ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog
tion (mostly typical for legal entities that provide financial, insurance and investment services,
In the case of a change of data regarding real beneficiaries, the change must be declared immediately after the disclosure to the legal entity but not later than 40 days after the change. The declaration on the UBOs and further chang - es in the declaration are submitted to the Agency through the website bo.e-register.am (see the procedure for filling out the application below). In this case, the declaration shall be signed via electronic signature accepted by the govern - ment. Completion of the declaration is possible through an authorised person, in which case a power of attorney is required. The liability for the failure to submit a declaration on UBOs within the period prescribed by law by an entity obliged to submit such a declaration, as well as for presenting it in violation of the law or inadvertently presenting incorrect or incom - plete data in the declaration, according to the RA Law on Administrative Offences, can be a warn - ing or a fine of up to AMD100,000. In addition, if the declaration on the UBOs contains false information or lacks information which should have been included, and the person submitted the false information wilfully, they can be held criminally liable. In addition, if the obligation to submit confirma - tion or amended information on UBOs is violated each year for three years in a row, as well as in cases of repeated or gross violation of the rules regarding submitting a declaration, the Agency may apply to the court to dissolve the legal entity. Approval of Financial Statements Companies need to submit financial statements to the State Revenue Service: • annually for profit taxes;
and investment funds). Change of Shareholder
Participation in the share capital of an LLC needs to be registered with the Agency (open to the public). In contrast, participation in a JSC (ownership of shares) is recorded by the Central Depository, while the proceeding is carried out through account operators). Information on the participation of commercial co-operatives is not recorded by the Agency or in any outsourced registers. While changing the participation in an LLC, the articles of incorporation must be changed as far as it is mandatory to include that data in the arti - cles of incorporation and keep them up to date. Information about shareholders of a JSC is not required to be included in its articles of incorpo - ration except at the stage of incorporation of the company (ie, the initial registration of the articles of incorporation). Thus, a shareholder change must only be recorded in the company’s share - holders register by the account operators. UBO There is an obligation to submit a declaration to the Agency in the case of a change of UBO. The legal entity shall submit the following report/ information to the Agency by 20 February of each year: • confirmation that the information on the UBOs submitted to the Agency in the last declaration was still accurate as of 31 December of the previous year; or • changes in the information on the legal entity’s UBOs.
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