Company Registration in Armenia - Business Starting & Setup

The legal system of Armenia belongs to the Romano-Germanic family and still includes elements of the former socialist law. At the same time, public law has recently been showing the influence of the French doctrine.

The main sources of law are legislative and other normative acts. Their hierarchy includes the Constitution, laws of the Parliament, executive orders of the President, decrees of the Government and the Prime Minister, subordinate acts of ministries, departments, and local governments.

As a subsidiary source, the Civil Code of Armenia allows the application of customary business practices.

The legislation of Armenia provides for the following forms of doing business (written in the Civil Code):

• Limited liability company;
• Subsidiary economic company;
• Joint stock company;
• General partnership;
• Limited partnership (partnership in commendam);
• Sole trader;
• Cooperative.

It is possible to establish investment funds in Armenia. Legislation provides for various forms of funds. There is no concept of trusts in the legislation of Armenia.

The most popular and common form of doing business is the Limited Liability Company.

A company must have its trade name in the Armenian language.

The trade name of a limited liability company must contain a specific, common and/or other name of distinctive significance, as well as the words ‘limited liability company’.

To finally determine the name of the company, it is necessary to do a search in the State Register of Legal Entities (several names to be checked). The check for availability of a name takes 24 hours from receipt of the request.

Names cannot contain the words ‘bank’ or ‘insurance’ or similar unless the applicant holds a relevant state licence. In addition, names containing the words ‘Armenia’ or ‘Armenian’ require permission from the Government and payment of an annual fee.

Incorporation of an Armenian company includes the following stages:

1. Determine the company name, structure, size of share capital, and business activity.

2. Check the company name for availability.

3. Pay fees for services.

4. Provide the relevant documents:

• notarized copies of the internal and international passports of the directors/founders;
• notarized power of attorney authorizing a representative in Armenia to freely interact with the government body and the bank;
• notarized resolution to establish an LLC and appoint the director;
• company’s signed Articles (the document will be provided after the necessary amendments are agreed).

The above documents will need to be sent to Yerevan in the original for translation into Armenian and notarization.

5. Open an Armenian bank account in which the minimum share capital will be deposited.

6. File for tax registration.

7. Obtain licences and permits in Armenia.

Incorporation of a company without a personal visit takes 10 – 14 business days.

A company registered in Armenia must maintain a local address.

A company must have a round seal containing the elements defined by the Government. The company’s seal may also contain the name in foreign languages, as well as the illustration or the symbol of its trademark.

An LLC has only 1 director that can be either an individual or a legal entity.

The director of a company needs a work permit. The time of obtaining a permit varies on average from 1 to 5 days. A work and stay permit in Armenia is issued for a period of 180 days.

For a longer stay in Armenia, it is necessary to obtain a Temporary Residence Permit or Residence Permit.

To facilitate the process, a local registrar recommends having a link to the country of incorporation and appointing a local resident director to fully meet the expectations of local banks.

Armenian limited liability companies are not required to have a secretary.

An LLC must have at least 1 founder. The founder can be either an individual or a legal entity.

A limited liability company cannot have, as its sole member, another economic company consisting of one person.

The supreme governing body of an LLC is the general meeting of its members.

Armenia does not yet have a central public register of beneficial owners.

The authorized capital of an LLC is made up of the value of the contributions by its members.

The authorized capital determines the minimum amount of the company’s property that guarantees the interests of its creditors. The authorized capital of a company should not be less than 50 times the minimum salary established at the time of submitting the documents for the state registration of a company.

The founders of a limited liability company must pay the authorized capital in full before registering the company.

The nominal value of the company’s authorized capital and of contributions of the company members is determined in AMD.

The sizes of the company member’s shares are determined as a percentage or as a ratio. The size of the share of a company member must correspond to the ratio of the nominal value of his/her share and the authorized capital of the company.