Registration of companies with foreign participation in the RA
Recently the Republic of Armenia has become an attractive area for business, and it concerns not only the citizens of the Republic of Armenia or Armenian companies but also foreign businesses. Reinforcing trade and economic relations with its neighbors and economic partners of the Republic of Armenia makes it possible for foreigners to conduct business on sufficiently favorable terms in return for attracting foreign investments into the country. In this review, we will look into the activities of foreign citizens and organizations across the opening of the company in Yerevan and the rest of the Republic of Armenia. To view the order of registration of separate subdivisions and institutions of foreign legal entities in the Republic of Armenia, you can go to this link.
By registering a commercial organization in the Republic of Armenia, one can select several organizational and legal forms. Among them are the JSC, OSC, LTD, and LLC. OSC (Open Stock Company) is the most common of all organizational and legal forms that foreigners prefer to open in the Republic of Armenia. This is down to simple control orders in such an organization and the possibility of rapid decision-making.
Before registering the company in the Republic of Armenia it is necessary to determine the name of the legal entity. Names must be entered in the register in the Armenian language, however, the law allows for the name to be in the English, or Russian languages, which are also entered in the register of the Agency. It should be noted that the use of certain words or combinations of words in the company name, creates an obligation to pay the state fee, for example, for the use of the name “Armenia” by the legal entity in its official legal name.
To register legal name, companies need to prepare and submit to the Agency of State Register of Legal Entities of the Republic of Armenia the following documents:
- The application for registration;
- The decision of the founders on the establishment of a legal entity, or a protocol of a constituent assembly, or the sole founder’s decision to establish a legal entity;
- The charter of the legal entity approved by the founder (s) of, or meeting of founders;
- If one of the founders is an Armenian legal entity, it is necessary to submit the decision of its executive body on the establishment of the company, as well as, information about the parent company such as, name and state registration number;
- The information about the head of the executive body of the established company, such as, passport number and address.
Registration of companies by foreigners in the Republic of Armenia:
The above list is the general list of documents required for registration of a company in Yerevan and the rest of the Republic of Armenia. However, if the founders are foreign citizens or legal persons, then additional documents are required. If the founder of the new company is a foreign legal entity, along with the above documents they must present an excerpt from the commercial register of the country of the legal entity, or another equivalent document confirming the legal status of a legal entity, as well as, the constituent documents of the company, such as the charter.
If the founder of the company in the Republic of Armenia is a foreign citizen, together with the overall package of documents provided to the Agency, one must provide a copy of his/her passport, or other document proving the identity of the owner. Since the official language of the Republic of Armenia is the Armenian language, all these documents must be translated into Armenian language and be formalized at the notary office. In addition, for the recognition of foreign documents by government agencies of the Republic of Armenia, they must go through the procedure of the international legalization.
The consular legalization of documents is usually carried out in two steps: one – document(s) submitted to the Republic of Armenia, first translated into Armenian language and certified by a notary office. Then, the signature of a notary is certified by the state bodies of the foreign state. Two – the document is sent to the RA Consulate in order to finalize the procedure of legalization.
However, if your country is a party and/or signatory to the Hague Convention of 1961, then this abolishes the requirement to legalize foreign documents and the need for consular legalization is no longer necessary. In this case, the foreign documents necessary to open a company in the Republic of Armenia, require an apostille stamp. It should be noted that this procedure greatly simplifies the paperwork as an apostille stamp requires shorter period of time.
For apostille stamp one needs to apply to the authorized agency in one’s country, for example, if the certificate is issued in Yerevan or the rest of the RA, then the apostille stamp can be provided by either/or, The Ministry of Justice and The Ministry of Foreign Affairs Consular Department. Therefore, prior to starting the paperwork, find out whether your country is a party to the Hague Convention in 1961 or not. Please note that the passports of citizens cannot be apostilled.
However, international treaties of the Republic of Armenia determine null and void for some countries the requirement of legalization and apostilled documents during their presentation to the RA state bodies. A list of these countries is The Republic of Belarus, The Republic of Georgia, The Republic of Kazakhstan, The Republic of Kyrgyzstan, The Republic of Moldova, The Russian Federation, The Republic of Tajikistan, The Republic of Turkmenistan, The Republic of Uzbekistan, The Ukraine, Bulgaria, and Lithuania. Thus, legal entities from these countries are not subject to the procedure of consular legalization of documents and/or apostille stamp. They only need to translate their documents into the Armenian language and notarize them.
As we have seen, one may face some difficulties when registering companies with foreign participant(s). Therefore, if you are faced with the need to register a company in Yerevan and the rest of the Republic of Armenia please get in touch with our legal office. We have extensive experience in the registration of companies with foreign participant(s) and will help you to quickly carry out all legal actions, taking into account the legal requirements of our country. We can also help you register your company by providing you with a registered office in Yerevan if you do not have one.