Company formation in Armenia
In determining if you wish to establish a limited liability company either a Closed Joint Stock company in Armenia, you will want to consider many factors, from management structure to tax codes. In making this decision, you may want to consult with an expert attorney of our law firm.
This publication is designed to provide general guidance to those interested in organizing a limited liability company in Armenia.
Part of the process of company formation is choosing and reserving a name for your limited liability company. Our office will conduct a research for a proposed corporate name according to RA e-register online system of companies, which requires that the name chosen must be distinguishable upon the records of the State Register of the Legal Entities of the Ministry of Justice of the Republic of Armenia. Proper name selection is important in your process of organizing because other parties may sue for unfair competition or trade name infringement if the name chosen is similar or alike to another business entity's name as to deceive or confuse the public. This legal aspect is regulated under the Civil Code of Republic of Armenia which refers that
A legal person is subject to state registration by the procedure established by statute. The data of state registration, including the firm name of commercial organizations, shall be included in a state register of legal persons open for public access. The system is open for or applicants to check and reserve the firm name at https://www.e-register.am/en/search
A legal person shall have its own name, containing an indication of its organizational-legal form.
A legal person whose firm name has been registered by the procedure established by statute has the exclusive right to its use.
The procedure for registration and use of firm names shall be determined by a statute and other legal acts.
It is strongly advised to recheck purposed Firm name in Trademark database for the avoidance of future conflicts with other persons legally holding this name as a registered trademark.
What is a Limited Liability Company?
A limited liability company or an LLC is a company founded by one or several persons, the charter capital of which is divided into ownership shares of amounts determined by the charter. The participants in a limited liability company are not liable for its obligations; they bear the risk of losses connected with the activity of the company within the limits of the value of the contributions made by them.
Founders of LLC
The number of participants in a limited liability company must not exceed the limit established by the statute on limited liability companies. Otherwise the company will be subject to transformation into a joint-stock company within a year. A limited liability company may not have as a sole participant another business company consisting of one person. If you can not avoid this rule, please consider forming a CJSC.
Charter of a Limited Liability Company
The charter of a limited liability company must contain, besides the information listed in Paragraph 2 of Article 55 of the RA Civil Code, terms on the amount of the
• Charter capital of the company;
• On the amount of ownership shares of each of the participants;
• And the procedure for their making decisions, including on questions decisions on which are taken unanimously or by a qualified majority of votes.
Charter capital of the company
The charter capital of a limited liability company consists of the value of the contributions of its participants.
The charter capital determines the minimum amount of the property of the company guarantying the interests of its creditors. The amount of charter capital can not be less than the sums determined by the statute on limited liability companies.There are no minimal requirements for the capital amount in Armenia. Yet You can set any amount, such as 100 USD.
Management of a Limited Liability Company
The highest regulatory body in the limited liability company is the general meeting of its participants-shareholders who decide on all important questions in the company.
General activity is being held by the director of the Company. The Director must be only a physical person. The law in Armenia does not preserve a right of body corporate to act as a director or manager in LLC, which is a common practice in many jurisdictions.
The Manager - the Director of limited liability Company in Armenia.
GM or Director can be either an Armenian national or a foreign national. There are no special prohibitions over the foreigners to act as a Director in LLC in Armenia. However, if you are a foreigner and consider reside in Armenia over an exact period, such as more than 180 days, you will be required to get a temporary residence status in Armenia- here is a short description how to get a residency card in Armenia , for additional questions use the Contact us form
Address- registered office
The limited liability company must have a principal address; the Articles of Organization or the Charter must identify the complete street address of that office, along with the county in which it is located. The Articles of Organization must also state the complete mailing address of the limited liability company if the mailing address is different from the street address.
If you need more information about company formation in Armenia, you can read this Law on Limited Liability Companies in Armenia or contact us for the details.