Registering changes to legal entities in the Republic of Armenia
Sometimes for various reasons changes occur in companies operating in the Republic of Armenia. The changes may be related to the death of one of the members of the company, executive body moving to a new location, change of address, the sale of the share of the participant(s), the change of name of the company, changes in authorized capital and much more.
One must understand that a simple declaration or an internal change within the company are not grounds for the changes to be recognized by the state or the civil society. As the procedure of the emergence of a legal entity in the Republic of Armenia, changes in legal entities are also subject to state registration in The Agency of the State Register of Legal Entities. Below we will consider some features of registration of changes to legal entities.
General provisions:
Changes to legal entities are regulated by the RA Law “On state registration of legal entities, separate subdivisions of legal entities, institutions, agencies and on individual entrepreneurs registered.” Qualified persons who may hand a statement on amendments to The Agency of the State Register of Legal Entities in the RA are, their executive directors and other persons specified by law, persons authorized to make such changes on the basis of power of attorney. Documents on the change to the contents of the legal entity may be submitted in writing or in electronic form via the Internet.
If all the documents meet the requirements of the law, the agency of The Agency of the State Register of Legal Entities of the Republic of Armenia in the period of no more than two business days is required to make these changes in the official register. It is important to note that the state register keeps a record on companies with limited liability, while participants in cooperatives and JSCs are not entered in the official register. JSC members are registered in a different order and by a different state body.
To register changes one needs to provide the following documents to the agency:
- The application;
- The decision to amend the articles of association on the part of the authority;
- The statute on changes, additions or a new edition;
- The receipt of payment of the state duty.
This list of the above documents can be described as the general requirements of the law. However, depending on the nature of the changes, a number of other documents may be needed, which must be presented when making changes in the charter of the company. Consider the features of changes in commercial companies of the Republic of Armenia, such as LLCs and PLCs.
When one changes the executive body, the following additional documents are required:
- The decision by the authorized body on termination of powers of the previous executive director, as well as, the decision on the appointment of the new director;
- Data on the newly appointed executive body.
Changes made on the sale of the share of the participant:
Upon the transfer of the share of one of the members of society one needs to provide proof of the executive body of the pre-emptive rights to those shares. The application in this case must contain information about the new members of society, as well as, the document serving as the basis for the acquisition of the company. If a participant leaves the company and applies to the agency independently, in addition to the application for withdrawal he/she must submit proof of the company notice of his/her withdrawal from its structure, as well as, a receipt for payment of the state duty. If a company submits an application to the agency through its executive body, a copy of the statement of the party’s withdrawal from the company must be attached.
In case of death of one of the participants in the Republic of Armenia, their heir also has the right to become a member of the society, unless the statutes of the Ltd and/or LLC Company provide otherwise. In this case, the heir must apply for the adoption of the share with the certificate of inheritance, receipt of payment of registration fee, as well as, the consent of all members of society for the purchase of shares in the authorized capital of the company, if such a requirement is set by the company charter.
The acquisition of shares in the authorized capital of the company by foreigners:
Special attention should be paid to the registration of changes if new members of society in the Republic of Armenia are foreign legal entities or foreign citizens. A foreign legal person shall present an extract from the register of legal entities from their country of origin and a certificate of state registration, which must be certified by a notary office and translated into the Armenian language. In the case of an individual, translated and notarized copy of the passport.
Depending on the legal form of legal entity the documents may have different requirements. In this regard, it is important to convey to The Agency of the State Register of Legal Entities of the Republic of Armenia properly compiled a list of the documents, otherwise, the registration of changes in the legal entity may be declined. Please get in touch with ‘Vardan Khechyan LLC’ where you will find legal experts with specialist knowledge and extensive experience in this area that will do everything possible to assist you in making changes to your company in the Republic of Armenia.