Definitive global law guides offering comparative analysis from top-ranked lawyers
CHAMBERS GLOBAL PRACTICE GUIDES
Investing In... 2026 Definitive global law guides offering comparative analysis from top-ranked lawyers
Contributing Editor G. J. Ligelis Jr. Cravath, Swaine & Moore LLP
Global Practice Guides
Investing In... Contributing Editor G. J. Ligelis Jr. Cravath, Swaine & Moore LLP
2026
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 Tsang Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Joanna Chivers 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
Copyright © 2026 Chambers and Partners
Contents
INTRODUCTION Contributed by G. J. Ligelis Jr., Cravath, Swaine & Moore LLP p.5
CROATIA Law and Practice p.178 Contributed by Babic & Partners
ANGOLA Trends and Developments p.10 Contributed by FBL ADVOGADOS
DEMOCRATIC REPUBLIC OF CONGO Law and Practice p.194 Contributed by LegalterLaw
ARMENIA Law and Practice p.13
FRANCE Law and Practice p.211
Contributed by Andersen Legal Trends and Developments p.27 Contributed by Andersen Legal AZERBAIJAN Law and Practice p.33 Contributed by MGB Law Offices BANGLADESH Law and Practice p.48 Contributed by DFDL Bangladesh
Contributed by Baker McKenzie Paris Trends and Developments p.229 Contributed by Baker McKenzie
GERMANY Law and Practice p.236
Contributed by Hengeler Mueller Trends and Developments p.256 Contributed by Hengeler Mueller
GREECE Law and Practice p.264
BRAZIL Law and Practice p.62 Contributed by Campos Thomaz Advogados
Contributed by Iason Skouzos TaxLaw Trends and Developments p.284 Contributed by Iason Skouzos TaxLaw HUNGARY Law and Practice p.292 Contributed by Bird & Bird Trends and Developments p.314 Contributed by Bird & Bird INDONESIA Law and Practice p.320 Contributed by ABNR Counsellors at Law JAPAN Law and Practice p.338 Contributed by Anderson Mōri & Tomotsune Trends and Developments p.354 Contributed by Anderson Mōri & Tomotsune
CAMEROON Law and Practice p.80
Contributed by Zangue & Partners Trends and Developments p.101 Contributed by Zangue & Partners
CHILE Law and Practice p.108 Contributed by Lathrop Mujica Herrera & Diez Abogados
CHINA Law and Practice p.127
Contributed by Fangda Partners Trends and Developments p.148 Contributed by Fangda Partners
COTE D’IVOIRE Law and Practice p.155
MAURITIUS Law and Practice p.361 Contributed by Venture Law
Contributed by Thiam & Associés Trends and Developments p.171 Contributed by Thiam & Associés
MEXICO Law and Practice p.378 Contributed by Deloitte Impuestos y Servicios Legales, S.C.
3 CHAMBERS.COM
Contents
NEW ZEALAND Law and Practice p.391
TAIWAN Law and Practice p.594 Contributed by Lee and Li Attorneys-at-Law Trends and Developments p.612 Contributed by Lee and Li, Attorneys-at-Law TAJIKISTAN Law and Practice p.620 Contributed by AAA Law Offices TURKS & CAICOS Law and Practice p.634 Contributed by Stanbrook Prudhoe UNITED ARAB EMIRATES Law and Practice p.642 Contributed by Hadef & Partners LLC Trends and Developments p.658 Contributed by Hadef & Partners LLC
Contributed by Webb Henderson Trends and Developments p.409 Contributed by Anthony Harper
PARAGUAY Law and Practice p.417
Contributed by BKM - Berkemeyer Trends and Developments p.435 Contributed by BKM - Berkemeyer
PERU Law and Practice p.443 Contributed by Thorne, Echeandia & Lema Abogados Trends and Developments p.459 Contributed by Thorne, Echeandia & Lema Abogados PHILIPPINES Law and Practice p.464 Contributed by Cruz Marcelo & Tenefrancia Trends and Developments p.481 Contributed by Cruz Marcelo & Tenefrancia PUERTO RICO Law and Practice p.488 Contributed by Pietrantoni Mendez & Alvarez LLC Trends and Developments p.504 Contributed by Pietrantoni Mendez & Alvarez LLC
US VIRGIN ISLANDS Law and Practice p.664 Contributed by Marjorie Rawls Roberts PC Trends and Developments p.682 Contributed by Marjorie Rawls Roberts PC (St Thomas - HQ)
USA Law and Practice p.691 Contributed by Cravath, Swaine & Moore LLP Trends and Developments p.708 Contributed by Cravath, Swaine & Moore LLP
SAUDI ARABIA Law and Practice p.511
VIETNAM Law and Practice p.713 Contributed by Asia Counsel Vietnam Law Company Limited Trends and Developments p.738 Contributed by Asia Counsel Vietnam Law Company Limited ZAMBIA Law and Practice p.747 Contributed by Dentons Eric Silwamba, Jalasi & Linyama Legal Practitioners Trends and Developments p.759 Contributed by Dentons Eric Silwamba, Jalasi & Linyama Legal Practitioners
Contributed by Hourani & Partners Trends and Developments p.530 Contributed by Hourani & Partners
SINGAPORE Law and Practice p.537 Contributed by Joyce A. Tan & Partners LLC
SOUTH KOREA Law and Practice p.558 Contributed by Yulchon LLC
SWITZERLAND Law and Practice p.576 Contributed by Advestra Trends and Developments p.590 Contributed by Advestra
ZIMBABWE Law and Practice p.763 Contributed by Scanlen & Holderness
4 CHAMBERS.COM
INTRODUCTION Contributed by: G. J. Ligelis Jr., Cravath, Swaine & Moore LLP
Cravath, Swaine & Moore LLP has been known as one of the premier US law firms for two centuries. The firm advises companies on their most critical needs, including across the full spectrum of corporate trans - actions, encompassing mergers, acquisitions, dives - titures, spin‑offs and joint ventures, as well as securi - ties offerings in the global debt and equity markets, bank financings, restructuring and bankruptcy mat - ters, and shareholder activism defence. Both US and
international clients rely on the firm’s leadership and expertise in their most transformative corporate mat - ters and high-stakes litigation, many of which involve multiple jurisdictions across diverse industries. The firm’s hallmark is its ability to bring together expertise across disciplines, delivering an integrated and col - laborative approach to clients on their most signifi - cant matters.
Contributing Editor
G. J. Ligelis Jr. is a partner in Cravath’s corporate department, where he advises on public and private mergers and acquisitions, corporate governance and general corporate matters. His M&A practice
has a particular focus on cross-border transactions. He is a member of the International Bar Association.
Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, NY 10001 USA
Tel: +1 212 474 1000 Fax: +1 212 474 3700 Email: newyork@cravath.com Web: www.cravath.com
5 CHAMBERS.COM
INTRODUCTION Contributed by: G. J. Ligelis Jr, Cravath, Swaine & Moore LLP
Global Overview The benefits of globalisation have been touted for decades now. For the developed world, globalisation can bring access to new markets, solutions for opti - mising supply chains, connection with a global talent pool and diversification of revenues. For the devel - oping world, globalisation can provide critical capital investment, importation of cutting-edge technology and expertise, and boosts to local employment and the economy at large. However, the past decade has also shone a light on some of the costs of globalisation, and the tide appears to be turning on the post-Cold War order erected on the back of globalisation. In recent years, businesses with a web of suppliers across the globe have become exposed to the fickle effects of shifting tax regimes, unpredictable supply chains, trade and actual wars, and global health crises. Countries that offshored large portions of their manu - facturing base have been faced with divisive social consequences at home, arising from disempowered and unemployed segments of the population. Gov - ernments that have provided open access to foreign investment in critical industries have found key assets in the hands of geopolitical rivals or businesses with unknown or opaque ties to foreign governments or state-owned enterprises. Developing nations have learned the hard way that the tap of foreign investment can be shut off as quickly as it is turned on – with dire consequences for currencies, capital accounts and economies. Nonetheless, while businesses may ensure more local supply redundancies and governments may erect bar - riers to entry for geopolitical foes, capital is likely to continue to follow its inexorable path to profitable investment. Navigating this complex and precarious environment for foreign direct investment (FDI) will only increase the demand for sound legal, financial, tax and operational advice for businesses that choose to look abroad for expansion, ideas and talent. As one of the most direct proxies for globalisation, FDI has followed a similar rocky path. In 2024, when excluding certain conduit countries, global FDI flows
decreased by 11% to USD1,493 billion, according to the UN Conference on Trade and Development. In 2024, the decline was more pronounced in greenfield investments than in cross-border mergers and acqui - sitions (M&A). Cross-border M&A increased by 14% in 2024 to reach USD443 billion, but remained below the average of the past decade. Greenfield FDI announce - ments (which reflect future investment plans) rose 3% in 2024, mainly in technologically and politically stra - tegic sectors, such as data centres, semiconductors, energy and advanced manufacturing, but total value declined by 5% compared to 2023. Global FDI flows in the first quarter of 2025 reached USD408 billion, which was 15% lower than in the first quarter of 2024 and 19% below the first quarter of 2023. While inflation and interest rates have come down from peak levels, constant geopolitical crises and increasingly protectionist domestic politics con - tinue to negatively impact global FDI flows in countries around the world. Throughout 2024, the USA was both the largest source of outbound FDI flows and the largest destination for inbound FDI flows. The US market continues to lead the global recovery and remain a few steps ahead of its peers in the developing world while continuing to tackle inflation and lower interest rates. Introduction to the Guide As a brief introduction to the content of this Cham - bers Global Practice Guide, Investing In... 2026, the purpose of each country-specific chapter is to pro - vide the reader with an understanding of the key legal issues that arise from investing in the subject country and to serve as a reference point for the key factors and considerations that should be evaluated prior to making a foreign investment in that country. The Guide generally adopts the OECD definition of FDI for the types of investments that are addressed, which is an investment that reflects the objective of establishing a lasting interest (ie, a long-term relation - ship with a significant degree of influence on manage - ment) by an enterprise residing in one jurisdiction in an enterprise that resides in another jurisdiction. This includes transactions such as mergers and acquisi -
6 CHAMBERS.COM
INTRODUCTION Contributed by: G. J. Ligelis Jr, Cravath, Swaine & Moore LLP
tions, formation of partnerships and joint ventures and significant minority investments. Since other resources effectively cover the key con - siderations for owning or operating a business in various countries (see the Chambers Global Practice Guide, Doing Business In... 2025), this Guide focuses on those types of investment transactions and not the establishment and operation of new greenfield busi - nesses in the subject country. Key Developments Over the course of the last year, FDI flows have been buffeted by three key developments: • geopolitical tensions; • the return of industrial policy, tariffs and protection - ism; and • the continued expansion of national security review regimes and other national interest-driven policies. Geopolitical tensions In the wake of the severe disruption caused by the COVID-19 pandemic that affected every corner of the world, a seemingly endless cascade of geopolitical crises has continued to buffet and shape the flows of trade and investment. As decades of globalisation worked to gradually knit economies in vastly different geographies and stages of economic development together, the shocks of these crises continue to tear at those bonds as countries and companies alike seek to align themselves with more secure and familiar trad - ing partners. Since Hamas’ attack on Israel in October 2023, humanitarian, security and geopolitical crises con - tinue to unfold as part of the ensuing war in Gaza. With escalations in the conflict between Israel and Hezbollah in Lebanon (albeit subject to the cease - fire reached in November 2024) and the bombing of Hamas leadership in Qatar, as well as direct missile attacks between Israel and Iran, and Israel and the USA bombing Iran’s nuclear facilities, the risks of an expanded conflict in the region remain high. However, hope has begun to emerge for a more peaceful future following the ceasefire between Israel and Hamas in October 2025.
Russia’s war in Ukraine, which commenced in Feb - ruary 2022, along with Russia’s escalating threats to neighbouring European countries through incursions into NATO airspace and the USA’s subsequent sanc - tions on major Russian oil companies, continues to affect global energy markets, impacting oil, gas and electricity prices around the world. European coun - tries that decoupled from Russia continue to seek alternatives to cheap Russian gas, pivoting to exports of liquified natural gas from the USA, among other sources. Meanwhile, in 2025, tensions between the USA and China continued to affect their bilateral relationship, as the two global powers settled into a high-stakes relationship of strategic competition on a global scale. The risk of a military confrontation in the South Chi - na Sea, the East China Sea or elsewhere regularly makes headlines, forcing businesses to consider how to disentangle supply chains, consumer markets and investments in the region should a full-blown crisis erupt. Against the backdrop of multiple international crises and rising geopolitical tensions, firms and policymak - ers have been responding with strategies to make supply chains less vulnerable to geopolitical tensions by moving production to trusted countries. According to the IMF, over the past decade, FDI flows have been increasingly concentrated in geopolitically aligned countries, especially in strategic sectors, such as semiconductors, in an effort to make supply chains less vulnerable to geopolitical tensions. If such tensions continue to intensify and countries further diverge along geopolitical fault lines, FDI flows may become even more concentrated within blocs of aligned countries centred around the USA and China. Partly in response to these tensions and US trade poli - cies, 2024 and 2025 saw the BRICS expand into the “BRICS Plus”, with the addition of five new member states and ten additional partners, along with other new BRICS applicants and invitees. It remains to be seen how FDI fragmentation between US-centred and China-centred geopolitical blocs will impact econo - mies that remain unaligned with either camp, par - ticularly in emerging and developing economies such as India and Latin America. For example, in October
7 CHAMBERS.COM
INTRODUCTION Contributed by: G. J. Ligelis Jr, Cravath, Swaine & Moore LLP
2025, the Trump administration announced the USA would provide USD20 billion of support for Argentina in an effort to preserve an ideological ally in the region. The return of industrial policy and protectionism Several high-profile pieces of legislation and rulemak - ing in the USA and the EU from recent years reflect a global resurgence of industrial policy. The impact on FDI is palpable as supporters of industrial policy or even outright protectionism regain influence in devel - oped economies and chart the course of advance - ment in developing economies. Although significant elements have been rescinded, terminated, paused or delayed by the second Trump administration, the implementation of 2022’s major, stimulative US legislation, the CHIPs and Science Act, the Infrastructure Investment and Jobs Act and the Inflation Reduction Act, set the stage for increased industrial protectionism and has driven calls for responses to this stimulus from other nations. The second Trump administration has built upon these tools of trade restrictions, government subsidies and targeted regulation by taking direct equity stakes in certain critical companies, obtaining “golden shares” or governance rights in others and steering ownership of other companies into friendlier hands, all in an effort to strengthen existing manufacturing in the USA and “reshore” or “friendshore” production elsewhere. Similar industrial policies have been enacted around the world, such as China’s “Made in China 2025” strategy or India’s “Make in India” strategy. The EU has also responded in kind, ranging from the adoption of proposals for a European Green Deal to the Euro - pean Council’s approval of the European Chips Act to bolster semiconductor production in direct response to the US Act of the same name to a push for a “Made in Europe” industrial strategy. These developments demonstrate that industrial policy is here to stay in the current market environment and will become an increasingly important factor in country- and industry- specific FDI. Moreover, while the costs and benefits of interna - tional trade were once the subject of debate primar - ily between economists and policy specialists, the second Trump administration has made internation -
al trade a core part of its geopolitical strategy. The administration has significantly increased tariffs on imports into the USA, imposing substantial new tariffs against Canada, Mexico, and China since February 2025 and virtually every other country worldwide as part of the “Liberation Day” tariffs announced in April 2025. The dust continues to settle as the size and scale of tariffs fluctuate and the USA renegotiates the United States–Mexico–Canada Agreement and negotiates other trade deals with foreign nations largely on a country-by-country basis. However, these tariffs, as well as responses from China and the rest of the world, have had and will continue to have a highly significant impact on FDI. National security restrictions Against the backdrop of these tensions and political headwinds, governments around the world have been re-evaluating their regimes for reviewing and approv - ing inbound FDI, which have become more proactive, broadly applicable and widespread in recent years. In the US, the passage of the Foreign Investment Risk Review Modernisation Act in 2018 and its implemen - tation expanded the scope of transactions subject to review, required certain mandatory filings for the first time and shifted the focus to transactions involving critical technologies, critical infrastructure and sensi - tive personal data. In the UK, the National Security and Investment Act became law on 29 April 2021 and came into effect at the start of 2022. The Act implemented a new regime for reviewing FDI in the post-Brexit world. Across Europe, new or revamped FDI review procedures have been implemented in the Netherlands, Belgium, Denmark, Luxembourg, Slovakia, Sweden, Estonia, Bulgaria, Romania and Ireland, among others. On top of FDI regimes, the European Commission’s For - eign Subsidies Regulation, under which transactions involving parties that have received “distortive foreign subsidies” from their home countries are subject to screening and review, came into effect in July 2023. In addition, in the USA, heightened scrutiny of inbound investment has also expanded to outbound invest -
8 CHAMBERS.COM
INTRODUCTION Contributed by: G. J. Ligelis Jr, Cravath, Swaine & Moore LLP
ment. On 28 October 2024, the US Treasury Depart - ment issued a final rule to implement a new outbound investment security programme, which took effect on 2 January 2025. This rule prevents US persons from engaging in certain outbound transactions with persons from China involving certain technologies and products relating to artificial intelligence, semi - conductors and quantum technologies and imposes new notification and disclosure requirements for other investments.
Much of this focus has been driven by fear of invest - ment to and from China. Accordingly, the impact on inbound Chinese investment around the world has been sudden and severe, with Chinese investment in the USA dropping to levels not seen since the 2008–09 financial crisis. Importantly, the net cast by these more expansive and proactive FDI review regimes reaches beyond just China, and governments view them as a tool not only to protect national security but also to further national interests and the well-being of their citizens. Going forward, businesses around the world will need to proactively evaluate the applicability of these regimes and legislation and effectively navigate their review in order to successfully achieve their FDI objectives.
9 CHAMBERS.COM
ANGOLA
Democratic Republic of the Congo
Luanda
Angola
Trends and Developments Contributed by: Tatiana Serrão FBL ADVOGADOS
Zambia
Namibia
FBL ADVOGADOS was established in 2004 and is one of the largest law firms in Angola. It is a full- service law office, and currently has nine partners and around 15 lawyers. The firm is committed to providing legal services in an independent, rigorous and prompt manner, while also fostering personal relationships with its clients in order to deliver com - prehensive and integrated legal advice. Based in Lu - anda, the firm provides services throughout Angola in various areas, including business and private in -
vestment, finance and banking, natural resources, debt collection and insolvency, litigation, labour law, intellectual property, tax and administrative law, and criminal law. To meet the needs and concerns of clients whose activities and interests extend be - yond Angolan borders, FBL ADVOGADOS maintains agreements with many renowned law firms across all continents and is the exclusive Angolan member of Lex Africa, the largest and the most prestigious net - work of law firms in Africa. Catholic University of Angola/Law School, and a Master’s degree in Law from the Catholic University of Portugal/Lisbon Law School. Throughout her career, she has advised numerous international companies and individual clients on the incorporation of companies in Angola, corporate restructurings and M&A transactions across various sectors. She also has extensive experience in foreign investment procedures.
Author
Tatiana Serrão is a partner at FBL ADVOGADOS, where she co-ordinates the Corporate and Foreign Investment practice. She has been registered as a lawyer with the Angolan Bar Association since 2010
and assists clients from various sectors and jurisdictions who wish to establish themselves in Angola. Tatiana has a degree in Law from the
FBL ADVOGADOS Cirilo da Conceição Silva Street Kitanda Plaza Building No. 12 2nd Floor Luanda Tel: +244 927 754297 Email: Fbl@fbladvogados.com Web: www.fbladvogados.com
10 CHAMBERS.COM
ANGOLA Trends and Developments Contributed by: Tatiana Serrão, FBL ADVOGADOS
Activities and Means of Carrying Out a Foreign Investment in Angola Under the Private Investment Law, an investment is considered to be a foreign investment when the resources of private companies, either national (ie, a company incorporated under Angolan law pursuant to the Private Investment Act) or foreign, are used for the allocation of capital, technology and knowledge, goods and equipment or other assets, with the pur - pose of maintaining or increasing the capital stock in the country. The following will be considered foreign investments: • acquisition of technology and knowledge; • acquisition of machinery and equipment; • conversion of credits arising from any type of con - tract; • shareholdings in existing Angolan commercial companies; • application of financial resources resulting from loans, including those obtained abroad; • creation of new commercial companies; • entering into and amending a consortium, joint venture, association of third parties, or any other form of permitted association contract, even if not foreseen in commercial legislation in force; • total or partial takeover of commercial and indus - trial establishments, by means of acquisition of assets or through contracts of transfer of exploita - tion; • acquisition or transfer of the operation of commer - cial or industrial establishments; • operation of real estate complexes, tourist or oth - erwise, regardless of their legal nature; • conclusion of lease agreements of land for agricul - tural purposes and cession of land rights; • cession of patented technologies and trade marks, the remuneration of which is limited to the dis - tribution of profits resulting from the activities in which such technologies or trade marks have been applied; • realisation of supplementary capital contributions, shareholders’ advances and, in general, loans linked to profit sharing; • for projects exclusively intended for export, the raising of borrowed resources outside the coun - try by domestic investors is considered domestic
investment operations, provided that the repay - ment of the debt service is guaranteed by export revenues; • introduction of technology and knowledge, pro - vided that they represent an added value to the investment and can be subject to monetary evalu - ation; • introduction of machinery, equipment and other tangible fixed assets; • conversion of credits arising from the execution of contracts for the supply of machinery, equipment and goods, provided that they can be verifiably paid abroad; • acquisition of shareholdings in existing companies incorporated under Angolan law; • creation of new companies; • signing and amending consortium contracts, joint ventures and other forms of business cooperation allowed in international trade, even if not provided for in international trade, even if not foreseen in the commercial legislation in force; • acquisition of commercial or industrial establish - ments; • conclusion of lease contracts or exploration of land for agricultural, livestock and forestry purposes; • exploitation of real estate complexes, whether tour - ist or not, regardless of their legal nature; • realisation of supplementary capital contributions, advances to shareholders and, in general, loans linked to profit sharing; • acquisition of real estate located in national terri - tory, when such acquisition is integrated in private investment projects; and • creation of subsidiaries, branches or other forms of corporate representation of foreign companies. The following are considered means of carrying out the investment: • capital allocation; • investment of available funds in bank accounts established in the country, held by foreign exchange residents, even if resulting from financing obtained abroad; • financing obtained abroad; • allocation of machinery, equipment, accessories and other tangible fixed assets and raw materials when applicable;
11 CHAMBERS.COM
ANGOLA Trends and Developments Contributed by: Tatiana Serrão, FBL ADVOGADOS
• incorporation of credits and other assets of the private investor, which may be applied as invest - ments; • transfer of capital from abroad; • application of cash and cash equivalents in Ango - lan and foreign currency, in bank accounts consti - tuted in Angola by non-exchange residents, eligible repatriation, under the terms of the applicable foreign exchange legislation; • application, in national territory, of capital within the scope of reinvestment; and • transfer of machinery, equipment, accessories and other tangible fixed assets and raw materials when applicable (it shall always be complemented by the transfer of capital from abroad, namely, to cover formation, installation and current expenses).
Registration of foreign investment in Angola must fol - low one of the following regimes: • prior declaration (investments not exceeding USD10 million); • special regime (investments in specific sectors such as education, health, agriculture, telecommu - nication, hotels and tourism, textiles, basic sanita - tion and waste treatment); or • contractual regime (investments exceeding USD10 million). The Angolan Foreign Investment Law establishes the same registration procedures for investments subject to prior declaration and for those falling under the spe - cial or contractual regime, without setting out any dis - tinctions between them. Investors are merely required to indicate the sectors of activity, the amount of the investment, the investment operation and the means by which the investment will be carried out.
12 CHAMBERS.COM
ARMENIA
Russia
Georgia
Armenia
Yerevan
Azerbaijan
Law and Practice Contributed by: Varoujan Avedikian, Tamara Martirosyan, Sofya Sargsyan and Larisa Gevorgyan Andersen Legal
Turkey
Iran
Contents 1. Legal System and Regulatory Framework p.15 1.1 Legal System p.15 1.2 Regulatory Framework for FDI p.15 2. Recent Developments and Market Trends p.16 2.1 Current Economic, Political and Business Climate p.16 3. Mergers and Acquisitions p.16 3.1 Transaction Structures p.16 3.2 Regulation of Domestic M&A Transactions p.17 4. Corporate Governance and Disclosure/Reporting p.17 4.1 Corporate Governance Framework p.17 4.2 Relationship Between Companies and Minority Investors p.17 4.3 Disclosure and Reporting Obligations p.18 5. Capital Markets p.18 5.1 Capital Markets Overview p.18 5.2 Securities Regulation p.18 5.3 Investment Funds p.18 6. Antitrust/Competition p.18 6.1 Applicable Regulator and Process Overview p.18 6.2 Criteria for Antitrust/Competition Review p.19 6.3 Remedies and Commitments p.20 6.4 Antitrust/Competition Enforcement p.20
7. Foreign Investment/National Security p.20 7.1 Applicable Regulator and Process Overview p.20 7.2 Criteria for National Security Review p.20 7.3 Remedies and Commitments p.20 7.4 National Security Review Enforcement p.20 8. Other Review/Approvals p.21 8.1 Other Regimes p.21 9. Tax p.22 9.1 Taxation of Business Activities p.22 9.2 Withholding Taxes on Dividends, Interest, Etc p.23 9.3 Tax Mitigation Strategies p.23 9.4 Tax on Sale or Other Dispositions of FDI p.24 9.5 Anti-Evasion Regimes p.24 10. Employment and Labour p.24 10.1 Employment and Labour Framework p.24
10.2 Employee Compensation p.25 10.3 Employment Protection p.25
11. Intellectual Property and Data Protection p.25 11.1 Intellectual Property Considerations for Approval of FDI p.25 11.2 Intellectual Property Protections p.25 11.3 Data Protection and Privacy Considerations p.26
13 CHAMBERS.COM
ARMENIA Law and Practice Contributed by: Varoujan Avedikian, Tamara Martirosyan, Sofya Sargsyan and Larisa Gevorgyan, Andersen Legal
Andersen Legal (originally TK & Partners) was found - ed in Yerevan, Armenia, in 2012 as a boutique law firm specialising in financial and corporate law. In 2018, the firm evolved into a dynamic, full-service legal practice that serves nearly every sector of the Armenian economy. As the practice expanded, An - dersen Legal took the bold step of going global. In 2024, the firm joined Andersen Global, transitioning to Andersen in Armenia (Andersen Legal CJSC). Af - ter joining Andersen Global in 2025, it established a
dedicated tax and accounting practice (a separate subsidiary entity, called Andersen Tax CJSC) under the Andersen in Armenia umbrella, and now, in ad - dition to its legal services, the firm is proud to also offer tax, accounting, payroll and advisory services to its clients. Today, with a strong team of lawyers, tax advisors and accountants, Andersen Legal blends deep legal expertise with a global perspective to de - liver innovative, client-focused solutions locally and internationally.
Authors
Varoujan Avedikian is the managing partner of Andersen Legal Armenia, with over 20 years’ experience in banking, capital markets, insurance law and financial regulation. Formerly general counsel of the Central Bank
Sofya Sargsyan is the managing partner of Andersen Tax Armenia and brings more than 25 years of
experience in accounting, taxation and financial management. She spent over two decades at HSBC Bank Armenia, where she served as chief accountant and deputy CFO from 2015. Sofya has extensive experience in regulatory compliance, financial control and interaction with supervisory authorities, and has participated in legislative discussions on tax and financial law affecting the financial sector. She is a graduate of the Armenian State University of Economics and a certified expert accountant, and has completed professional training with internationally recognised institutions.
of Armenia, he led major financial sector reforms and co-authored numerous key legislative acts. His expertise spans corporate, commercial and financial transactions, M&A and private equity. A holder of ecoDa’s European Board Diploma, he has been recognised by international legal directories as a highly regarded lawyer and lectures in business and financial law at the AUA. Varoujan is the author of the “Law of Business” textbook, which is the first ever English textbook covering both Armenian legislation and international best practice.
Larisa Gevorgyan is a senior associate leading Andersen Legal Armenia’s financial services practice, with extensive experience in banking, capital markets and financial regulation. She has advised on IPOs,
Tamara Martirosyan is a partner at Andersen Legal Armenia with over a decade of experience in corporate, finance and intellectual property law. She has advised on high-profile cross-border transactions, including
derivative transactions and the development of Armenia’s crowdfunding framework with the EBRD and CBA. Recognised by international legal directories as a “rising star” in capital markets and M&A, she holds an LLM in International Banking and Finance Law (with distinction) from University College London. Larisa is admitted to the Armenian Bar and qualified as a solicitor in England and Wales.
franchise establishments, international patent registrations and lending projects with the EBRD. Recognised by international legal directories as a notable practitioner, she holds the European Board Diploma from ecoDa, serves as a board member at the Armenian Institute of Directors and is a Legal & Tax Committee member at AmCham Armenia. Tamara is a member of the Armenian Bar and lectures on business law at the French University in Armenia.
14 CHAMBERS.COM
ARMENIA Law and Practice Contributed by: Varoujan Avedikian, Tamara Martirosyan, Sofya Sargsyan and Larisa Gevorgyan, Andersen Legal
Andersen Legal Garegin Hovsepyan 180 Yerevan, 0011 Armenia Tel: +374 12 810 180 Email: info@am.andersen.com Web: Am.andersen.com
1. Legal System and Regulatory Framework 1.1 Legal System Applicable Legal System and Legal Structure The legal system in the Republic of Armenia (herein - after referred to as the RA or “Armenia”) is civil law. The source of law is written codes, which consist of the Constitution, constitutional laws and other laws. Based on the laws, secondary legislation may also be adopted by the state authorities to ensure the imple - mentation of the relevant laws. The judicial system in Armenia is a three-tier system comprising general and specialised courts. The Court of Cassation serves as the highest level in the judicial hierarchy. It: • ensures the consistent application of laws and other normative legal acts; and • eliminates fundamental violations of human rights and freedoms. Courts of general jurisdiction encompass the courts of first instance and the Court of Appeal, which reviews cases on appeal from lower courts. Additionally, spe - cialised administrative courts are responsible for adju - dicating disputes arising from public administration and the actions of state authorities. Separately, the Constitutional Court operates inde - pendently from the general judicial hierarchy and administers constitutional justice through reviewing the conformity of legal acts with the Constitution of the Republic of Armenia.
The regulatory structure includes several state author - ities, each responsible for enforcing compliance with different legislative requirements. Specifically, the fol - lowing regulatory bodies are the ones that businesses interact with most frequently: • the State Revenue Commission (SRC) – respon - sible for tax and customs administration and enforcement of fiscal legislation; • the Competition and Consumer Protection Com - mission (CCPC) – oversees fair competition, safeguards consumers’ interests and prevents monopolistic practices; • the Public Services Regulatory Commission (PSRC) – the regulatory body overseeing public utilities, including energy, water supply and tel - ecommunications; and • the Central Bank of Armenia (CBA) – the primary financial regulator, which ensures the country’s financial stability, overseeing sectors including banking, lending, insurance and payment systems. 1.2 Regulatory Framework for FDI Generally, foreign direct investment (FDI) in Armenia does not necessitate any specific authorisation. The Law of the RA “On Foreign Investments” delineates the categories of foreign investments and stipulates that the legal framework applicable to foreign inves - tors and their activities within Armenia shall not be less advantageous than that extending to citizens, enterprises and organisations of Armenia. Further - more, a new draft Investment Law is anticipated to be enacted by the end of 2025. This draft proposes certain distinctions between the regulatory regimes for foreign and domestic investors, whilst ensuring equal legal protections and guarantees for both.
15 CHAMBERS.COM
ARMENIA Law and Practice Contributed by: Varoujan Avedikian, Tamara Martirosyan, Sofya Sargsyan and Larisa Gevorgyan, Andersen Legal
3. Mergers and Acquisitions 3.1 Transaction Structures
It should be noted, however, that certain sectors are subject to licensing requirements under Armenian leg - islation. These sectors include, for example, banking and finance, telecommunications, pharmaceuticals and healthcare. In some instances, prior approval from the relevant regulatory authority may be necessary for acquiring a participation or shareholding in companies operating within these licensed fields. Therefore, FDI generally does not require review or approval by national authorities, except for invest - ments in industries considered strategic or sensitive from the perspective of public health, financial stability or national security, among other things. 2. Recent Developments and Market Trends 2.1 Current Economic, Political and Business Climate The Armenian government has stated that it maintains an open-door policy for FDI, especially for those com - ing from multinational companies. Additionally, three major legislative reforms are underway, particularly the overhaul of the Armenian Bankruptcy Code, the Arme - nian Company Law and the Law on Investments, with technical assistance provided by international devel - opment organisations. These reforms aim to stream - line processes, protect creditors, shareholders and investors, and bring these three important legal frame - works up to the level of international best practices. While there has been some discussion of introducing mandatory screening of FDIs in the Investment Law, as of the date of this note, no such policy decision has been formally adopted by the Armenian govern - ment. Even though the Armenian government officially states that it strives to ensure the protection of FDI from unlawful expropriation and other negative meas - ures, there are some ongoing arbitrations against the government regarding various violations of bilateral investment treaties, the latest being the case involving the Electrical Networks of Armenia, where the gov - ernment decided to appoint a public official as the administrator of the company.
M&As in the traditional sense are less common in the Armenian market compared to straightforward share or asset acquisitions. When M&A transactions do occur, they usually take the form of consolida - tion mergers, forward mergers or reverse mergers, as allowed under the Civil Code and the Law on Limited Liability Companies and Law on Joint-Stock Compa - nies. These structures can be used within corporate groups, for internal reorganisations or for third-party market acquisitions. In practice, most acquisition transactions are struc - tured as share or asset acquisitions. A share acquisi - tion is generally the most efficient method for gaining control of a company because it allows the buyer to keep existing licences, agreements and staff without needing to re-register assets or reassign contractual relationships. On the other hand, an asset acquisition may be preferred when the investor wants to cherry- pick specific assets or business lines and avoid taking on historical liabilities, although this approach often involves additional tax and registration burdens. Public M&A (mergers and acquisitions of listed enti - ties) is infrequent due to the small number of listed entities on the Armenian Securities Exchange. When applicable, acquisitions of public companies are reg - ulated by the Law on the Securities Market, which includes mandatory takeover, tender offer and disclo - sure requirements under the supervision of the CBA. Minority investments are typically structured either as direct share acquisitions or, following recent amend - ments to the Civil Code, as convertible debt instru - ments that allow the investor to delay equity entry until specific milestones are achieved. In these cases, the shareholders’ agreement is crucial in defining rights such as access to information, veto powers, reserved matters, tag-along and drag-along rights, and exit strategies, since Armenian company law offers statu - tory protections for minority shareholders. For foreign investors, a key consideration when entering an M&A transaction is structuring through a special purpose vehicle (SPV). Depending on the
16 CHAMBERS.COM
ARMENIA Law and Practice Contributed by: Varoujan Avedikian, Tamara Martirosyan, Sofya Sargsyan and Larisa Gevorgyan, Andersen Legal
investment’s nature and the investor’s home jurisdic - tion, SPVs are often incorporated in other “friendly jurisdictions”, mainly to benefit from treaty protection and tax advantages. In regulated industries, such as financial institutions and utility services, prior approval from the relevant regulatory authority might be neces - sary before acquiring a controlling stake, as outlined in 6. Antitrust/Competition . 3.2 Regulation of Domestic M&A Transactions The regulatory approvals usually applicable to domes - tic M&A transactions are detailed in 6. Antitrust/Com- petition . 4. Corporate Governance and Disclosure/Reporting 4.1 Corporate Governance Framework The most common entity types in Armenia are joint- stock companies and limited liability companies. Though the law envisages the possibility of establish - ing partnerships and other types of entities, those are uncommon in practice. Both joint stock and limited liability companies limit the responsibility of their shareholders to the amount of their investments in the company. Joint-stock com - panies are classified as open and closed companies, with the open form mainly used to offer shares to the public. Armenia’s corporate governance framework is built on a combination of laws, the corporate governance code, stock exchange rules and corporate constitu - tional documents. The main sources applicable to companies include the following. • The company law regime (including, without limita - tion, incorporation, governance and winding up) is set out in the Civil Code, Law on Joint-Stock Com - panies and Law on Limited Liability Companies. For financial institutions registered and licensed by the CBA (banks, investment companies, credit institutions, insurance companies, investment fund managers, etc), the regime is supplemented by relevant entity-specific laws. The framework and procedure for winding up due to bankruptcy are set
out in the Law on Bankruptcy (applicable to regular entities) and the Law on Bankruptcy of Banks, Credit Organizations, Investment Companies, Cryptoasset Service Providers, Investment Fund Managers, and Insurance Companies (applicable to financial institutions). • The Law on Securities Market regulates financial services and securities activities. It imposes restric - tions on the offering and promotion of securities and requires companies to prepare a prospectus when offering their shares to the public. • The Corporate Governance Code, approved by the Minister of Economy, serves as a soft law code of practice, though in some instances companies are required to follow its provisions on a “comply or explain” basis. For instance, companies whose shares are listed on the main (A) or secondary (B) share lists, or whose bonds are traded on the main (Abond) or secondary (Bbond) bond lists, of the Armenia Stock Exchange (AMX) are required to comply with the Corporate Governance Code, along with additional disclosure and governance obligations set out in the secondary legislation of the CBA and the AMX Rules. • Their constitutional documents regulate the internal management of companies, primarily the charter (by-laws). These documents, to the extent permit - ted by and consistent with applicable laws, define matters such as the rights attached to shares (including voting rights), the powers of directors, the conduct of shareholders’ and directors’ meet - ings, changes to share capital and procedures for share transfers. In the context of shareholder rela - tions, shareholder agreements are used. 4.2 Relationship Between Companies and Minority Investors Minority investors are afforded certain fundamental protections, including the right to file a derivative claim against the company’s directors for breaches of fiduciary duty or trust, block resolutions requiring unanimous voting and call an extraordinary meeting of shareholders.
17 CHAMBERS.COM
ARMENIA Law and Practice Contributed by: Varoujan Avedikian, Tamara Martirosyan, Sofya Sargsyan and Larisa Gevorgyan, Andersen Legal
Shareholders of a joint-stock company are also enti - tled to: • challenge unlawful resolutions of corporate bodies before the court; • in the event of a squeeze-out, contest in court the price determined for their shares; and • sell their shares to the majority shareholders. 4.3 Disclosure and Reporting Obligations UBO Disclosure All companies are required to disclose their ultimate beneficial owners (UBOs) annually. The UBO register is public. Significant Participation Prior to the acquisition or alienation of a stake in a financial institution amounting to 10%, 20%, 50% or 75% of its charter capital (or whenever an existing stake reaches either of those thresholds), the pre- approval of the CBA should be sought. There are no particular disclosure/reporting require - ments for FDI. Please refer to 6. Antitrust/Competi- tion for antitrust disclosure requirements. Although Armenian laws provide comprehensive regu - lation for both equity and debt financing, debt financ - ing continues to dominate the market. Within this seg - ment, bank lending has traditionally been favoured over capital market offerings. This trend largely stems from the small market size and the stronger capacities of commercial banks. However, some initiatives, including the acquisition of the AMX by the Warsaw Stock Exchange, its planned integration with European market infrastructures and the introduction of tax incentives for investors in listed securities, have been introduced to strengthen and expand capital markets. 5.2 Securities Regulation The main law regulating the Armenian securities mar - ket is the Law on Securities Market, which covers 5. Capital Markets 5.1 Capital Markets Overview
relations arising in connection with activities on the securities market, including the public offering and trading of securities, provision of investment services (including the licensing of brokers, dealers, advisers and asset managers), clearing/custody/settlement systems and the regulation/supervision functions of the CBA. The following applies under the Law on Securities Market. • Issuers of securities admitted to trading or offered publicly (to more than 100 retail investors or an indefinite number of investors) have obligations in relation to the disclosure, publishing and registra - tion of prospectuses, and ensuring equal treatment of investors. The Law sets out requirements for admission (“listing”) of securities to trading on a regulated market: issuers must produce a pro - spectus or trade prospectus; disclosures must be made. Conditions for suspension or termination of trading are also specified. • Market rules must cover trading procedures, admission/suspension/termination of trading, submission of information, participant rights and obligations, ethics, etc. These requirements are further elaborated in the AMX Rules. • The operator (AMX) must also provide public access to trading information (prices, volumes, transactions) and ensure equal access to informa - tion among participants. • The Law prohibits market abuse, including insider dealing and price manipulation. • A foreign investor would not be subject to disclo - sure requirements as a result of FDI in Armenia. 5.3 Investment Funds A foreign investor operating as an investment fund is not subject to any additional regulatory scrutiny. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Armenia maintains a merger control regime through the concept of “declaration of concentration” under
18 CHAMBERS.COM
Page i Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 Page 21 Page 22 Page 23 Page 24 Page 25 Page 26 Page 27 Page 28 Page 29 Page 30 Page 31 Page 32 Page 33 Page 34 Page 35 Page 36 Page 37 Page 38 Page 39 Page 40 Page 41 Page 42 Page 43 Page 44 Page 45 Page 46 Page 47 Page 48 Page 49 Page 50 Page 51 Page 52 Page 53 Page 54 Page 55 Page 56 Page 57 Page 58 Page 59 Page 60 Page 61 Page 62 Page 63 Page 64 Page 65 Page 66 Page 67 Page 68 Page 69 Page 70 Page 71 Page 72 Page 73 Page 74 Page 75 Page 76 Page 77 Page 78 Page 79 Page 80 Page 81 Page 82 Page 83 Page 84 Page 85 Page 86 Page 87 Page 88 Page 89 Page 90 Page 91 Page 92 Page 93 Page 94 Page 95 Page 96 Page 97 Page 98 Page 99 Page 100 Page 101 Page 102 Page 103 Page 104 Page 105 Page 106 Page 107 Page 108 Page 109 Page 110 Page 111 Page 112 Page 113 Page 114 Page 115 Page 116 Page 117 Page 118 Page 119 Page 120 Page 121 Page 122 Page 123 Page 124 Page 125 Page 126 Page 127 Page 128 Page 129 Page 130 Page 131 Page 132 Page 133 Page 134 Page 135 Page 136 Page 137 Page 138 Page 139 Page 140 Page 141 Page 142 Page 143 Page 144 Page 145 Page 146 Page 147 Page 148 Page 149 Page 150 Page 151 Page 152 Page 153 Page 154 Page 155 Page 156 Page 157 Page 158 Page 159 Page 160 Page 161 Page 162 Page 163 Page 164 Page 165 Page 166 Page 167 Page 168 Page 169 Page 170 Page 171 Page 172 Page 173 Page 174 Page 175 Page 176 Page 177 Page 178 Page 179 Page 180 Page 181 Page 182 Page 183 Page 184 Page 185 Page 186 Page 187 Page 188 Page 189 Page 190 Page 191 Page 192 Page 193 Page 194 Page 195 Page 196 Page 197 Page 198 Page 199Powered by FlippingBook