ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Tachat Voskanyan, HAP
2. Overview of Regulatory Field 2.1 Acquiring a Company In RA, a company can be acquired in two main ways. Buying shares, equity stakes, or other participation rights is the most common route. The next one is the acquisition of the company’s assets. After acquiring shares or stakes, com - panies with similar activities may merge or con - solidate. Legal succession transfers all rights and obligations to the new or existing company under the transfer act. Mergers and consolidations may require pri - or approval from the Competition Protection Commission ( “Commission” ) if certain financial thresholds are exceeded. Concentration needs approval if the combined assets or revenue of the participating entities exceed AMD 4 billion at the time of filing or the previous financial year. Approval is also required if one partici - pant’s assets or revenue exceeds AMD3 billion at the time of filing or the previous financial year. Regardless of thresholds, concentration must be declared if one participant holds a monopoly or dominant position in any product market. This helps assess competition risks and protect con - sumer interests. 2.2 Primary Regulators Several regulatory bodies are involved in the process of regulating the sphere. Companies in RA must register with the State Register Agen - cy ( “The Agency” ) under the Ministry of Justice. The Agency manages registrations, ownership changes, mergers, acquisitions, and share trans - fers. Corporate changes take effect only after approval and proper documentation. “HAP” LLC, licensed by the Ministry of Justice, acts as a unified public service office, simplifying com - pany registration and corporate changes. The Central Depository of RA serves as a centralised
registrar, maintaining data on securities owners, types, and quantities based on agreements with issuers. The Cadastre Committee of the RA is responsi - ble for the state registration of property rights, restrictions, and usage limitations, regardless of the form of ownership. In some fields, other authorities may need to be involved. For example, only mergers (no other reorganisations) are allowed for financial organ - isations, with the CB of RA (CBA) overseeing the process. Banks must sign a merger agree - ment and get approval from the CBA when they merge. To obtain approval, the merging bank must provide transaction details, necessary documents, and information as outlined by the CBA’s regulations and deadlines. Another crucial regulatory body is the Com - petition Protection Commission (CPC), which ensures economic freedom, free economic competition, the environment necessary for fair competition, the development of entrepreneur - ship, and consumer protection. The latter may focus on M&A if they need to assess their impact on market competition and prevent possible abuses. In such cases, companies must obtain CPC approval to ensure the transaction does not harm competitive conditions. At the same time, in certain cases, M&A trans - actions may require approval from the Public Services Regulatory Commission (PSRC). For example, under the Law “On Energy” , the PSRC is authorised to regulate the sale, transfer, or pledge of shares (equity stakes) in a licensed entity, as well as the sale or transfer of assets necessary for licensed activities. If 25% or more of shares are sold, transferred, or pledged or if any share transfer allows control over the
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