The Tax Code of the Republic of Azerbaijan

Article 147. Reorganization of a legal person
147.1. The cost of the property and participating interests held by a legal entity or entities that are parties to the reorganization shall be equal to the cost of said property and interests immediately before the reorganization. The balance value of fixed assets connected to any depreciation category shall be transferred to person who purchased these fixed assets.
147.2. The transfer of property or participating interests between the legal persons that are the parties to reorganization shall not be treated as a surrender of property.
147.3. Any exchange of participating interests in a resident legal person which is a party to a reorganization for participating interests in another resident legal person which is also a party to that reorganization shall not be deemed taxable alienation of a participating interest.
147.4. The cost of the participating interests exchanged under Article 147.3. of this Code shall be equal to the cost of the original participating interests.
147.5. The distribution of participating interests connected to the exchange of participating share of resident legal person who is the party of reorganization to the participating interests in other legal person- party of reorganization shall not be considered as dividends for the parties of reorganization.
147.6. The value of original participating interests, under article 147.5. of this Code shall be divided immediately after distribution of original and distributed participating shares proportional to their market value.
147.7. Reorganization of legal person shall be:
147.7.1. merger of two or more resident legal persons;
147.7.2. acquisition or take-over of 50% or more of the voting participating interests and 50% or more of the value of all the participating interests of a resident legal person solely in exchange for the participating interests of the party of reorganization;
147.7.3. acquisition of 50% or more of the assets of a resident legal person by another resident legal person solely in exchange for voting participating interests with no preferential rights as to dividends of the party of reorganization;
147.7.4. a split-up (division) of a resident legal person into two or more resident legal persons;
147.7.5. a split-off (establishment of a new legal person by separation) provided that the tax agency proves that the main objective of such merger, acquisition, takeover, split-up and split-off was not tax evasion.
147.8. Any legal person party to reorganization, or any legal person who owns the resident legal person- party to the reorganization, or any legal person belonging to such person shall be deemed as party to reorganization.
147.9. For the purposes of Article 147.8 of this Code, the owner of a legal person shall mean an owner of 50% or more of the voting participating interests and 50% or more of the value of all the remaining participating interests in the legal person.
147.10. This Article shall not apply to the fixed assets depreciated by the method of classifying into categories under Article 114 of this Code, unless all assets in the category are transferred at the same time.