms) and provide companies in these sectors with high quality legal services.  Among others, our clients include major mobile operator companies, a leading television channel and international advertising agencies.

LITIGATION BHM has one of the top litigation practices in

Baku. Our top litigation lawyers effectively

represent our clients before the national courts

of Azerbaijan.

We have demonstrated our strength in

litigation and successful court practice

even in the most difficult cases and thereby built a very strong reputation in this area. For this reason, we represent many top companies before the courts. We have a strong team of 8 lawyers who are members of the Bar, highly qualified to represent our clients before the Supreme Court of the Republic of Azerbaijan. We can also offer representative services in enforcement trials.

PRIVATE CLIENTS BHM provides legal services to private individuals in various

different areas of law.

We can offer assistance on all family law matters, including divorce law, alimony and child custody issues. We also advise on property rights, and wills and probate matters.

If you need any legal help regarding marriage, divorce, alimony, inheritance or any other issue, you can consult with our skilled lawyers, who can offer legal advice and court representation.

REAL ESTATE

BHM provides legal advice related to acquisitions and disposals, leasing, construction and all surrounding issues relevant to real estate transactions. Our highly skilled lawyers provide advising,

drafting, negotiating and where necessary, litigation, expertise for various types of real estate agreements for individuals, local and international companies. Our clients include construction and engineering companies involved in major real estate projects in Azerbaijan including the construction of hotels, commercial use premises, plants, roads and many other developments.

TAX Our experienced lawyers at BHM

provide the full package of taxation advice to local and foreign companies doing business in Azerbaijan.

The tax advice services that we provide cover a broad range of business

transactions, including mergers & acquisitions, joint ventures, financial restructuring and tax planning.

Thanks to our vast knowledge of domestic and international practice taxation issues, we will offer you the best possible solution for your tax problems related to both local and international transactions.

The General Assembly of the European Olympic Committees has adopted a decision on 8th of December 2012 regarding holding of the I European Games organized for the first time in the European history in 2015 in Baku.

BHM became the official legal services provider to Baku European Games Operation Committee (BEGOC) and is to provide all kind of legal services in connection with organization of the I European Games to be hold in Baku during June-July of 2015 and full legal accompaniment of the Games.

PROFESSIONAL LEGAL SERVICES AT

“ASAN SERVICE” CENTERS

BHM Baku Law Centre provides legal assistance to citizens approaching “ASAN service” centers in Baku, Sumgayit and Ganja. Such legal assistance includes provision of both oral and written legal consultation to citizens, provision of explanations on legal matters, issuance of references, assistance in submission of claims to courts of all instances, compilation of complaints and applications as per request of the citizens, in other words, provision of legal assistance on all matters that “ASAN service” centers have been entrusted.

MR. ANAR BAGHIROV

MANAGING PARTNER

 

Main practice areas are corporate law, commercial law, dispute resolution, banking and finance, sports law and real estate issues. He is a leading litigation lawyer representing many corporations, including national energy providers,

banks and large international organizations, engineering and construction companies. He is the chairman of Azerbaijan Law Reform Centre, a co-founder and member of the Azerbaijan Lawyers Confederation, a member of Judges Selection Committee, Chief Editor of “Azerbaijan lawyer” journal and is on the editorial board of the Southern Caucasus Law Journal.

 Mr.Baghirov has been a member of the Azerbaijan Bar Association since 2005 and was elected to the Presidium of the Bar Association in 2012. (for more info: http://bhm.az/index.php?page=staff&id=3)

MR.FARIZ MAMMADOV

MANAGING PARTNER

Fariz Mammadov is the managing partner at BHM. Mr.Mammadov's practice areas are corporate law, commercial law, energy law, banking and finance. He also specializes in real estate issues.

Mr.Mammadov has been a member of the Azerbaijan Bar Association since 2007. He is Advisor to the Presidium of the Bar Association in International Relations since 2013.

PARTNER

MR.MEHMAN SULTANOV

Has been working for the Company for 12 years.

Mehman Sultanov is a partner at BHM. Mr.Sultanov's main practice areas are

corporate law, banking and finance, competition law, private international law, sports law, employment and tax issues. He also has extensive experience in litigation.

He has been a member of the Azerbaijan Bar Association since 2007.

PARTNERMS.GULNAR GURBANOVA

Has been working for BHM Baku Law Centre

for 12 years.

She is specialized in corporate law, commercial law, contract law, sports law, employment, dispute resolution and litigation.

She has been a member of the Azerbaijan Bar Association since 2007.

Gulnar graduated from the National Aviation Academy, the faculty of International Law where she carried out teaching activity for the last 7 years.

The Legal 500 EMEA 2013, the international rating company which is considered to be the most competent international legal publication providing the most comprehensive worldwide coverage currently available on legal services providers, in over 100 countries recommends BHM Baku Law Centre in 14 areas of Law.

BHM Baku Law Centre is ranked as one of the leading law firms in 2014 edition of the International Financial Law Review’s Guide to the World’s Leading Financial Law Firms: IFLR1000.

ACHIEVEMENTS:

CONTACT INFORMATION: “Baku Law Centre” (BHM) LLCSKS PLAZA, 7th floor49 Fuzuli StreetAZ1014, Baku, AzerbaijanPhone: +99412 492 03 57;

+99412 492 28 83 +99412 480 00 88

Email: office@bhm.azWeb: www.bhm.az

BHM Consulting Law Company Grand NurPlaza Business Centre, office15

Aktau, Kazakhstan Phone: +7 (7292) 20 32 97 Fax: +7 (7292) 40 56 49 Email: assel.spataeva@bhm.kz