How is the reorganisation carried out?

The reorganisation of a legal person is carried out through merger, amalgamation, division, separation and restructuring.

In case of merger, two or more legal persons unite by creating a new legal person, which acts as legal successor of the merged legal persons.

In case of amalgamation, one of the legal persons maintains its existence while one or several legal persons amalgamate with it and their existence terminates, and the legal person which maintains its existence acts as legal successor of the amalgamated legal persons.

In case of division, one legal person is split into two or more legal persons, as a result of which the existence of the legal person terminates and other legal persons are established, which share the property of the divided legal person.

In case of separation, the legal person maintains its existence, but one or several legal persons are separated from it. The separated legal person may be provided with property and may accordingly assume obligations.

In case of restructuring, the legal person is restructured into another legal person and the latter acts as legal successor of the former.  In case restructuring, the organisational and legal form of the legal person is changed.

Which body carries out state registration in connection with reorganisation?

State registration in connection with reorganisation of the legal person is carried out by the Agency for State Register of Legal Persons of the Ministry of Justice of the Republic of Armenia (hereinafter referred to as “the Agency”), except for cases of reorganisation of legal persons whose registration shall be carried out by the Central Bank of the Republic of Armenia (banks, credit organisations, insurance companies, contractual investment funds, etc.).

What are the grounds for reorganisation of a legal person?

Reorganisation (merger, amalgamation, division, separation, restructuring) of a legal person is carried out based upon the decision of its founders (participants) or of a body of the legal person authorised therefor by the charter. 

In cases provided for by law, reorganisation of the legal person through division of the legal person or through separation from it of one or several legal persons is carried out upon a court’s civil judgement.

What documents are required in case of merger?

The merging legal person shall submit a document confirming the payment of the state duty (payment receipt, payment made through the electronic payment system at e-payments.am, etc.). 

The legal person established through merger shall submit:

-       protocol of the founding meeting (assembly or other body prescribed by law) on establishment of a legal person, signed by all the founders or the chairperson and the secretary (except for legal persons established by one person). In case of establishment of a legal person by one person in the case provided for by law -written decision of the founder,

-       charter in electronic document format approved by the meeting (assembly or other body prescribed by law) or at least two copies of the charter in hard copy;

-       decision of the participants of the merging legal persons or of the bodies authorised therefor by the charter;

-       document confirming the payment of the state duty;

-       transfer acts;

-       merger agreement;

-       other documents subject to mandatory submission for state registration as envisaged by the laws on legal persons of certain organisational and legal form (non-governmental organisations, political parties, etc.) or other laws.

What documents are required in case of amalgamation?

The amalgamating legal person(s) shall submit a document confirming the payment of the state duty. 

The legal person expanding as a result of amalgamation shall submit:

-       amendments and supplements to the charter (or the restated charter);

-       transfer act(s);

-       amalgamation agreement(s);

-       protocol of the common general meeting of the participants (assembly or other body prescribed by law) of the legal persons participating in the amalgamation;

-       decision of the participants of the amalgamating legal person or the body authorised therefor by the charter;

-       document confirming the payment of the state duty.

What documents are required in case of division? 

The dividing legal person(s) shall submit a document confirming the payment of the state duty. 

The legal person established through division shall submit:

-       the protocol of the founding meeting (assembly or other body prescribed by law) on establishment of a legal person, signed by all the founders or the chairperson and the secretary (except for legal persons established by one person). In case of establishment of a legal person by one person in the case provided for by law - written decision of the founder;

-       charter in electronic document format approved by the founding meeting (assembly or other body prescribed by law) or at least two copies of the charter in hard copy;

-       document confirming the payment of the state duty;

-       division (separation) balance sheet;

-       decision of the participants of the merging legal persons or the bodies authorised therefor by the charter;

-       other documents subject to mandatory submission for state registration as envisaged by the laws on legal persons of certain organisational and legal form (non-governmental organisations, political parties, etc.) or other laws.

What documents are required in case of separation?

The legal person undergoing separation shall submit:

-       decision of participants of the legal person being reorganised through separation or of the body authorised for that purpose by charter;

-       division balance sheet;

-       amendments or supplements to the charter of the legal person being reorganised through separation (or the restated charter);

-       document confirming the payment of the state duty.

 
The legal person established as a result of separation shall submit:

-       declaration of the founding meeting (assembly or other body prescribed by law) on the establishment of a legal person, signed by all the founders or the chairperson and the secretary (except for legal persons established by one person). In case of one person establishing a legal person as prescribed by law the written decision of the founder shall be submitted;

-       charter in the form of an electronic document approved by the assembly (convention or other body prescribed by law) or at least two copies of the charter in hard copy;

-       document confirming the payment of the state duty;

-       other documents subject to mandatory submission for state registration envisaged by laws on legal persons having specific organisational and legal form or other laws;

-       decision of participants of the legal person being reorganised through separation or of the body authorised for that purpose by charter;

-       division balance sheet.

What documents shall be submitted in case of restructuring?

The legal person being restructured shall submit a document confirming the payment of the state duty. 

The legal person established as a result of restructuring shall submit:

-       declaration of the founding meeting (assembly or other body prescribed by law) on the establishment of a legal person, signed by all the founders or the chairperson and the secretary (except for legal persons established by one person). In case of one person establishing a legal person as prescribed by law the written decision of the founder shall be submitted;

-       charter in the form of an electronic document approved by the assembly (convention or other body prescribed by law) or at least two copies of the charter in hard copy;

-       document confirming the payment of the state duty;

-       other documents subject to mandatory submission for state registration envisaged by laws on legal persons having specific organisational and legal form or other laws;

-       decision of participants of the legal person being restructured or of the body of the legal person authorised for that purpose by charter;

-       deed of transfer.

What is the procedure for submitting an application for reorganisation?

The application for state registration in connection with reorganisation of a legal person is drawn up on the spot by the employee of the Agency based on relevant documents and information presented to the latter. The applicant submits to the Agency the documents required for state registration in hard copy personally or through a representative. If the person has an electronic signature, the application for state registration may be submitted through the official website at https://www.e-register.am.

What is the procedure for registration of reorganisation?

Not later than within 10 working days upon the submission of all the necessary documents to the Agency and in case of absence of grounds for rejecting state registration, the Agency must carry out state registration(s) in connection with reorganisation in the manner prescribed. Other time-limits for state registration in case of reorganisation may be prescribed by relevant laws on legal persons having specific organisational and legal form and other laws. 

Reorganisation is considered effective upon making relevant entries in the register with regard to organisations established as a result of reorganisation and terminating their activities.

What is the rate of the state duty?

The state duty for state registration in case of reorganisation is collected at the following rates:

-          AMD 10 000 (ten thousand) for the termination of activities resulting from the reorganisation of commercial organisations subject to registration in the State Register which shall be transferred to the following bank account — 900005160719; 

-          AMD 5 000 (five thousand) for the termination of activities resulting from the reorganisation of non-commercial organisations subject to registration in the State Register which are transferred to the following bank account —  900005160727; 

-          AMD 5 000 (five thousand) for the termination of activities resulting from the reorganisation of institutions which is transferred to the following bank account — 900005160743.

In what cases is state registration rejected?

The grounds for rejecting state registration in connection with reorganisation of a legal person are the following:

(a)  failure to submit the documents prescribed by law or submission of incomplete documents or submission of documents which are inconsistent with law or other documents submitted by the legal person; moreover, the compliance of the provisions of the charter of the commercial legal person with law is not verified; 

(b)  the procedure for the reorganisation of legal persons prescribed by law has been breached; 

(c)   provisions relating to the legal succession of liabilities of the reorganised legal person, as well as other provisions prescribed by law are not included in the charter, contract, deed of transfer and division balance sheet submitted for reorganisation purposes.

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

The rejection of state registration in connection with reorganisation, evasion of 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.