ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog
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 verification 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 equiva - lent; 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 prepara - tion of the founding documents and submission thereof to the Agency (similar to the registration of an LLC). The second stage is the registra - tion of the company’s shares with the Central Depository through one of the account operators (to ensure the quality of services and compe - tition, the Central Depository does not provide services 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 companies shall submit declarations on their ultimate beneficial owners (UBOs), disclosing the full ownership structure up to the beneficial owner. Such declaration shall also include the notarially verified translations of the UBOs’ pass - ports if the UBO is a foreign national. 3.3 Ongoing Reporting and Disclosure Obligations Changes of Management According to the general rules of Armenian leg - islation, only the head of the executive body is
subject to registration with the Agency. Hence, the company needs to disclose a change in the 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 directors, 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 case of amendment of articles of incorpora - tion in part or in whole (new edition of articles of incorporation/charter), the amendments must be filed for registration with the Agency. The com - pany needs to change its articles of incorpora - tion when, for instance, it changes its firm name, address, charter capital or corporate govern - ance process. The process and requirement for registration of amendments to the articles of incorporation/ charter may have some peculiarities depend - ing on the reasons 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 payment of the investment for registration. There may be some differences, depending on the compa - ny’s business activity, when the Central Bank, instead of the Agency, is responsible for registra -
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