Company Registration in Armenia for Foreign Founders

A foreign individual or foreign legal entity can establish an Armenian LLC. As a general rule, 100% foreign ownership is permitted, with no general requirement to involve a local shareholder. An LLC may have one or several founders.

There is no general statutory minimum share capital for an LLC, although specific sectors may have their own requirements. At incorporation, founders should determine the capital, ownership percentages, director’s powers and governance arrangements.

If the founder is an existing foreign company, compare an Armenian subsidiary with a branch before filing. Consider the planned transactions, liability arrangements and tax implications of each structure.

A duly authorised representative can submit the registration documents. A founder’s personal visit is therefore not required in every case. Agree the scope of the power of attorney, the documents to be signed and their certification requirements in advance.

Foreign documents need a separate review of Armenian translation and certification requirements, including whether an apostille or consular legalisation is required under the applicable rules.

Opening a business bank account is a separate process. Check with the chosen bank how it will identify the founder, director or beneficial owner and whether anyone must attend in person.

For the state registration application, prepare the company name, registered address in Armenia, details of the participants and their ownership interests, articles of association, incorporation decision or founding meeting minutes, and information about the director. A representative must also provide evidence of their authority.

For an individual founder, an additional requirement is a copy of the passport or other identity document, translated into Armenian and duly certified.

For a foreign corporate founder, additional documents include an extract from its home-country commercial register or equivalent proof of legal status, and its constitutional documents or relevant extracts, with Armenian translations and appropriate certification. Check the authority of the body approving the Armenian incorporation and the individuals signing the documents.

Arrange for official correspondence to be received at the registered address. Where there are several founders, agree decision-making, funding and ownership transfer arrangements before incorporation.

Once all required documents have been submitted, the statutory registration periods for an ordinary commercial company are as follows.

• Immediate registration where the applicable statutory procedure using standard documents is followed.
• No later than one working day where all founders are individuals and the immediate registration procedure does not apply.
• Generally, no later than two working days where a legal entity is among the founders.

Allow additional time to obtain foreign documents, complete translations and certifications, and undergo the bank’s review.

Ordinary state registration of an LLC carries no state registration duty. Your setup budget may nevertheless include translation, notarisation, legalisation, legal support, registered address arrangements, banking and accounting setup. The total depends on the document package and the services selected.

Under the general tax system, the standard corporate income tax rate is 18% of taxable profit, and the standard VAT rate is 20%. VAT treatment depends on the transaction; the law also provides exemptions and zero-rated transactions.

The turnover tax regime is available only to eligible businesses. The AMD 115 million annual sales turnover threshold is one condition: business activities, related-party rules and other exclusions must also be checked. Assess eligibility for a special regime before incorporation.

A newly registered company that meets the relevant conditions must file the prescribed statement to use turnover tax or the microenterprise regime by the 20th day following its registration date.

If you will serve foreign customers, employ staff or pay dividends, assess the tax consequences of those transactions in advance, including any applicable international agreements.

Banks generally review the company’s registration documents, details of the director and authorised persons, ownership structure and beneficial owners. Examples of required documentation are published on banks’ official websites.

Before applying, prepare a clear description of the business, information about expected counterparties and transfers, and evidence of the source of funds if requested. Compare the currencies you need, intended payment destinations and banking fees.

The bank’s review determines whether and when an account is opened. Company registration does not itself guarantee a bank account.

Arrange bookkeeping, tax reporting and contract administration alongside incorporation. Pay particular attention to the following tasks.

• Submit the initial beneficial ownership declaration within 40 days of registration. Report changes immediately after becoming aware of them, and in any event within 40 days. Submit an annual confirmation or updated information before 20 February.
• Prepare customer, supplier and employment contracts.
• Obtain any licence or other authorisation required for your activities.
• For a foreign director or employee, check applicable work and residence requirements and exemptions.