Unofficial transfer (c) Soyuzpravoinform LLC
of May 30, 2025 No. ZR-115
About modification and amendments in the Law "About Limited Liability Companies"
Accepted by National Assembly of the Republic of Armenia on May 12, 2025
Article 1. State article 30 of the Law of the Republic of Armenia "About limited liability companies" of October 24, 2001, No. ZR-252 (further - the Law) in the following edition:
"Article 30. Procedure for introduction of deposits to the authorized capital of society
1. Each founder of society shall make completely the contribution to the authorized capital of the company in time established by the foundation agreement which cannot exceed one year from the moment of state registration of the company. Nominal value of contribution of each founder shall not be less nominal value of its share.
2. Release of the founder from obligation of introduction of the deposit, including by offsetting of its requirements to society is not allowed. Requirements of this part do not extend to cases of converting of shares based on the agreement of convertible loan.".
Article 2. Add the law with Article 33.1 of the following content:
"Article 33.1. Procedure for increase in the authorized capital of society in case of the conclusion of the agreement of convertible loan
1. General meeting can the unanimous decision of all members of society make the decision on the conclusion of the agreement of convertible loan, stipulated in Clause 886.2 Civil codes of the Republic of Armenia (according to which the company is borrower including in case such transaction is large deal). The decision on introduction of amendments to the agreement of convertible loan signed by society (according to which the company is borrower), is accepted by general meeting the unanimous decision of all members of society.
2. In case of the conclusion of the agreement of convertible loan (according to which society acts as the borrower) increase in the authorized capital of society happens according to the decision of general meeting of members of society.
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