Ernst & Young Holdings (CIS) B.V., Branch Office in the Republic

The firm

EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities.

It has taken the bold leadership and countless contributions of people around the world to form the leading global organization EY is today. Our roots go back to the 19th century and our founders Arthur Young and Alwin C. Ernst.

In 1989, their philosophies were brought together when the firms they started combined to create Ernst & Young. The new organization quickly positioned itself on the leading edge of rapid globalization, new business technologies and continuous business change.

Alwin C. Ernst and Arthur Young would surely be proud of the result – a global organization of 230,800 people sharing their ideals and passion to help build a better working world.

EY has led projects in the Republic of Azerbaijan continuously since 1993. We were the first international accounting and tax consulting network to establish a member firm in Azerbaijan. Our office in Baku, the capital, opened in 1994. A team of over 200 employees is led by Assurance Partner Ilgar Veliyev, a member of the American Institute of CPAs.

EY is recognized as the leading tax and legal advisor in Azerbaijan. With a service line consisting of Tax and Law Partner Arzu Hajiyeva and a team of tax and legal advisors, EY has been providing advice on local legal issues to a number of international enterprises that have made, or are considering making, investments in Azerbaijan. The firm has established good working relationships with key state bodies and is in a position to facilitate negotiations between potential investors and the authorities. This continues to be EY’s key function in a legislative environment that is ever changing and allows for multiple interpretations of the law. The firm’s law practice receives technical support and a wider perspective on legal affairs in the CIS and worldwide through its links with EY’s global network.

Areas of practice

EY is one of the best positioned professional services firm in Azerbaijan to provide commercially-focused, tailored and practical advice across a broad spectrum of legal areas that are relevant to our clients. Our Law practice in Azerbaijan has been offering legal services since 2011.

We serve clients in a vast array of industries, including oil & gas, telecom, hotel and leisure, pharmaceutics, banking, insurance, etc. We also provide legal services in connection with establishment of professional associations and on the issues specifically related to industrial parks.

Our legal team has expertise in numerous areas, including:

General corporate, M&A and IP matters:

• Preparation of constituent documents and state registration of companies;
• Preparation of draft amendments to corporate by-laws, state registration of the amendments;
• State registration of corporate reorganization (merger, takeover, transformation, etc.);
• State registration of liquidation of companies;
• State registration of branches and representative offices of foreign companies;
• Preparation of the model of internal corporate management structures, preparation of regulations of management bodies;
• Arrangement and state registration of issuance of shares of joint-stock companies;
• Legal due diligence on corporate governance;
• State registration of trademarks, copyrights and patents;
• Preparation and state registration of contracts and other documents in connection with transfer of corporate interests or shares;
• Preparation and state registration of documents for obtaining licenses (special permissions) required for operations of a company.

Labor law:

• Legal assistance with respect to preparation and further administration of labor documentation (including preparation of employment contracts, employment, dismissal, vacation, business travel and other orders, technical safety regulations, instructions, job descriptions for offered employment positions in a company, obtaining labor books and making registers, record keeping of employment contracts, orders and labor books, etc.);
• Legal assistance with relation to the process of recruiting a foreign employee (including advisory services, preparation of required documents and submission to state authorities, obtaining work permits, hiring procedure of foreign citizens involved on secondment agreements, etc.);
• Labor due diligence.

Contract law:

• Contract drafting and negotiating all kinds of arrangements such as service provision agreements, joint ventures, agency agreements, etc.;
• Legal review of existing contracts;
• Preparation, assessment and implementation of tender documentation;
• Drafting public procurement contracts;
• Ancillary services to notary execution and state registration of contracts.

Real estate:

• Preparation, execution and legal review of real estate documents;
• Representation of interests in purchase and sale, rent, pledge of real property, including land plots;
• Legal implementation of preparation of investment projects related to real estate;
• Structuring and optimization of projects.

Insurance:

• Legal advisory services to insurers on compliance of corporate governance with the applicable legislation;
• Legal advisory services on preparation of insurance regulations and development of insurance products;
• Preparation of internal documents required under the insurance legislation (i.e. Management Board, Board of Directors, Audit Commission and Internal Audit, legal arrangement of the Insurer’s investment and Reinsurance Policies, etc.);
• Legal advisory services in connection with settlement of losses arising from insured events;
• Assistance on obtaining or renewing insurers’ licenses;
• Registration of establishment of insurance agencies and acquisition of licenses required for activities of insurance agents;
• Registration of transfer of insurance portfolio from one insurer to another;
• Registration of increase of an insurer’s charter capital, including use of retained earnings to increase the charter capital.

Banking and Finance:

• Provision of legal advisory services on variety of banking and finance matters, including financial services and operations, regulatory compliance and transactional work;
• Vast experience in the areas of commercial lending and debt restructuring;
• Transactional support in course of financing (under English, Russian and Azerbaijani laws), drafting full range of deal documentation, including loan agreements, inter-creditor and collateral agreements;
• Advising clients on derivative transactions;
• Advising on bank regulatory and compliance matters, as well various international requirements (MiFID, Basel, foreign anti-bribery regulations etc.);
• Assistance with establishing of local financial and investment organizations;
• Advising on the currency control matters.

Ancillary services to the notarization process:

• Ancillary services to notary execution of constituent corporate documents and by-laws;
• Arrangement of notary execution and translation of documents received from abroad;
• Arrangement of notary execution of all types of applications, appeals, authorized signatures, etc.;
• Arrangement of on-site notarization to the office and implementation of notary actions in a company office.

Protection and advocacy of individual rights:

• Preparation of court claims, cross-complaints, objections, petitions, appeals petitions and cassation appeals;
• Representation of client interests in court disputes;
• Preparation of legal opinions on possible outcome of ongoing legal proceedings;
• Provision of legal services to ensure effective enforcement of court decisions.

Licensing:

• Legal advisory services in connection with activities requiring licenses (special permissions) and legal requirements for obtaining licenses (special permissions);
• Preparation of documents required for obtaining licenses (special permissions).