A participant of a legal entity has the right to alienate his share (or part thereof) to other participants or third parties in accordance with the law. It is noteworthy that the right of the participant buyer arises only from the moment of its state registration as a result of the concluded transaction.
The documents that the interested party must submit to the competent authority for state registration in the case of alienation of the share or part thereof are specified in the second part of Article 40 of the RA Law on "State Registration of Legal Entities, Separate Subdivisions of Legal Entities, Institutions, and Individual Entrepreneurs".
Moreover, the information regarding the participant, including the size of the share, must be registered both by the body conducting the state registration of legal entities in the company's participants' register, and the change must be reflected in the company's charter: This conclusion was reached by the RA Court of Cassation while examining the cassation appeal in the civil case ECD/0779/02/10 (Susanna Khachatryan vs. Vigen Aslanyan Avanesyan).
The Court of Cassation specifically noted that the charter is a crucial document defining the legal status of the company. The charter regulates the internal relations of the founders (participants), specifying, in particular, the name of the company, its location, the purpose and subject of its activities, the bodies of management and control, the procedure for profit distribution, and so on. The registration of the charter (as well as amendments) is not an end in itself. It allows the public to obtain complete information about the legal entity. This is especially important for legal entities engaged in commercial activities, as their potential future counterparties have the opportunity to obtain information about their future partners by revealing their operational goals, the effectiveness of management bodies, and the circle of participants, which is crucial since potential counterparties may refuse to enter into contractual relations with a given legal entity based on the circle of participants.
Therefore, regardless of the internal relations of the participants or potential participants of the legal entity, the internal agreement, the right of the person acquiring the share arises only from the moment of its registration in the company's participants' register, making a change in the company's charter, and registering it: