of February 16, 2021 No. ZR-46
About modification and amendments in the Law "About Limited Liability Companies"
Accepted by National Assembly of the Republic of Armenia on January 19, 2021
Article 1. "About limited liability companies" (further - the Law) to state part 5 of article 40 of the Law of October 24, 2001 to No. ZR-252 in the following edition:
"5. General meeting is competent if the participants owning more than half of total number of voices of members of society participate in it.
Decisions of general meeting are made by the majority of total number of voices of members of society if this Law or the charter of society for adoption of this decision does not provide bigger poll.
Decisions on the questions specified in the subitem "b" of Item 2 of Article 36 of the present the Law are accepted by the majority members of society at least two third total number of voices if the charter of society for adoption of this decision does not provide smaller poll.
Decisions on the questions specified in the subitem "k" of Item 2 of article 36 of this Law are accepted by the unanimous decision of members of society.".
Article 2. To state article 50 of the Law in the following edition:
"Article 50. Reorganization of society
1. Reorganization (merge, accession, separation, allocation, transformation) of society is performed by the decision of general council.
2. In the cases provided by the law, reorganization of society in the form of separation or allocation from its list of one or several legal entities is performed by the court order. In the cases provided by the law, reorganization of society in the form of merge or accession can be performed only with the permission of authorized body.
3. Society, except for reorganization case in the form of accession, is considered reorganized from the moment of state registration of newly created legal entities.
Society by reorganization in the form of accession to other society is considered reorganized from the moment of state registration of the termination of activities of the joining society.
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