What are the legal consequences of liquidation of a legal person?

A legal person ceases to exist upon its liquidation, without transfer of the rights and responsibilities through legal succession. The liquidation process of a legal person is completed after mandatory state registration thereof.

Which body carries out state registration of liquidation?

The state registration of liquidation is carried 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 cases of liquidation of legal persons (banks, credit organisations, insurance companies, contractual investment funds, etc.) the registration whereof is carried out by the Central Bank of the Republic of Armenia.

What is the procedure for liquidation process? 

Prior to state registration of the liquidation of a legal person, the head of the executive body of the legal person or the body authorised by the law or the charter for that purpose or the person authorised thereby notifies the Agency about being in the liquidation process by submitting the decision of the competent body on the liquidation of the legal person. The Agency, based on the information submitted by the legal person, posts on the official website for public notifications of the Republic of Armenia — http://www.azdarar.am  — an announcement on the liquidation of the legal person and the procedure and the time-limit for creditors to file claims.    

Moreover, this time-limit may not be less than two months starting from the day of publication of the announcement on liquidation, which is followed by state registration of the liquidation of the legal person in the prescribed manner. The application of the legal person on being in the process of liquidation is drawn up on the spot by the employee of the Agency based on the submitted documents and information or electronically, by Internet.  The application for liquidation of a legal person is submitted in the same way.

In which cases is a legal person liquidated?

A legal person may be liquidated:

(a) upon the decision of the founders (participants) of the legal person or the body of the legal person authorised for that purpose by the charter, including in connection with the expiry of the time-limit for which the legal person has been established or reaching the objective for which the legal person has been established; 

(b) in case of recognition of the state registration of the legal person as invalid by the court in connection with the violations of law committed in the course of its establishment;

(c) by a court judgement — in cases of performance of activities without a permit (license) or activities prohibited by law, multiple or gross violations of law or other legal acts, regular performance of activities contradicting the charter objectives by a non-governmental association or a fund, as well as in other cases provided for by law. 

The legal person is also liquidated as a consequence of bankruptcy.

What documents are submitted for state registration of liquidation?

The following documents shall be submitted for the state registration of liquidation of a legal person:

What is the procedure for submission of documents required for liquidation?

The applicant submits the documents required for state registration of liquidation to the Agency on paper personally or through a representative. If the person has an electronic signature, the application for state registration of the liquidation may be submitted via Internet, through https://www.e-register.am official website.

What is the procedure for state registration of liquidation?

After receiving an application on liquidation submitted by a legal person which is included in the list of economic entities with monopoly power or holding a dominant position, the Agency, within a period of three days after receiving the application, sends an enquiry to the State Commission for the Protection of Economic Competition of the Republic of Armenia to confirm the absence of any pending administrative proceedings initiated against the concerned legal person by the Commission, as well as of any liabilities towards the Commission. The Commission shall reply to the enquiry within 10 days after the day it was sent. Failure to reply to the enquiry in due time is considered as confirmation of the absence of any pending administrative proceedings initiated against the legal person, as well as of any liabilities towards the Commission. 

Within one working day after the receipt of an application on registering the liquidation, the Agency makes an enquiry to the tax authority to confirm the absence of any state budget and social security liabilities of the legal person. The tax authorities shall reply to the enquiry within 20 days after receiving it. If the tax authority fails to reply, in due time, to the enquiry provided for in this point or send another reply (except for the reply on existence of liabilities and their precise amount), it shall be considered as confirmation of the absence of any state budget and social security liabilities of the legal person.  

If the person having applied for the liquidation also submits a statement of information issued by the tax authority on the absence of tax liabilities towards the state budget and of social security liabilities, the above-mentioned enquiry is not sent to the tax authority and the registration of the liquidation is carried out immediately. Having found no grounds for rejecting the state registration after checking the required documents and receiving the relevant confirmations, the liquidation of the legal person is considered registered and the Agency records, within one working day, the information on liquidation in the State Unified Registry. 

The legal person is considered liquidated and its existence terminated from the moment of state registration.

Is there any state duty payable for the registration of liquidation?

The state duty payable for the liquidation of the legal person is AMD 10 000.

Which are the cases for rejecting the registration of liquidation?

The grounds for rejecting the registration of liquidation of the legal person are as follows:

(a) violation of the procedure as prescribed by law for liquidation of legal persons; 

(b) failure to submit documents required by law; 

(c) non-compliance of the submitted documents with the requirements of law; 

(d) receiving a clear reply that the legal person has state budget and social security liabilities or that there are pending administrative proceedings initiated against the legal

person.

What is the procedure for appealing against the actions (omissions) of the body carrying out state registration of liquidation?

Rejection of state registration of liquidation, evasion of carrying out state registration, as well as evasion of providing information may be appealed against in order of superiority to the Minister of Justice of the Republic of Armenia or in court.