In order to realise a certain activity (business) in the Republic of Armenia, it is required to register a legal entity with a certain organizational-legal form. The selection of proper type and form of the legal entity depends on the nature of the planned activity and its goal.
According to Armenian legislation there are two general types of organizations: a) profit organizations, and b) non-profit organizations.
Each of them includes the following types of organizations.
Types of profit organizations are:
a) Individual Entrepreneurship,
b) Limited Liability Company,
c) Joint Stock Company (Open and Closed)
The most common types of non-profit organizations are:
a) Non-governmental organizations (NGO),
b) Foundations.
There are also Institutions (“himnark”) and religious organizations as rare types of non-profit organizations.
Profit and non-profit organizations (including foreign organizations) may register their representative offices or branches in Armenia and its regions․
Representative office is considered to be a separate division of the legal entity located outside the location of the legal entity, which represents the interests of the legal entity and carries out their protection.
The parent legal entity is responsible for the activities of the representative office.
A branch is considered to be a separate division of a legal entity located outside its location, which performs all or part of its functions, including the functions of a representative office.
The parent legal entity is responsible for the activities of the branch.
Thus, foreign non-profit organizations are also right to found profit or non-profit organizations, their branches and representative offices.
Each type of legal entity must have executive body such as Director, Chief Executive Officer, President, Head, Executive Director or by other name. To be able to carry out his functions, the director must be an Armenian resident and physically work in Armenia. The director must have Armenian Identification Card to be able to sign the reports electronically.
NGO registration
The non-profit organization is a social association of citizens of the Republic of Armenia, citizens of foreign countries, stateless persons (hereinafter referred to as natural persons) and/or legal entities, which has the status of a non-commercial (non-profit) organization.
The NGO can be without membership restriction or with limited membership.
The NGO has the right to carry out business activities in accordance with the goals set by its charter, to manage its property and the results of its activities for this purpose, as well as to create a commercial organization or become a participant in it in accordance with the law.
The NGO can be established through the establishment of a new organization or the reorganization of an existing legal entity in accordance with the procedure established by law.
Creation of an NGO through incorporation is carried out by the decision of its constituent meeting.
An NGO can be established by at least two persons: a natural person and/or a legal entity (organisation).
The required documents for NGO registration in Armenia are as follows։
1) application according to the requirements set for by law
2) the founder’s (foreign legal entity) decision to found an NGO or protocol of constituent assembly or agreement between the founders (it is required to have minimum two founders of the NGO, natural or legal persons)
3) the founder’s Charter and state registration certificate
4) passport of the director (president) of the new registering NGO
5) the Charter of the new registering NGO
6) statement on the beneficial owner
7) receipt for payment of state registration fee (state registration fee is 10,000 AMD (about 25 USD).
All these documents must be presented in Armenian (foreign documents must be translated into Armenian and verified by a notary).
The authorized state body to register a legal entity (NGO, Foundation, etc.) in Armenia is the Agency for State Register of Legal Entities of the Ministry of Justice of the Republic of Armenia (hereinafter referred to as “Agency”). There is not any other entity involved in registration process of NGOs. So, the registration package must be submitted to the Agency. No need to submit any document to any other state body for NGOs registration.
After registration the Agency submits necessary information to the State Revenue Committee (these state bodies exchange data through special electronic system).
There are two options of preparing the registration documents:
a) the founders may draft the Charter of the NGO freely according to the requirements set for by law, or
b) the founders may use the samples published by the Agency.
According to the Law on NGOs, the Agency is obliged to register the NGO within 10 working days after receiving all required documents for registration or refuse it. This period refers to the first option, when the Founder drafts the Charter and other document without using the samples.
If the documents are submitted to the Agency according to the sample forms of the documents, the Agency is obliged to register during 2 working days.
State fee of registering an NGO is 10,000 AMD (about 25 USD).
Foundation registration
Foundation is a non-commercial organization, which is established based on voluntary contributions of property on behalf of citizens and (or) legal persons, and which does not have members and pursues social, charitable, cultural, educational, scientific, public health, environmental or other public benefit goals․
Creation of the foundation through establishment is carried out by the decision of the founders. A foundation can also be established by one person.
Founders of the foundation may be citizens of the Republic of Armenia, foreign citizens, stateless persons, legal entities of the Republic of Armenia and foreign legal entities, except for those persons whose participation in the foundation of the foundation is prohibited or limited by law.
The foundation may carry out entrepreneurial activities only in those cases, when it serves for the accomplishment of goals for which it has been created and corresponds to these goals. The foundation may carry out entrepreneurial activities directly, or it may create commercial organizations or participate in them.
The foundation has the right to carry out only in those types of entrepreneurial activities that are envisaged in its charter, in cases when it carries out those activities directly according to the manner stipulated by the law.
The required documents for foundation registration in Armenia are as follows։
1) application according to the requirements set for by law
2) the founder’s (foreign legal entity) decision to found a foundation or protocol of constituent assembly
3) the founder’s Charter and state registration certificate
4) passport of the director of the new registering foundation
5) the Charter of the new registering foundation
6) statement on the beneficial owner
7) receipt for payment of state registration fee (state registration fee is 10,000 AMD (about 25 USD).
All these documents must be presented in Armenian (foreign documents must be translated into Armenian and verified by a notary).
According to the Law on Foundations, the Agency is obliged to register the foundation within 10 working days after receiving all required documents for registration or refuse it.
Required documents, fees and registering procedure of a representative office or a branch of a legal entity are similar with the registration of an NGO or Foundation, besides of some special requirements set by law.
Any new registered organization in Armenia is required to open a bank account in Armenia. This is necessary for especially the State Revenue Committee to control financial transactions of the organization. All financial transfers must be done only by bank (several exceptions are set by law).
To open a bank account after the organization’s registration it is necessary to submit an application to a bank by the director (president). Along with the application it will be necessary to present the Charter and the state registration certificate of the organization to the bank for opening a bank account.
After registration NGOs, foundations, institutions and other legal entities are accountable to the state tax authority: financial reports by legal entities must be presented to the Tax Service Authority (State Revenue Committee) according to Tax regulations in Armenia. Besides, every year they are obliged to present statement on beneficial ownership to the Agency.
