Company Registration in Armenia

Initiating Business Operations in Armenia – Guided by Legal Expertise

The process of establishing a company in Armenia is intricately woven into the fabric of local regulations. The nation's pivotal geographical location, where Europe and Asia intersect, underscores its strategic significance. Entrepreneurs with a global vision are drawn to Armenia due to its unique position that offers access to both European and Asian markets.

In the forthcoming sections, we shall delve into the core intricacies of commencing a business venture in this nation. This information proves particularly invaluable for entrepreneurs deliberating on embarking on the path of company registration in Armenia.

Founding a Business in Armenia in 2024: Principal Benefits

Embarking on a business journey in the Republic of Armenia opens doors to an array of advantages, including:

• Strategic Geographic Placement: Armenia holds a strategic geographical advantage.
• Rapid Economic Advancement: The economy is swiftly progressing and evolving.
• Political Stability: The nation enjoys a consistently stable political environment.
• Bridging European and Asian Markets: Armenia serves as a bridge between European and Asian markets.
• Equal Rights for Foreign Entities and Citizens: Foreign legal and physical entities enjoy equal rights as Armenian citizens in terms of company registration and business activities.
• Minimal Capital Requirements: The stipulated authorized capital requirements are kept at a minimum.
• Remote Business Setup and Account Initiation: Remote business establishment and account opening options are available.
• Foreign Ownership of Capital: Armenian laws allow foreign entities to wholly own authorized capital.
• Efficient Company Formation Process: Armenia offers an expedited and streamlined company formation process.
• Avoidance of Double Taxation: The country boasts over 40 Double Taxation Avoidance agreements.
• Unrestricted Information and Income Repatriation: There are no restrictions on repatriating personal information and income.
• Tax Incentives in Free Economic Zones: Armenia extends tax incentives to enterprises in free economic zones, including exemptions from income, profit, property taxes, and VAT.
• Attractive Free Economic Zones: Armenia houses four active free zones that bestow significant benefits, encompassing tax exemptions and customs privileges to companies.
• Enrolling Legal Entities: Assorted Business Structures

Foreign investors have the liberty to establish a variety of company types as defined by Armenian regulations, such as:

• Limited Liability Company (LLC)
• Joint Stock Company (open or closed)
• Partnership
• Individual Entrepreneurship
• Branch or Representative Office

Preferred Selection: Limited Liability Company (LLC)

The LLC format garners considerable favor among foreign investors. It constitutes a business formed by one or multiple individuals, with capital distributed into shares. Participants carry no personal liability for obligations but share the risk of losses commensurate with their contributions. Profit sharing aligns with investment contributions. LLCs and founders are subject to separate taxation. Registering an LLC in Armenia mandates at least one director and one founder, irrespective of residency. The minimum paid-up capital is 1 euro. Annual audited financial reports must be furnished.

Company Registration Process in Armenia: A Procedural Overview

The process of company registration in Armenia begins with the selection of the suitable legal structure for the impending enterprise. This pivotal step not only shapes the company's management protocols but also sets the tone for founder dynamics, profit distribution mechanisms, and other essential facets of the business.

Following this foundational choice, the registration procedure takes a significant turn with the assignment of the company's name. Armenian regulations lay down stringent guidelines for name validation during the company registration process. This includes the option to use an abbreviated or foreign-language name if deemed appropriate. However, it's vital to recognize that, akin to many nations, Armenia mandates that the chosen company name remains distinct from existing entities. It must avoid any resemblance to state governing bodies, international organizations, offensive language, or names conflicting with national values.

Another key aspect in the establishing a company lies in the contributions towards authorized capital. It's important to understand that certain sectors, such as banking and insurance, necessitate higher authorized capital amounts in accordance with Armenian law.

During the course of company registration, founders are entrusted with the responsibility of designing the company's administrative structure. This includes delineating the organizational framework, specifying body authority, and outlining procedures for leadership selection, election, and dissolution. A clear and transparent roadmap for leadership selection is paramount, as it helps prevent potential conflicts of interest and power struggles within the organization.

While certain business domains may not require licenses or permits, specific activities could call for special licenses or regulatory notifications. It's important to be aware that in some cases, municipal approval may also be obligatory.

When registering a Limited Liability Company (LLC) in Armenia, a confirmed registered company address is mandated.

How to start the company registration process

To successfully register a company in Armenia, the following information is essential:

• Company address
• Details about authorized capital and ownership shares of participants
• Founder information (For legal entities: country of incorporation, name, address)
• Articles of Association
• Founder's resolution or minutes of founders' meeting
• Declaration of the ultimate beneficial owner
• Details of the executive body leader: citizenship, name, surname, passport information, address

For founders representing foreign legal entities, a trade register extracts, or equivalent document is necessary. Foreign individuals should provide a translated and notarized copy of their passport.

All State Register documents must be in Armenian. Foreign documents must be translated and notarized prior to submission.

Understanding the Taxation System

Before delving into company establishment in Armenia, it's crucial to grasp the prevailing taxation system, which encompasses:

Corporate Income Tax (CIT):

• Residents: Taxed on global income.
• Non-Residents: Taxed solely on income sourced from Armenia.
• Standard CIT Rate: 18%

Value Added Tax (VAT):

• Armenia's VAT law harmonizes with EU VAT Directive principles.
• Standard VAT Rate: 20%
• Applicable to domestic sales, services, and imported goods.
• Some goods may benefit from zero-rated taxation.

Withholding Taxes (WHT):

• WHT applies to payments made to non-residents.
• Varied Rates:
• Insurance, reinsurance, transportation fees: 5%
• Interest, royalties, rentals, non-securities capital gains: 10%
• Dividends to non-residents: 5%
• Capital gains from securities: Exempt from tax
• Other income (services) from Armenian sources: 20%

Legal Expertise for a Robust Business Venture

YB Case lawyers guarantee that thorough legal compliance and due diligence play a pivotal role in the process of establishing and operating a business in Armenia. Understanding local laws, regulations, and industry-specific requirements is essential to ensure that your business operates within the legal framework and avoids potential legal pitfalls.

Moreover, intellectual property protection is paramount in safeguarding your business's intangible assets. Registering trademarks, copyrights, and patents ensures the exclusivity and value of your creations.

The significance of well-drafted contractual agreements cannot be overstated. Clear and comprehensive contracts with suppliers, customers, partners, and employees mitigate risks, disputes, and provide a legal basis for conflict resolution.

Corporate governance and compliance are essential for maintaining transparent and accountable business operations. Adhering to corporate governance standards, transparent financial reporting, and fulfilling obligations to shareholders are imperative for sound corporate management.

Data protection and privacy regulations require careful consideration. Understanding your obligations and rights concerning the collection, processing, and storage of personal data is vital for compliance and maintaining the trust of your clients and stakeholders.

Labor and employment laws shape your relationship with your workforce. Comprehending regulations related to employment contracts, wages, working hours, and termination is critical for creating a harmonious and lawful work environment.

Dispute resolution mechanisms, including litigation, arbitration, and alternative dispute resolution methods, are crucial for resolving conflicts. Incorporating a well-defined dispute resolution clause in contracts can provide a clear roadmap for addressing disputes.

Customs and import/export regulations are pertinent for businesses involved in international trade. Ensuring compliance with customs requirements and documentation is vital to facilitate smooth cross-border transactions.

Anti-corruption and anti-money laundering laws are of paramount importance to maintain the integrity of your business. Implementing robust internal controls and due diligence procedures prevent involvement in unlawful activities.

Conclusion

According to the forecasts of the International Monetary Fund, in 2024, Armenia's GDP growth will be 5.5%. Inflation forecasts were lowered from 6% to 5.5%. The World Bank is more restrained in its forecasts on growth prospects, and announces economic growth at the level of 4.4%. These, although not huge, are quite encouraging figures for foreign investors who decide to establish a business in Armenia. Particularly interesting prospects are opening up for entrepreneurs who are focused on providing various types of services, since this sector will become the driver of Armenia's economic development in the coming years. In 2022, the country received a powerful stimulus for economic development in the form of foreign capital inflows, and today it creates ideal conditions for the inflow of foreign investment into Armenia to continue unabated.

For tailored legal advice and guidance, consult YB Case legal professionals with expertise in Armenian laws and regulations.