Company registration in Armenia

What are the available forms of incorporation in Armenia?

Before registering a company, one should decide the form of incorporation. The most common forms of companies under the Armenian law are limited liability company and joint-stock company. It is also possible to register sole proprietorship instead of a legal entity.

 

What are the main differences between a company and a sole proprietorship?

The main differences between the two are the following:

  • Owners’ liability. Sole proprietors are personally liable before the creditors for any debt. In contrast, the liability of a company is limited to the amount of its assets. There are only very exceptional cases in Armenia when this limitation can be lifted which is known as piercing the corporate veil.

  • The relative complexity of accounting procedures for companies.

 

Which government bodies register businesses?

Both companies and sole proprietorships are registered by the State Register Agency of Legal Entities of Armenia (address: Komitas Ave., 49/3 Building, Yerevan).

Banks, credit organizations, insurance companies, investment companies and other financial institutions are registered by the Central Bank of Armenia (Vazgen Sargsyan St., 6 Building, Yerevan, Armenia).

Who can apply for registration?

The application for company registration can be submitted by:

  • Founder(s)

  • Director

  • Authorized representative. The power of attorney does not have to be notarized.

What is required for registration?

The following is required for company registration:

  • An application

  • The decision of the founder or the minutes of the founders’ meeting (in practice, if the company is being founded by more than one person, a protocol of founders meeting is submitted instead of a decision by the founder)

  • The Articles of Associations (must contain the address of the company)

  • Information on the executive (e.g. director) of the company, including his passport/ID details and social number (if available)

  • Statement on the ultimate beneficiary of the company

 

If there is a legal entity among the founders of the company, a decision of the governing body of that entity, containing its name and registration number, must also be presented.

If there is a foreign legal entity among the founders of the company, an excerpt from the commercial register of that foreign country or another equivalent document must also be presented.

If there is a foreign citizen among the founders of the company, a translated and verified copy of his passport must also be presented.

The following things are NOT required for company registration:

  • Minimum capital 

  • State duty for the initial registration of commercial entities

  • Having a residence permit

  • Founders' physical presence in Armenia

How long does the process take?

The registration takes two business days.  If an applicant submits the documents using the standard forms prepared by the agency, the registration can be completed on the spot (standard forms are also available at https://www.e-register.am/am/docs/16). It is also recommended to use this website (https://www.e-register.am/am/search) for checking the availability of a company’s name. If there is a registered company with the same trade name, the applicant will have to choose another one.

If a document is missing or if a document submitted to the agency contains false information or there is any other obstacle for registration, the agency will contact the applicant and suggest making necessary corrections.

What should be done once the registration of the company is complete?

The tax code of the company is automatically issued at the moment of registration which removes the need to apply for that separately.

If the company wants to avail itself of special taxation systems, (such as turnover tax, taxation of microenterprises) it must submit a statement to the tax service on a special form prepared by the tax service within 20 days following the registration. Missing that deadline will automatically determine the company's status as a VAT payer for the duration of that tax year. This statement is also submitted annually before 20 February, if the taxpayer wants to continue being considered as a turnover taxpayer (Articles 59 § 1 (1,2), 254 § 1 (1,2), 267 § 1 (1,2) of the Tax Code).

After registering a company, consider also acquiring the following:

  • A seal. Although it is not mandatory, having a seal is a common practice in Armenia. It can be prepared by private companies in 20 minutes for a payment of about AMD 12 000,

  • Bank account. For information on opening a bank account refer to this LINK.

  • Electronic signatures. To obtain an e-signature refer to this LINK,

  • A trademark. Registration of a trademark is not required for using it. However, the owner of a registered trademark has the right to prevent others from using any mark that is the same as or similar to its own.

Counsel Law Firm can assist you in setting up a company in Armenia.

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