If you are considering the prospect of establishing an Armenian branch of an existing company or starting a new business in Armenia, there are numerous factors to consider and decisions to make. You will need to decide what form of business entity to establish. In Armenia, businesses can be incorporated as Limited Liability Company (LLC), Closed Joint Stock Company (CJSC), branch offices and representative offices or sole proprietorships.
Setting up a company
A company is a legal entity with a separate identity from those who own or run it. A company is registered by filing the necessary documents and paying the required fee at State Registry of Legal Entities in Armenia. The company is brought into existence when the State Registry of Legal Entities issues the certificate of incorporation. The prospective owners of the company can either register a new company with documents that are specifically tailored to their requirements (a tailor-made company) or buy a company that has already been incorporated, but has not yet traded (a shelf company), and modify its constitutional documents to meet their needs.
Shares and shareholders
A fundamental question is who will own the company. Shareholders can be either physical persons or corporate entities- nationals or foreigners. Though It is worth noting that where an LLC is being registered there shall be either one or more shareholder physical persons or two or more legal entities.
An early decision to make is who will be the initial director of the company. Company needs to have at least one director. In Armenia the company can have only one director, thus it’s not possible a company with multiple directors which is common in other countries. There are no requirements for citizenship or residency for the purposed director, thus any foreigner can act as a director of the company being incorporated in Armenia. There is a possibility of formation of board of directors to be responsible for the specific questions but this is rarely used and is considered for a larger entities. The company’s articles of association can impose a higher minimum requirement. The director to be appointed must consent to act as a director.
Name of the company
The company’s name must end with “Limited Liability Company” “Closed Joint Stock Company” “Branch of xxx company ” “Representative office of xxx company”
LLC is the most standard and common form of company registration in Armenia. LLC is an abbreviated expression of Limited Liability Company. There is no form of company registration such as LTD. Ltd., or Limited, is a suffix that follows the name of a company, indicating it is a private limited company. This is incorporation available under British, Irish and some Commonwealth countries’ laws but not in Armenia. LLC in Armenia has the same functions, responsibilities and capabilities as LTD.
Before finalising a company name, checks should be run by searching at State Registry of Legal Entities (using their WebCHeck service) for an existing name on the index of company names. The Trade Marks Register of the Armenian Intellectual Property Office should also be checked to avoid further issues. This is because if the name includes the registered trade mark of a third party, the use of that name will automatically breach the registered mark if the intended use is in the same class.
How we can help you
If you are considering forming a business or you need expert help with company registration in Armenia, LegalGenius™ is ready to assist you with its skilled team of lawyers, consultants and tax experts. We are committed to making the process as stress-free and streamlined as possible for you, and we will take care of all your document preparation and administrative tasks regarding the registration forms, payment of government fees, local address registration, banking support, etc., whilst always keeping your exact objectives and unique vision in mind throughout the process.
Please use our Company Formation Wizard if you would like to set up your registered company in Armenia or if you would like to know the costs involved prior to proceeding with our exceptional services. For other queries and special requests for complex or customised company formation services, please contact us at email@example.com