ARMENIA Law and Practice Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog
sions (the Armenian version shall still prevail), estab - lishing specific governing mechanisms, and thus not following pre-approved standard documents. It must be noted that although the founding package (founding decision, charter) does not need any verifi - cation by a notary under Armenian law, the documents or copies thereof related to a foreign founder (in the case of a legal entity – charter and excerpt from the register or equivalent; in the case of an individual – passport) and a foreign director (passport) must be verified by a notary and legalised (consular or by an apostille) and subsequently translated into Armenian with the verification of an Armenian notary. Establishment of a JSC The process of establishment of a JSC consists of two stages. The first stage is the preparation of the found - ing documents and submission thereof to the Agen - cy (similar to the registration of an LLC). The second stage is the registration of the company’s shares with the Central Depository through one of the account operators (to ensure the quality of services and com - petition, the Central Depository does not provide ser - vices to the public directly, only through the account operators who are acting based on the agreement signed with the Central Depository). In either case, within 40 days of registration, the com - panies shall submit declarations on their ultimate ben - eficial owners (UBOs), disclosing the full ownership structure up to the beneficial owner. Such declara - tion shall also include the notarised translations of the UBOs’ passports if the UBO is a foreign national. Depending on the company’s business activity, there may be exceptions to the general rules described above. For example, the registration and licensing are performed by the relevant regulatory authority – for banks, this is the Central Bank of Armenia – ie, the bank must be registered and obtain a licence simul - taneously by applying to the Central Bank. 3.3 Ongoing Reporting and Disclosure Obligations Changes of Management According to the general rules of Armenian legislation, only the head of the executive body is subject to regis -
tration with the Agency. Hence, the company needs to disclose a change to its executive body (CEO, general manager, general director, etc). Depending on the company’s business activity, there may be exceptions to the general rules described above. For example, the executive body of a bank, including the chief accountant, deputy directors, chief compliance officers and compliance officers, chief auditor and auditors, as well as the board of direc - tors, is subject to certification and registration by the regulator, in this case, the Central Bank of Armenia. Thus, practically any change in the bank’s manage - ment needs to be filed and approved by the regulator. Amendments to Articles of Incorporation (Charter) In the case of the amendment of articles of incorpo - ration in whole or in part (a new edition of articles of incorporation/charter), the amendments must be filed for registration with the Agency. The company needs to change its articles of incorporation when, for instance, it changes its firm name, address, charter capital or corporate governance process. The process and requirement for registration of amendments to the articles of incorporation/charter may have some peculiarities depending on the rea - sons for and the content of such amendments. For example, in the case of amendments to the articles of incorporation/charter due to investment into the company (ie, an increase of the company’s charter capital), the company needs to submit proof of pay - ment of the investment for registration. There may be some differences, depending on the company’s busi - ness activity, when the Central Bank, instead of the Agency, is responsible for registration (mostly typical for legal entities that provide financial, insurance and investment services, and investment funds). Change of Shareholder Participation in the share capital of an LLC needs to be registered with the Agency (open to the pub - lic). In contrast, participation in a JSC (ownership of shares) is recorded by the Central Depository, while the process is carried out through account opera - tors). Information on the participation of commercial co-operatives is not recorded by the Agency or in any outsourced registers.
31 CHAMBERS.COM
Powered by FlippingBook