Short answer: When an Azerbaijani LLC changes its director or shareholders, the change must be registered in the state register. The company has to apply within 15 business days of the change — a deadline cut from 40 days on 21 July 2025. If the documents are in order, registration takes 5 days. Missing the deadline exposes both the responsible officer and the company to fines under Article 405 of the Code of Administrative Offences.
Which changes must be registered
The registration authority distinguishes two types of change:
- Amendments to the founding documents (charter) — name, business activities, charter capital, governance rules.
- Changes to registered facts — director (legal representative), shareholders and their shares, legal address, beneficial owners.
The 15-business-day deadline applies to both, counted from when the change occurs — for example, the date of the shareholders' resolution — not from when you apply.
Changing the director
| Step | What happens | Timing |
|---|---|---|
| 1. Resolution | Shareholders' resolution removing the old director and appointing the new one | Day 0 |
| 2. Documents | Application, resolution, new director's ID, power of attorney if applicable | — |
| 3. Filing | With the registration authority (State Tax Service / ASAN service) | Within 15 business days |
| 4. Registration | The change is entered in the register | 5 days |
| 5. Follow-up | Bank signature cards, an e-signature for the new director, employment notifications | Right after registration |
If the new director is a foreign national who will work in Azerbaijan, a work permit and temporary residence permit may be required — see work and residence permits.
Changing shareholders or shares
| Step | What happens |
|---|---|
| 1. Legal basis | Share transfer agreement (sale, gift) or admission of a new shareholder |
| 2. Pre-emption rights | Respect other members' pre-emption rights under the charter and the law |
| 3. Resolution | Shareholders' resolution on the change in membership and shareholdings |
| 4. Documents | Application, resolution, new shareholder's ID (or legalised registration documents for a corporate shareholder), power of attorney if applicable |
| 5. Registration | File within 15 business days; registered within 5 days |
A foreign corporate shareholder's documents need an apostille or consular legalisation and a translation — the same rule as at incorporation: company registration in Azerbaijan for foreign companies.
Five mistakes companies make
- Forgetting the 15 business days. The old 40-day period no longer applies, and the clock starts on the resolution date.
- Not updating the bank. If the bank still holds the old director's signature card, payments can stall — see corporate bank accounts.
- Late foreign paperwork. Apostilles and translations may not fit into 15 business days — prepare them before the resolution.
- Ignoring pre-emption rights. A share sale that breaches other members' rights can be challenged.
- Not updating beneficial ownership. A change of shareholder often changes beneficial ownership data too.
Frequently asked questions
How long does registering a new director take?
5 days if the documents are in order. The application itself must be filed within 15 business days of the change.
What if we file late?
Officers and the company can be fined under Article 405 of the Code of Administrative Offences.
Can a foreigner be the director of an LLC?
Yes. If they will work in Azerbaijan, work and residence permits must be dealt with separately.
Does a change of shareholders require a charter amendment?
If shareholders and shares are listed in the charter, yes — the change must be reflected both in the register and in the charter.
What is the state fee?
It depends on the type of change; confirm with ASAN service or the registration authority before filing.
How we can help
Affidacons drafts resolutions and share transfer agreements, arranges foreign documents, files within the 15-day window and handles the bank, tax and HR follow-up. See our corporate and commercial advisory services, or contact us.
This article is for general information and is not legal advice. It is based on the Law on State Registration and State Register of Legal Entities (as amended on 21 July 2025) and the State Tax Service's official page, as of October 2026; legislation and fees may change. Obtain advice on your specific situation before making decisions.
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