ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Suren Sloyan, HAP
Voluntary Adherence and Reporting Requirements
Implications for Companies Companies that opt to adhere to the Corporate Governance Code are encouraged to: • enhance transparency: disclose their corpo - rate governance structures and practices to stakeholders, fostering trust and confidence; and • aligning with best practices: implement governance principles that align with interna - tional standards, potentially attracting foreign investment and contributing to sustainable economic growth. By voluntarily adopting the Corporate Govern - ance Code and transparently reporting their governance arrangements, Armenian compa - nies can demonstrate a commitment to ethical management and accountability, benefiting both the organisations and their stakeholders. 6.3 Companies Registry Filings Companies in Armenia are registered with the Agency of the State Register of Legal Entities of the Ministry of Justice. To register a company, the following documents must be submitted: • application; • the decision of the founders on the establish - ment of a legal entity or the minutes of the founding meeting (congress or other legally established body), which has been signed by all the founders or, in cases provided for by law, the chairman and secretary of the meet - ing; • the charter of a legal entity approved by the founder(s) or the founding meeting (congress or other body established by law); • information about the head of the executive body of the legal entity or their acting duties;
Adherence to the Corporate Governance Code is voluntary for companies. Organisations that choose to comply are expected to prepare and publish an annual report, which includes a cor - porate governance report and an annual corpo - rate governance declaration. These documents should be made available on the company’s website by June 30 of the year following the reporting period. This approach operates on “comply or explain” principle, meaning compa - nies either comply with the Corporate Govern - ance Code’s provisions or provide explanations for any deviations. Legal Framework and Recent Amendments On 8 June 2024, an amendment to the CC incorporated the Corporate Governance Code into national legislation under Article 76.1. Key aspects of this amendment include: • the definition of the Corporate Governance Code: the Corporate Governance Code is recognised as a legal act approved by the authorised body responsible for developing investment promotion policies. It contains principles and guidelines aimed at improv - ing the efficiency of company management, safeguarding participant rights and enhancing transparency and accountability; and • voluntary application: while the Corporate Governance Code is integrated into the legal framework, its application remains voluntary unless otherwise specified by law. Decisions to adopt the Corporate Governance Code are typically made by the general meeting of a company’s participants, unless stated differ - ently in legislation or the company’s charter.
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