What is important before filing a company for state registration?
Before submitting the company for registration, it is necessary to decide:
a) under what name will the company be registered (brand name),
b) who will be the founder or founders of the company (owners of the company),
c) what will be the location of the company (registration address),
d) what will be the size of the company’s statutory capital, the size of participants’ shares.
This information is mandatory information to be included in the company charter. Therefore, before submitting the company for registration, a decision should be made regarding the mentioned issues. When creating a company, it is also necessary to decide from the beginning who will be the director of the company, because when submitting the registration, this information is also submitted to the competent state body to register the director of the company.
How to choose a company name?
A business name is the name under which a legal entity carries out its activities and is distinguished from other legal entities.
When choosing the name of the company, care should be taken so that a company registered with the same name is not registered in the unified state register. Otherwise, the company’s registration will be rejected, and even if it is registered, problems may arise from the point of view of copyright protection. To check whether a company with the same name is registered, you can search beforehand in the corresponding search field of the website www.e-register.am
The registration of a trade name is rejected if the name with a distinctive meaning of the name presented as a trade name:
1) identical to the brand name of another legal entity registered in the Republic of Armenia;
2) is identical or completely includes the names of the state administration bodies of the Republic of Armenia;
3) reproduces the full or abbreviated name of the international organizations protected in accordance with the international treaties of the Republic of Armenia;
4) contains insults, insulting names, is inappropriate to national or spiritual values, contradicts the principles of humanity and morality.
Who are considered founders of LLC?
Founders of a limited liability company are persons who have signed an agreement on establishing a company, who signed such an agreement before the state registration of the company. If the company is founded by one person, the person who made the decision on the establishment of the company is considered the founder of the company. In practice, the founders of the company are also called owners or participants of the company.
Participants of the company are considered to be persons who have ownership rights to the shares of the company from the moment of the state registration of the company. Founders or participants of the company can be natural and legal persons, the Republic of Armenia and communities. Moreover, not only citizens of the Republic of Armenia and legal entities registered in Armenia, but also foreign citizens and organizations can establish a company in Armenia.
A person is considered a founder/participant of a company from the moment of his/her registration as such in the register of company participants by the body implementing the state registration of legal entities.
The state body registering the founders of the LLC is the agency of the State Register of Legal Entities of the RA Ministry of Justice, whose address is: Yerevan, Komitas ave., 49/3 building.
What is the registered office or registered address of the company?
The location of a limited liability company is the location of its permanent operating body, the location of any of the executive bodies defined by the charter. The state registration of the company is carried out by the location of the company. Delivery of mail and other correspondence to the Company’s location shall be considered proper delivery.
It should be noted that the company’s registration (legal) address is important for registration with the relevant tax authority. The tax accounting and tax control of the company is carried out by the territorial tax service of the place of company registration. The address of the residence of its founder or the actual place of business of the company is usually registered as the address of the company.
What is the authorized capital of the company, how to determine its amount?
The authorized capital determines the minimum size of the company’s property guaranteeing the interests of creditors. In other words, the statutory capital of the company is the amount defined by the statute, which the founder or founders invest to guarantee the protection of creditors’ interests.
When establishing a company, the minimum amount of the company’s statutory capital is not set by law. It can be AMD 1,000 or any other amount that the founders will determine as the minimum amount of the company’s authorized capital.
How to determine the size of participants’ shares in the company?
The amount of shares of company participants is determined by percentages or in the form of parts. The size of the share of the participant of the company must correspond to the ratio of the nominal value of his share and the authorized capital of the company. Thus, if the owner of the company is one person, his share in the company will be 100%. In the case of more than one founder, their shares may be different or equal (for example, in the case of two founders: 50% / 50% or 30% / 70%, etc.). In any case, the share sizes of the founders (participants) of the company must be specified in the charter, in the annex attached to it.
What documents are submitted to register a state register LLC?
The documents required to register an LLC are:
1) application.
2) the decision of the founders to establish a legal entity or the minutes of the founding meeting (convention or other body established by law), signed by all founders or, in cases provided by law, by the chairman and secretary of the meeting;
3) the charter of a legal entity, approved by the founder (founders) or founding assembly (assembly or other body established by law);
4) information about the head (director) of the executive body of the legal entity or his temporary deputy: passport data and social card number or a note about the person’s refusal of the social card and the corresponding reference number, e-mail address;
5) in case of establishment of a legal entity by one person, instead of the document provided for in point 2, the sole written decision of the founder is submitted. If there is an RA legal entity among the founders of the entity, then, in addition to the above-mentioned documents, it is necessary to submit the decision of the authorized body of the founding legal entity and information about the founding legal entity: the name and state registration number of the legal entity. The information specified in this part is not submitted if the founder is a state or community.
If the founder of the legal entity created through incorporation is a foreign legal entity, in addition to the documents provided for state registration, the following must also be submitted:
– an extract from the country’s commercial register, or
– other authoritative document confirming the legal status of a foreign legal entity and its founding documents (or relevant extracts) certified and translated into Armenian.
If the founder of the legal entity created through incorporation is a foreign natural person, in addition to the documents provided for state registration, a copy of the passport or other identity document of the given person, certified and translated into Armenian, is submitted.
When establishing a company, you can use the legal services of our law office.
