Doing Business In... 2025

Definitive global law guides offering comparative analysis from top-ranked lawyers

CHAMBERS GLOBAL PRACTICE GUIDES

Definitive global law guides offering comparative analysis from top-ranked lawyers

Contributing Editor Philip Tully Matheson

Global Practice Guides

Doing Business In...

Contributing Editor Philip Tully Matheson LLP

2025

Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair and Stephen Dinkeldein Content Reviewers Vivienne Button, Lawrence Garrett, Sean Marshall, Marianne Page, Heather Palomino and Adrian Ciechacki Content Coordination Manager Nancy Laidler Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Hannah Leinmüller Head of Production Jasper John Production Coordinator Genevieve Sibayan

Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com

Contents

INTRODUCTION Contributed by Philip Tully, Matheson LLP p.6

DOMINICAN REPUBLIC Law and Practice p.200 Contributed by Headrick Rizik Álvarez & Fernández

ARMENIA Law and Practice p.9 Contributed by Concern Dialog

DRC Law and Practice p.226

Contributed by ProximA International Trends and Developments p.253 Contributed by ProximA International EGYPT Law and Practice p.260 Contributed by Soliman, Hashish & Partners Trends and Developments p.280 Contributed by Soliman, Hashish & Partners

BAHAMAS Law and Practice p.35

Contributed by Graham Thompson Trends and Developments p.54 Contributed by Graham Thompson

BRAZIL Law and Practice p.58 Contributed by Azevedo Sette Advogados Trends and Developments p.82 Contributed by Arruda Alvim, Aragão, Lins & Sato Advogados

GIBRALTAR Law and Practice p.287 Contributed by ISOLAS LLP

BURKINA FASO Law and Practice p.88 Contributed by SCP Yanogo Bobson

INDIA Trends and Developments p.315 Contributed by Shardul Amarchand Mangaldas & Co.

CABO VERDE Law and Practice p.108 Contributed by Raposo Bernardo & Associados Trends and Developments p.134 Contributed by Raposo Bernardo & Associados

INDONESIA Law and Practice p.325 Contributed by ABNR Counsellors at Law

IRAQ Law and Practice p.352 Contributed by MENA Associates in association with AMERELLER

CAYMAN ISLANDS Law and Practice p.141 Contributed by Maples Group

IRELAND Law and Practice p.365 Contributed by Matheson LLP

COLOMBIA Law and Practice p.168 Contributed by Baker McKenzie S.A.S. Trends and Developments p.191 Contributed by Baker McKenzie S.A.S.

JAPAN Law and Practice p.394 Contributed by Anderson Mori & Tomotsune Trends and Developments p.420 Contributed by Oh-Ebashi LPC & Partners

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Contents

KUWAIT Law and Practice p.429 Contributed by ASAR – Al Ruwayeh & Partners

PHILIPPINES Trends and Developments p.670 Contributed by Cruz Marcelo & Tenefrancia POLAND Law and Practice p.678 Contributed by Clifford Chance SAUDI ARABIA Law and Practice p.709 Contributed by Derayah LLPC SEYCHELLES Law and Practice p.734 Contributed by Rivard Nariman Trends and Developments p.751 Contributed by Rivard Nariman SOUTH KOREA Trends and Developments p.755 Contributed by Lee & Ko SRI LANKA Law and Practice p.759 Contributed by Varners Trends and Developments p.785 Contributed by Varners SWITZERLAND Law and Practice p.790 Contributed by Walder Wyss Ltd UAE Law and Practice p.817 Contributed by Habib Al Mulla & Partners Trends and Developments p.844 Contributed by Habib Al Mulla & Partners

LIBYA Law and Practice p.452 Contributed by Zahaf & Partners

MALDIVES Law and Practice p.470 Contributed by Premier Chambers LLP

MAURITIUS Law and Practice p.498 Contributed by Venture Law NETHERLANDS Law and Practice p.528 Contributed by BUREN NIGERIA Law and Practice p.559 Contributed by ǼLEX

OMAN Law and Practice p.586 Contributed by Said Al Shahry & Partners (SASLO)

PANAMA Law and Practice p.611 Contributed by BDO Panama Trends and Developments p.632 Contributed by BDO Panama

PERU Law and Practice p.638 Contributed by Thorne, Echeandia & Lema Abogados Trends and Developments p.665 Contributed by Vega, Valdivieso, Guerra & Cavero – Vega & Abogados

UK Law and Practice p.851

Contributed by Taylor Wessing LLP Trends and Developments p.875 Contributed by Taylor Wessing LLP

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Contents

US VIRGIN ISLANDS Trends and Developments p.881 Contributed by Marjorie Rawls Roberts PC USA – NEW YORK Trends and Developments p.891 Contributed by Clifford Chance US LLP

VIETNAM Law and Practice p.896 Contributed by ACSV Legal Trends and Developments p.924 Contributed by ACSV Legal

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INTRODUCTION

Contributed by: Philip Tully, Matheson LLP

Matheson LLP is the law firm of choice for in - ternationally focused companies and financial institutions doing business in and from Ireland. Established in 1825 in Dublin, Ireland, Mathe - son LLP celebrates its 200 year anniversary in 2025. The firm has offices in Dublin, Cork, Lon - don, New York, Palo Alto and San Francisco, almost 900 people work across the firm’s six of - fices, including 127 partners and tax principals

and over 600 legal, tax and digital services pro - fessionals. The firm’s expertise is spread across more than 30 practice groups. Its clients include over half of the world’s 50 largest banks, seven of the world’s ten largest asset managers and seven of the top ten global technology brands, and it has advised the majority of the Fortune 100 companies.

Contributing Editor

Philip Tully is a partner in Matheson’s tax department and is a member of the firm’s

corporate tax. His main focus is on cross- border reorganisations, inward investment projects and cross-border tax transactions, as well as transfer pricing matters and tax disputes. He is a member of the Law Society of Ireland, the Irish Tax Institute and the International Bar Association.

international business group and US business group. He advises multinational corporations doing business in and from Ireland on all aspects of

Matheson LLP 70 Sir John Rogerson’s Quay Dublin 2 Ireland Tel: +353 1 232 2000 Fax: +353 1 232 3333 Email: dublin@matheson.com Web: www.matheson.com

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INTRODUCTION Contributed by: Philip Tully, Matheson LLP

Introduction The seventh edition of Chambers Global Prac - tice Guides: Doing Business In... is issued with the world’s economy facing significant uncer - tainty against a backdrop of ongoing economic and political crises. Economic growth is weaker in 2025 than origi - nally anticipated and forecasts are markedly down compared to 2024. Decreases in inflation have stalled and ongoing geopolitical tensions have contributed to the uncertain outlook. One of the key trends that has emerged in 2025, and a significant contributing factor to economic activity being depressed and investment deci - sions being stalled, is the trade tensions that have developed amongst the world’s largest trading partners. One key feature of the first half of 2025 has been the implementation by the new US administration of a number of significant tariff policy positions in advance of trade negotiations with a number of partners. This has triggered a departure from the relative stability of the global trade framework of the past century, resulting in increased uncer - tainty for businesses and policymakers globally. This year has also seen a general decline of mul - tilateralism in international policy matters and a rise in focus on regional interests as nations reassess and re-orientate their priorities, in some cases adopting more protectionist policies. This can be seen in the area of international taxa - tion, where OECD members have thus far failed to reach agreement on the OECD’s Two Pillar solution to reform international tax rules for the digital age. While some countries, including the EU member states, have implemented a minimum 15% tax

(in line with the OECD’s Pillar Two proposals), certain aspects of these rules are now subject to doubt following confirmation from the US administration that they will not implement the Pillar Two rules but instead want a safe harbour to ensure that the US tax system sits side-by- side with the Pillar Two tax regime. Negotiations on the OECD’s Pillar One frame - work have stalled, increasing the possibility for further destabilisation and fragmentation in the international tax framework as certain jurisdic - tions consider implementing digital services taxes and other unilateral tax measures, even in light of potential retaliation from the US. Despite this volatile macro-environment, busi - nesses and investors are proving resilient. One welcome development of the past 12 months has been a much-needed refocus by govern - ments, particularly in Europe, on competitive - ness and specifically on simplification measures and de-regulation. As governments respond to these macro challenges and seek to encourage growth, 2025 has seen the emergence of a will - ingness to reduce compliance and administra - tive burdens. In Europe, the EU Commission is seeking to address recommendations from the recent Draghi report on competitiveness. The Commis - sion is aiming to reduce administrative burdens by 25% by 2029 and has started adopting a number of proposals to make the EU’s econo - my more competitive by eliminating overlapping, unnecessary or disproportionate measures that create barriers for EU companies. Looking ahead at key trends in the business environment, the speed of technological change and the rise of generative AI offers hope of gen - erating opportunities for businesses but may

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INTRODUCTION Contributed by: Philip Tully, Matheson LLP

also create legal challenges and require adap - tation in many areas of business and law. The use of AI continues to build momentum as busi - nesses continue to invest in ways that AI can drive efficiencies and revolutionise processes. What is therefore evident again this year is that businesses and investors, who remain intercon - nected globally, even as government policies diverge, must keep up-to-date with the many changes in laws and regulations taking place around the world, with the pace of change from governments and regulators seemingly ever increasing. In the context of this global macro environment, the 2025 edition of the Doing Business In... guide provides a concise summary of the key legal and tax considerations for doing business in coun -

tries around the world. It serves as an essential reference point for both lawyers and investors looking to understand the basic principles and legal frameworks of the relevant jurisdictions. The contributing experts for each jurisdiction have followed a common template, allowing readers to easily compare and contrast differ - ent jurisdictions. The guide also summarises recent develop - ments and updates that are of particular impor - tance for those doing business in 2025. We would like to thank all of the participating contributors for their efforts in making this Doing Business In... guide such a vital resource and an essential component of the Chambers Global Practice Guides series.

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ARMENIA

Russia

Georgia

Armenia

Yerevan

Azerbaijan

Law and Practice Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan Concern Dialog Contents 1. Legal System p.13 1.1 Legal System and Judicial Order p.13 2. Restrictions on Foreign Investments p.14 2.1 Approval of Foreign Investments p.14 2.2 Procedure and Sanctions in the Event of Non-Compliance p.14 2.3 Commitments Required From Foreign Investors p.15 2.4 Right to Appeal p.15 3. Corporate Vehicles p.15 3.1 Most Common Forms of Legal Entity p.15 3.2 Incorporation Process p.16 3.3 Ongoing Reporting and Disclosure Obligations p.17 3.4 Management Structures p.19 3.5 Directors’, Officers’ and Shareholders’ Liability p.20 4. Employment Law p.21 4.1 Nature of Applicable Regulations p.21 4.2 Characteristics of Employment Contracts p.21 4.3 Working Time p.22 4.4 Termination of Employment Contracts p.22 4.5 Employee Representations p.23 5. Tax Law p.24 5.1 Taxes Applicable to Employees/Employers p.24

Turkey

Iran

5.2 Taxes Applicable to Businesses p.24 5.3 Available Tax Credits/Incentives p.25 5.4 Tax Consolidation p.25 5.5 Thin Capitalisation Rules and Other Limitations p.25 5.6 Transfer Pricing p.25 5.7 Anti-Evasion Rules p.26 5.8 Tariffs p.27 6. Competition Law p.27

6.1 Merger Control Notification p.27 6.2 Merger Control Procedure p.28 6.3 Cartels p.28 6.4 Abuse of Dominant Position p.29

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ARMENIA CONTENTS

7. Intellectual Property p.29 7.1 Patents p.29 7.2 Trade Marks p.29 7.3 Industrial Design p.30 7.4 Copyright p.30 7.5 Others p.31 8. Data Protection p.32

8.1 Applicable Regulations p.32 8.2 Geographical Scope p.33 8.3 Role and Authority of the Data Protection Agency p.33 9. Looking Forward p.34 9.1 Upcoming Legal Reforms p.34

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

Concern Dialog is a top-tier, full-service law firm, headquartered in Yerevan, Armenia. It has been a trusted partner for businesses and individuals seeking legal counsel and representation since 1998. The firm is renowned for its work in the areas of corporate law, labour law, competition law, tax law, contract law, family law (including child abduction cases), and regulatory issues. Concern Dialog has extensive experience in regulatory matters in TMT, mining, energy, utili - ties, banking and finance, medical services, real

estate, and not-for-profit sectors. In addition to its renowned consulting and transaction prac - tice, the firm’s litigation practice is regarded as one of the leaders in Armenia for landmark liti- gation and arbitration cases. Concern Dialog’s membership of TagLaw and Nextlaw networks, as well as its co-operation with individual law firms from various jurisdictions, allow the firm to provide services to its Armenian clients virtually worldwide. Members of the law firm are identi - fied as “top tier” by Chambers and Partners.

Authors

Aram Orbelyan is a managing partner at Concern Dialog, leading the firm’s dispute resolution practice. He represents clients’ interests in civil and administrative

Narine Beglaryan is a senior partner at Concern Dialog, leading the firm’s corporate law and M&A area of practice, as well as banking law and capital markets, data protection and

proceedings, as well as commercial and investment arbitrations, provides advice and performs representation in proceedings related to international law. Aram is also involved in deal-signing projects. His internationally recognised expertise has consistently earned him rankings in Chambers and Partners guides and other esteemed legal directories. Aram is a board member of the Arbitrators’ Association of the Republic of Armenia, and is included in the lists of arbitrators of several arbitration centres in Armenia and abroad.

privacy practices. Her role encompasses providing expert legal advice and litigating on behalf of clients. Narine Beglaryan has been a licensed attorney since 2012. She joined the Concern Dialog team in 2013. With over 15 years of experience, her expertise is recognised internationally, as evidenced by her inclusion in Chambers and Partners guides and other esteemed legal directories. Prior to joining the Concern Dialog team, she worked for seven years in a bank and in the telecommunications sector (as in-house counsel).

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

Artur Hovhannisyan is a senior partner at Concern Dialog. He leads the general administrative law, administrative law litigation, tax law, and governmental relations (legislation drafting and

Lilit Karapetyan is a partner at Concern Dialog. She leads the firm’s business establishment and competition practices in Armenia, and also ensures compliance with environmental

concept development) practices of the firm. His work encompasses consulting in these areas, alongside representation in judicial and administrative bodies. Before joining the firm in 2019, Artur worked for 14 years at the Ministry of Justice, where he held several positions, including First Deputy Minister of Justice of the Republic of Armenia. Additionally, he served as First Deputy President of the RA Chamber of Advocates for three years.

legislation. She has been a licensed attorney since 2018. She joined Concern Dialog in 2017. Previously, she worked in the Institute of the Mediator of the Financial System. Lilit received a Master’s (LLM) from the University of Exeter, England, specialising in international commercial law. She also shares her expertise by teaching at the French University in Armenia and by chairing the ADR Commission and the ICC’s Armenia Chapter

Sarkis Knyazyan is a non-equity partner, attorney and licensed patent and trade mark agent at Concern Dialog. He leads the firm’s IP practice, specialising in trade marks, industrial designs,

Shushanik Stepanyan is a senior associate at Concern Dialog. She leads the labour law practice. Shushanik provides advice on labour law and representation in labour

geographical indications and copyright. Sarkis Knyazyan was founder and managing partner of Arluys CJSC (previously Knyazyan and Partners) before the merger of the firms. He was an adviser to the Ministry of Economy of Armenia and served as an IP expert for the Council of Europe and the World Intellectual Property Organization. Sarkis received his Master’s in IP from the University of New Hampshire, Franklin Pierce School of Law. He is a board member of Armenia’s Intellectual Property Rights Center Foundation.

disputes (representing both employers and employees). Additionally, she offers judicial representation in other civil cases. She joined Concern Dialog in 2019. Previously, Shushanik worked for over five years as a judge’s assistant in the RA Civil Court of Appeal, gaining valuable insights into civil law procedures and practices.

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

Concern Dialog Law Firm 1 Charents St Office 207 Yerevan, 0025 Armenia

Tel: +374 60 278888 Email: info@dialog.am Web: www.dialog.am

1. Legal System 1.1 Legal System and Judicial Order Armenia is a unitary parliamentary repub - lic (based on the Constitution, as amended in 2015). Armenia belongs to the (continental) civil law system. The Civil Code is based on the Napoleonic Code, while administrative law was developed based on the German model. In Armenia, only courts are authorised to admin - ister justice. The following courts operate in Armenia: • the Constitutional Court (responsible for con - stitutional justice); • the Court of Cassation (the highest court outside of constitutional justice; it ensures the uniform application of legislation and elimi - nates the fundamental violations of human rights and freedoms); • the criminal, civil, administrative and anti-cor - ruption courts of appeal (these are responsi - ble for reviewing the judicial acts of the courts of first instance; they mostly act as courts of law, with a limited capacity to act as courts of fact – mostly in administrative and criminal proceedings);

• the courts of first instance of general jurisdic - tion; • the Administrative Court; • the Court of Bankruptcy (with jurisdiction to manage bankruptcy cases); and • the Anti-corruption Court. The Administrative Court has jurisdiction over all cases arising from public relations (both those between public bodies and those between pub - lic bodies and individuals), including disputes relating to public or alternative service and dis - putes between administrative bodies not sub - ject to settlement by order of precedence. The Administrative Court is the body empowered to review fines and other administrative acts. Start - ing from 1 January 2025, cases related to dis - putes concerning entering into public or alterna - tive service, performing such service, exemption from service, and being subjected to disciplinary liability will be examined not by the Administra - tive Court, but by the first instance courts of gen - eral jurisdiction. The Court of Bankruptcy is responsible for man - aging bankruptcy cases.

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

The Anti-Corruption Court has criminal and civil jurisdiction. The criminal jurisdiction covers criminal cases with corruption-related charges. Within the civil jurisdiction, the court deals with civil forfeiture cases and recovery of damages to state and other public entities caused by crimes. The courts of first instance of general jurisdiction have jurisdiction over all other cases which are not subject to other courts. 2. Restrictions on Foreign Investments 2.1 Approval of Foreign Investments The Law on Foreign Investments defines a for - eign investor as a foreign state, a foreign legal entity, a foreign citizen, a stateless person, a citi - zen of Armenia permanently residing outside of Armenia, or any international organisation that engages in investment in Armenia according to the legislation in force. Foreign investment is further defined as any property, including finan - cial resources and intellectual values, directly invested by a foreign investor as defined above in commercial or other activities in Armenia to gain profit, revenue or any other benefit. Based on the practice established by Armenian courts, only those assets which are invested in the company’s equity (via relevant corporate decisions) shall be considered as investments. As a general remark, Armenian law in this area does not determine requirements for pre-approv - al or approval of such foreign investment by any state body. Accordingly, besides the generally applicable processes for carrying out business in Armenia, the law does not determine any such pre-approval requirements.

That being said, in specific sectors, approval of the investment plan assures incentives and other benefits to the investor. For example, according to the Land Code of the Republic of Armenia (RA), property owned by the state or community can be donated for social or charitable purposes or for implementing invest - ment plans approved by the government of the RA. Such a decision of the government and the donation agreement indicate the sole purposes for which the donated land can be used. Furthermore, investors can be entitled to specif - ic tax or customs incentives in specific cases if the government approves the granting of incen - tives per a submitted investment plan under the particular decree of government specifying the incentives. For example, investors might apply for a five-year exemption from customs duties during the implementation of their investment plan. Furthermore, investments in public service sec - tors can be considered by the Public Services Regulatory Commission (PSRC) when determin - ing tariffs for public services. However, obtaining an operational permit in these sectors is not con - tingent on the submission of an investment plan. In general, the stated cases concern benefits to and incentives for the investor rather than a pre-approval process to protect the investment or for the investment to be qualified as a foreign investment. 2.2 Procedure and Sanctions in the Event of Non-Compliance As described in 2.1 Approval of Foreign Invest- ments , there is no mandatory regulation of pre- approval mechanisms for investment plans; ie, there is no requirement to invest with prior

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

approval of state bodies. As a general rule, there is no procedure or sanction regarding the super - vision or fulfilment of an investment plan as well. However, once incentives are granted under a government-approved investment plan, the investment plan will be subject to reporting to the government, and failure in fulfilment thereof may cause or will cause liabilities depending on the type of incentive granted and the conditions of the government decree on approval of the investment plan under which the incentives are granted. For instance, in the case of incentives for land purchase, the consequence may be the judicial cessation of ownership rights over the land plot should the land plot be used for pur - poses other than those granted. 2.3 Commitments Required From Foreign Investors The applicable legislation indicates no such specific commitments. However, under the law on public-private partnerships, the government may agree with the investor on specific com - mitments on a case-by-case basis. As a matter of practice, such commitments can be imposed under the government decree on approval of the investment plan. 2.4 Right to Appeal There is no specific process applicable to the appeal of government decisions concerning failure to approve an investor’s investment plan. Theoretically, however, the generally applicable administrative litigation processes concern - ing the appeal of administrative bodies’ deci - sions would apply. The recipient of a decision not to grant consent to the investment plan can bring a claim to challenge the decision before the Administrative Court. Such a claim must be brought within two months of receipt of the deci - sion.

However, the grounds and scope for potential arguments are limited. The government enjoys considerable discretion in approving invest - ment plans, with no specific criteria for rejec - tion outlined. Technically, an appeal can be filed for procedural violations or breaches of equality requirements, where administrative bodies are required by law to treat similar cases consist - ently. In any case, it is important to reiterate that no prior authorisation for foreign investment is required, and the involvement of the government (and other state bodies) is necessary only for additional incentives or where there is a general licensing or permission procedure (not linked to the specific status as a foreign investor). 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The most common business vehicles are limited liability companies (LLCs) and joint-stock com - panies (JSCs). In both cases, the liability of shareholders (or, in the case of LLCs, participants) is limited. Furthermore, no requirements for the minimum share capital or a minimum number of share - holders are determined. However, minimum capital requirements are envisaged in several sectors (mainly for financial institutions). Both LLCs and JSCs are governed by the meet - ing of shareholders (participants), which is the highest governing body. The sole director, in the case of LLCs or, in the case of JSCs, a sole director (CEO) or a collegial executive board (directorate), carries out the company’s ongo - ing management. The establishment of a board (board of directors) is possible in either type,

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

3.2 Incorporation Process The process of incorporation of both LLCs and JSCs is fairly straightforward. The registration of both types of entities before the Agency for State Register of Legal Entities of the Republic of Armenia (the “Agency”) is free of charge. How - ever, JSCs must engage private entities (account operators) licensed by the Central Depository for share registry keeping, incurring additional expenses compared to LLCs. The process of registration itself takes no more than two working days after submitting the nec - essary package of documents. For JSCs, the registry-keeping process may be longer, as account operators conduct KYC and due dili - gence procedures before entering into registry keeping agreements. Foreign investors should consider the following nuances in the incorpora - tion process. Template (Pre-approved) Package-Based Registration of LLCs If the founder(s) of an LLC is an individual, and both the director and the founder(s) are in Arme - nia, the establishment process is relatively quick. They can simply visit the Agency with their pass - ports (and verified translations if applicable) and answer basic questions from an Agency employ - ee. The employee will provide a standard, pre- approved template package (in Armenian), and the company can be registered in under half an hour, free of charge. The Standard Process of Establishment and Registration of LLCs As an alternative, the founding and governing documents of the LLC (founding decision, char - ter) can be drafted to meet the specific needs and requirements of the founders, including preparing multilingual versions (the Armenian version shall still prevail), establishing specific

with the Law on JSCs regulating specific require - ments and the scope of authorities of such a board. In contrast, the Law on LLCs is silent on most of these issues, allowing the companies to determine the scope at their discretion. The main differences between the two types of entities are as follows. LLCs are preferred when the shareholding and management structures are straightforward and less complex. For JSCs, it is possible to have multi-layered, complex management structures (including the collegial executive body) and regulate the relationships between the share - holders, including through shareholders’ agree - ments, etc. Furthermore, in LLCs, the participant has a right to exit from the company without the consent of the other participants and request the company to pay the market value of its share. The partici - pant with 10 or more percent in the charter capi - tal may bring a claim to remove the participant from the company if that participant hinders the company’s activities. Finally, a significant difference to consider is that the information on the participants of LLCs is open to the public; however, in the case of JSCs, the information on shareholders is maintained by private registry keepers and is not provided to third persons without the company’s consent. At the same time, since 2023 all the companies are obliged to disclose their UBOs, and that infor - mation on UBOs is publicly and freely available on the webpage of the State Registry of Legal Entities. Therefore, irrespective of the corporate type, the information on the UBOs of any com - pany is publicly available.

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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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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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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

• monthly for VAT and taxes on the income of individuals (if income is reported by an indi - vidual themselves, then the reporting is done annually); • quarterly for turnover tax (if the company operating within a turnover tax regime/simpli - fied system for small businesses); and • annually for micro-taxes (if the company pays taxes under this special regime). As a general rule, there is no requirement for companies to disclose their financial statements. Depending on the type of business activity or size of the company, the law may specifically mandate companies to publish financial state - ments and financial audit reports. For instance, medium-sized or large companies, banks, insur - ance companies, and investment fund managers must meet this requirement. Starting from the year 2024, resident individu - als of Armenia (in the beginning, only certain groups of individuals, and from the year 2026, all resident individuals) will be obliged to submit a simplified income tax calculation to the State Revenue Service. 3.4 Management Structures General Notes on Management Structure The highest governing body of the company is its general meeting of shareholders (partici - pants). All companies need to have at least one executive body. There are specific cases defined in the law when the company must have a board of directors. Open JSCs or companies with activities in spe - cific areas, such as banking and insurance, must have a board of directors. The board of directors of an open JSC must have an audit committee under it.

Under its articles of incorporation, the company may declare and set forth the collective execu - tive body. The Powers of the General Meeting The general meeting approves the amendments to the articles of incorporation, decides on reorganisation and liquidation of the company, approves final, interim and liquidation balance sheets, and appoints the liquidation committee. The general meeting approves the number of board members, elects board members, termi - nates their powers and appoints and dismisses the executive body (unless these authorities are delegated to the board of directors). Increasing and reducing charter capital, approving the com - pany’s annual report, distributing dividends, and approving significant transactions and transac - tions with conflicts of interest are powers of the The Law on LLCs does not explicitly define the powers of the board of directors, allowing flexibility for these powers to be outlined in the articles of incorporation or charter. However, the board cannot exercise powers exclusively reserved for the general meeting or executive body. Conversely, the Law on JSCs provides a specific list of exclusive powers for the board of directors. It stipulates that, in the absence of a board of directors, these powers are exercised by the general meeting – except for those relat - ing to the organisation of the general meeting itself, which then fall under the competence of the executive body. general meeting as well. The Board of Directors The board of directors of a JSC determines and approves the strategy of the company, decides on using the reserve fund and other funds of the company, and approves (i) internal docu - ments regulating the activities of the company’s

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

governance bodies; (ii) the administrative and organisational structure of the company; and (iii) a list of the company’s staff positions. It also establishes branches and representative offices and exercises the powers related to convening the general meeting and other powers defined in the law. The Executive Body The single-person executive body or head of the collegial executive body is responsible for the company’s day-to-day activities and has the authority to represent the company without requiring a letter of authorisation. The direc - tor is entitled to issue letters of authorisation, conclude agreements and contracts, perform banking operations, issue orders, directives, and binding instructions, supervise their implemen - tation, decide on employment and dismissal, apply incentives, and impose disciplinary action on employees. 3.5 Directors’, Officers’ and Shareholders’ Liability Liability of Board Members and Executive Body Both the Law on LLCs and the Law on JSCs (the latter consists of more detailed regulation on the matter) determine the liability of board members and the executive body. The rules are the following: the board members and executive body must act for the benefit (in the interest) of a company in good faith and reasonable manner and avoid actual and pos - sible conflicts of interest while exercising their rights and performing their obligations (fiduciary duty). The Law on JSCs also forbids a person who may, by virtue of participation in the charter capital of the company or other circumstances, have a material impact on the decisions of the company from inducing board members or the

executive body to make decisions that contra - dict the interests of the company or the legiti - mate interests of shareholders who cannot have a material impact on the decisions of the board. The board members and executive body may be released from liability if (i) there is no damage caused by their fault (applicable only to LLCs), (ii) they voted against the decision, (iii) they did not participate in the meeting, or (iv) they acted in good faith – ie, did not know or could not have known that the company would incur losses as a result of their actions or omissions (applicable only to JSCs). The resignation, recall or dismissal of a board member or the executive body does not exempt them from liability for the damage caused to the company. If the damage was caused to the LLC by one of its board members or the executive body, any shareholder (participant) of the company and the company may apply to court on behalf of the company against that board member or execu - tive body and claim damages. If the damage was caused to the JSC by one of its board members or the executive body, the claim for compen - sation of damages against that board member or executive body might be brought against the company or its shareholder(s) (jointly) owning 1% or more of the placed common (ordinary) stocks of the company. A breach of fiduciary duty might cause criminal liability for a board member or executive body if their actions or omissions cause essential damages. Shareholders’ Liability Under Armenian law, the separation of liability of a legal entity from its shareholders’ liability is determined. Armenian legislation allows for the “piercing of the corporate veil” in specific cases of activi -

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

4.2 Characteristics of Employment Contracts The Labour Code mandates that employment contracts should be concluded or issued in writ - ing and should contain specific terms, such as: • the date, month, year and location of adopt - ing an individual legal act or concluding an employment contract; • the employee’s first and last name, as well as their patronymic name; • the name of the organisation or, if applicable, the first and last name of the employer as an individual, and their patronymic name; • the place of work; • the organisational unit within the company, if applicable; • the date, month and year when the employ - ment begins; • the job title and/or job responsibilities, or a reference to the document defining the func - tions stemming from the position; • the base salary amount (including taxes, social payments, or other mandatory pay - ments stipulated by law) and/or the method used to determine it (hourly, daily, piecework, or monthly rate); • additional allowances, bonuses, subsidies, etc, which are/shall be provided to employees according to established procedures; • the duration of validity for the individual legal act or employment contract if required; • the duration and conditions of the probation - ary period (where applicable); • the work schedule (normal working hours, part-time, reduced working hours, or cumula - tive working time) and the weekly duration (excluding cumulative working time); • the type and duration of annual leave, includ - ing minimum, additional or extended vaca - tion;

ties between parent and daughter or dependent companies (subsidiaries). The daughter compa - ny must not be liable for the obligations of the parent company, but the parent company must bear joint and several liabilities with the daugh - ter company if the parent company (i) has the right to give binding instructions to the daughter company and (ii) transactions are concluded in pursuance of that instruction. Other shareholders of a daughter company also have a right to claim from the parent company compensation for any damages caused to the daughter company by the fault of the parent company – ie, when the damage is caused by the execution of binding instructions given by the parent company. The parent company must bear subsidiary liabil - ity for the debt of the daughter company in the case of bankruptcy of the latter if the bankruptcy is caused by the fault of the parent company – ie, when the damage is caused as the result of the execution of binding instructions given by the parent company. 4. Employment Law 4.1 Nature of Applicable Regulations The primary sources regulating labour relations in Armenia are the Labour Code and relevant international treaties. Specific regulations of the Civil Code and legislation regulating different types of state service (civil service, military and diplomatic service, etc) regulate particular types of labour relations. Finally, specific aspects of labour relations are regulated by the Law on Foreigners, the Law on Labour and Collective Agreements, and internal and individual legal acts of the employer.

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ARMENIA LAW AND PRACTICE Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog

4.3 Working Time Under Armenian legislation, the regular working hours must not exceed 40 hours per week and eight hours per day (exceptions are specified by the Labour Code, other laws or legal acts). Certain categories of employees, such as those working in healthcare organisations with contin - uous duty, guardianship organisations, children’s educational institutions, specialised energy, gas and heat supply organisations, specialised com - munication and emergency response services, etc, may have 24-hour continuous work shifts. The specific list of such occupations is deter - mined by the government of the Republic of Armenia. Any work performed beyond the specified limits shall be classified as overtime work and must be compensated according to the following rate: for each hour of overtime, in addition to the regular hourly rate, a supplement of no less than 50% of the hourly rate must be provided. The total working hours, including overtime, must not exceed 12 hours per day (including breaks for rest and meals) and 48 hours per week. 4.4 Termination of Employment Contracts An employment contract can be terminated through various means. The most common cases are: • termination at the employee’s initiative; • mutual agreement; • expiration of the contract; or • termination at the employer’s initiative. The employment contract can also be termi - nated by the force of law. For example, when

• the position, first name and last name of the person signing the legal act on behalf of the organisation; and • the methods by which the employer and employee shall notify each other regarding employment-related matters. Parties to the contract can agree to include addi - tional conditions in the employment contract or individual legal act, but these conditions must be no less favourable than what is established by law. Fixed-Term Contracts Generally, an employment contract is intended to be of indefinite duration. However, it is also possible to conclude an employment contract with a fixed term if labour relations cannot be defined for an indefinite period, considering the conditions or the nature of the work to be done. The Labour Code specifies certain circum - stances in which an employment contract may be concluded for a fixed term. These include the following cases: • with employees holding elected positions for the specified term; • with employees appointed for a duration pre - scribed by law; • with employees performing seasonal work; • with individuals engaged in temporary work lasting up to two months; • with an employee who is filling in for a tempo - rarily absent employee; • with learners undergoing practical workplace training and performing specific work within the framework of work-based learning under a vocational education and training pro - gramme; and • with foreigners for the duration of validity of a work permit, in cases when a work permit is required for employment by RA legislation.

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