Why are changes made?

In the course of its activities the legal person may, under different circumstances, undergo changes that are subject to mandatory state registration. These may include amendments or supplements to the charter of the legal person, replacement of the head of the executive body, changes in the charter capital or registration data, cases of alienation of shares or a part thereof, etc. Such changes may have legal consequences for both the legal person undergoing changes and the third persons only in case of state registration.

Which body carries out state registration of changes?

State registration of changes of legal persons is carried out by the Agency for State Register of Legal Persons of the Staff of the Ministry of Justice of the Republic of Armenia (hereinafter referred to as “the Agency”), except for the changes in legal persons registered by the Central Bank of the Republic of Armenia (banks, credit organisations, insurance companies, contractual investment funds, etc.).

Who can apply for registration of changes?

The head of the executive body of the legal person or any person having active legal capacity authorised by the former or any other person envisaged by the legislation has the right to apply for registration of changes in the legal person.

What documents shall be submitted?

For state registration of changes the applicant shall submit to the Agency:

(a) decision of the competent body on approving the amendments, supplements to the charter or the restated charter; 

(b) amendments or supplements to the charter (or the restated charter); 

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

In case of the replacement (appointment, election) of the head of the executive body of the legal person the following information shall be submitted:

(a) the decision(s) of the authorised body of the legal person on terminating the powers of the former head of the executive body subjected to state registration and appointing a new head of the executive body; 

(b) information relating to the new head of the executive body: name, surname and passport data, social card number or an indication that the person has refused to have a social card, e-mail address, address of the place of residence, of the registered residence.

What is the procedure for submitting the application for state registration of changes?

The application for registration of changes in the legal person is drawn up on the spot by the employee of the Agency based on relevant documents and information presented to the letter. 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 time-limit for registration of changes?

The Agency must carry out state registration of the relevant change not later than within two working days following the submission of all the required documents to the Agency. 
Other time-limits for state registration may be prescribed by relevant laws on legal persons having specific organisational and legal form or other laws, in particular the Law of the Republic of Armenia "On non-governmental organisations", the Law of the Republic of Armenia "On political parties", etc. 

Changes are considered effective upon making an entry in the register by the Agency.

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

The state duty for state registration of changes in commercial organisations comprises AMD 10 000 (ten thousand) which shall be paid to the following treasury account 900005160719. 

The state duty for state registration of changes in non-commercial organisations comprises AMD 5 000 (five thousand) which shall be paid to the following treasury account 900005160727.

In what cases is state registration of changes rejected?

The grounds for rejecting state registration of changes in the legal person are the following:

(a) breach of the procedure for changes in the legal person prescribed by law or charter; 

(b) failure to submit the documents prescribed by law 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 changes in the charter of commercial organisations or of the restated charter with law is not verified; 

(c) there is a relevant court decision or judgement prohibiting or restricting registration of changes in the legal person. 

Where state registration of changes following the submission of the application is not rejected within the specified time-limits, registration is considered effective.

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

The rejection of state registration of changes, evasion of state registration, as well as evasion of provision of information may be appealed against in order of superiority to the Minister of Justice of the Republic of Armenia or in court.