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Redomiciliation of legal entities registered in the Republic of Armenia

Having considered the above redomicile laws for foreign legal entities, we noted that the term ‘redomiciliation’ is a change of jurisdiction of the legal entity in the jurisdiction of another country. The package of amendments to the civil law, allowing foreign companies placed under the jurisdiction of the Republic of Armenia also provided the right to withdraw from the Armenian organizations under the jurisdiction of the Republic of Armenia. Here are some features of the process of redomiciliation of legal entities registered in the Republic of Armenia.

Redomiciliation begins after the application to the Agency of the State Register of legal entities of the Republic of Armenia. Registration carries the mark of a single register of legal entities to initiate the redomciliation procedure.

Redomiciliation is prohibited if the legal obligations of the entity exceed its assets, an organization has outstanding obligations towards the Republic of Armenia, or the municipal community, except in cases when there is agreement on redomiciliation taken by the decision of the authorized State body or control solutions community leader. The law also prohibits redomiciliation of legal persons having a monopoly, or dominant position status and redomiciliation of companies that are participants in the scope of regulated public services.

After the participants sign the General Meeting protocol, the director shall notify the creditors in writing, as well as to carry out a public notice through a web portal azdarar no later than three months before the final registration of redomicilation if a longer period for notification is not provided by the protocol (decision) of the participant(s).

At the same time, there is a right of creditors to demand the provision of an additional guarantee of performance, to demand termination or early performance arising from redomiciliation liabilities and damages. Prior to registration of redomicilation all outstanding debts of the Government and municipal communities must be paid off early.

Creditors’ claims are brought to the court of the state prior to redomiciliation registration in the register of legal entities. It is important to know that if the claim is based on the uncontested right and the lender cannot satisfy it immediately with compensation for all losses, or creditor is the Republic of Armenia, or there are signs of insolvency of a legal person, the court terminates redomiciliation to or until the debtor has overcome these circumstances.

Together with the application for redomiciliation one is to submit evidence of the settled liabilities or the notification of creditors and implementation of public notice through the Internet. In addition, it is necessary to submit to the registering authority a certificate of non-occurrence of the organization in bankruptcy proceedings, as well as, a certificate from the tax authorities on the absence of obligations in relation to the RA state budget. However, these documents may be obtained independently by the register with the help of relevant public authorities.

As a result of application the legal entity shall be issued with a document confirming the fact of the process of redomiciliation of the said organization.

The final stage of the procedure includes a presentation to the registering body of the Document of Succession issued in a foreign country. Following this, the single register of legal entities of the RA records the fact of redomiciliation of the legal entity, previously registered in the Republic of Armenia.