Why is the establishment of a legal person necessary?

Persons participate in social relations not only as individuals but also through organisations established by them, i.e. legal persons.  In order to obtain the status of a legal person, the organisation should undergo mandatory state registration. A legal person acts on its behalf, has property attached thereto by the right of ownership and bears liability with that property. 

State registration allows the legal person to acquire rights, assume responsibilities, act in relations with third persons, protect its rights and lawful interests, as well as serve the objectives of its establishment.

Which body carries out state registration?

State registration of a legal person is carries out by the Agency for State Register of Legal Persons within the Staff of the Ministry of Justice of the Republic of Armenia (hereinafter referred to as “the Agency”), except for the organisations (banks, credit organisations, insurance companies, contractual investment funds and other financial organisations, including their branches, representations and institutions) the registration whereof is carried out by the Central Bank of the Republic of Armenia. 

Moreover, the application for the registration of commercial legal persons may be submitted to any service office of the Agency, irrespective of the place of activity of the legal person, whereas the registration of non-commercial legal persons is carried out by the service office of the city of Yerevan of the Agency.

Who may apply for state registration?

The following persons have the right to apply for state registration of the legal person:
(a) founder(s) of the legal person; 
(b) head of the executive body of the legal person who is elected by the founders. 
Any person authorised by the persons having the right to apply may also apply for state registration.

What documents are required for state registration?

For the purpose of state registration of a legal person, the applicant submits to the Agency the following:

(a) decision of the founders on the founding a legal person or the protocol of the constituent meeting (assembly or other body provided for by law) signed by all the founders or — in cases provided for by law — by the chairperson and secretary of the meeting; 

(b) charter of the legal person approved by the founder(s) or the constituent meeting (assembly or other body provided for by law); 

(c) document attesting the payment of state duty (payment receipt, payment made through e-payments.am electronic payment system, etc.);  

(e)  information on the head of the executive body of the legal person or the acting head: passport data and social card number or an indication that the person has refused to have a social card and the number of the relevant statement, e-mail address. 
 
Other mandatory documents to be submitted for state registration may be required by special laws on legal persons having a special organisational and legal form (non-governmental organisations, political parties, etc.). 

What is the procedure for submitting documents for state registration?

The application for state registration of a legal person is drawn up on the spot by the employee of the Agency based on the relevant documents and information submitted. 
 
The applicant submits the documents necessary for state registration of a legal person on paper personally or through a representative. If the person has an electronic signature, the registration may be carried out via Internet, through https://www.e-register.am official website. 

Moreover, in case of registration of a limited liability company, where the person(s) wishes (wish) to use the standard documents approved for registration of an LLC, visits (visit) the relevant service office of the Agency by taking with him or her an identification document and providing relevant information for registration to the employee of the Agency.

What is the time-limit for state registration?

The Agency must carry out the state registration not later than within two working days following the submission of all required documents to the Agency. State registration based on the standard documents of a limited liability company is carried out immediately.  Other time-limits for a state registration may be set by the relevant laws on legal persons having a special organisational and legal form or other laws. 

A legal person is considered established from the moment of its state registration. A legal person is considered registered from the moment of recording the information defined by the law in the State Unified Register.

What is the rate of the state duty for state registration?

Commercial organisations do not pay any duty for state registration.  

The state duty for the state registration of non-commercial organisations comprises AMD 10000 (ten thousand) which shall be paid to the treasury account 900005160727, except for political parties.

In which cases is state registration rejected?

The grounds for the rejection of registration of a legal person are as follows:

(a) breach of the procedure for formation of the legal person as prescribed by law;   

(b) failure to submit documents prescribed by the law; 

(c) non-compliance of the submitted documents with the law or with other documents submitted by the legal person;  

(d) where the founder of the newly registered (established) commercial organisation, as well as the head of its executive body has been deprived, as prescribed by law, of the right to engage in entrepreneurial activities, and the conviction has not been quashed or expunged as prescribed by law; 

(e) non-compliance of the trade name with the requirements of the law, where the registration of the trade name has been rejected and the person has  not presented another name.  

Non-compliance of the charters of commercial organisations with the law does not serve as a ground for rejecting the state registration of a legal person. 

It shall not be permitted to reject the registration of a legal person based on the inappropriateness of its establishment.

What is the procedure for appealing the actions (omissions) of the state registration body?

Rejection of state registration, evasion from state registration, as well as evasion from providing information may be appealed against by way of superiority to the Minister of Justice of the Republic of Armenia or to the court.