Unofficial translation (c) Soyuzpravoinform LLC

LAW OF THE REPUBLIC OF ARMENIA

of June 23, 2025 No. ZR-159

About cryptoassets

Accepted by National Assembly of the Republic of Armenia on May 29, 2025

Section 1. General provisions

Chapter 1. General provisions

Main objectives of this law are protection of the rights and legitimate interests of clients and acquirers of cryptoassets in the market of cryptoassets of the Republic of Armenia, ensuring fair and transparent functioning of the market of cryptoassets and decrease in systemic risks in the market of cryptoassets.

Article 1. Subject of regulation and coverage of the law

1. This law governs the relations connected with implementation of activities in the market of cryptoassets of the Republic of Armenia and establishes:

1) procedure for public offer, purchase and sale of cryptoassets;

2) types of service with cryptoassets (further also - services with cryptoassets), and also procedure for their provision and realization;

3) powers and obligations of the Central bank in the sphere of regulation and supervision of the market of cryptoassets;

4) responsibility for violation of requirements of this law, the regulatory legal acts adopted on its basis and other legal acts.

2. The market of cryptoassets of the Republic of Armenia includes the persons issuing and offering cryptoassets in the territory of the Republic of Armenia, persons providing services with the cryptoassets which are subject to licensing under this law and persons acquiring cryptoassets through the persons offering or providing services with the cryptoassets which are subject to licensing under this law in the territory of the Republic of Armenia.

3. Provisions of this Law do not extend to the cryptoassets corresponding to determination of security or the derivative financial instrument in value of "The law on the security market", the relations connected with which are regulated by "The law on the security market".

4. The provisions established by this law do not extend to the cryptoassets corresponding to determination of share or share of fund for sense of the law "About Investment Funds", the relations with which are governed by the law "About Investment Funds".

5. The provisions established by this law do not extend to the bank deposit or cryptoassets corresponding to determination of the bank deposit agreement in sense of the law "About Banks and Banking Activity", the relations with which are governed by the law "About Banks and Banking Activity".

6. The provisions established by this law do not extend to the cryptoassets corresponding to determination of the insurance policy or certificate in sense of the law "About Insurance and Insurance Activity", the relations with which are governed by the law "About Insurance and Insurance Activity".

7. The provisions established by this law do not extend to the following organizations if the last act as issuers or provide services with use of cryptoassets:

1) to the Republic of Armenia, the Central bank, communities of the Republic of Armenia;

2) on the International Monetary Fund, the European Central Bank, the European Investment Bank, other international organizations which members is the Republic of Armenia, and also on other international organizations included in the list established by Council of the Central bank.

8. The provisions established by this law do not extend to cryptoassets which:

1) are unique in essence (each of them has certain characteristics) and are not interchangeable, or

2) technically it is impossible or it is banned by law, or issue conditions for transfer to other person;

3) are issued by Central Banks or other national banks.

9. In sense of Item 1 of part 8 of this Article the cryptoasset is not considered unique or not interchangeable if such cryptoasset was offered by the divided parts.

10. Provision of services with use of cryptoassets is not regulated by the provisions established by this law if they are presented:

1) only legal entities belonging to the same group or

2) liquidation commission, and in case of insolvency - within the activities performed by temporary administration.

Article 2. The legal acts regulating the market of cryptoassets

1. The relations in the market of cryptoassets are governed by this Law, the Civil code of the Republic of Armenia both other laws, and regulatory legal acts if other regulation is not provided by this Law.

Article 3. The basic concepts used in the law

1. In this Law the following basic concepts are used:

1) the decentralized register - the electronic register in which transactions with cryptoassets and data on them and which is synchronized are registered and, along with preserving, is available in network of technology of the decentralized register (further also TDR), using the mechanism of mutual coordination;

2) technology of the decentralized register - technology which allows to start and use the decentralized register;

3) the mechanism of mutual consent rule and processes on the basis of which the agreement on conditions of check and registration of transactions by TDR network in the decentralized register is reached;

4) TDR network - the equipment or processes, by means of each of which all transactions and data on them registered in the decentralized register fully or partially remain by means of each of them;

5) the cryptoasset property, based on enciphering (cryptography) which has value or certifies the right and which can be transferred and be stored exclusively in electronic form by means of TDR or other similar technology;

6) the token attached to asset - type of cryptoasset which cost for the purpose of maintenance of stability becomes attached to currency value (except for payment securities) or their groups, or to other assets established by regulatory legal act of Council of the Central bank;

7) currency cost - according to the value applied by the law "About Currency Control and Currency Exchange Control";

8) electronic cash token - type of the token attached to the asset which is considered as electronic money which cost is attached to the drama of the Republic of Armenia for the purpose of maintenance of its stability;

9) consumer token is type of cryptoasset which provides the right to acquire or use any goods or services offered only by the issuer;

10) the issuer - the legal entity who issues or issued cryptoasset;

To issue 11) - set of the actions of the person directed to creation of cryptoassets;

12) the public offer message of any form addressed to persons which contains the offer on sale of cryptocurrency or the invitation to make the proposal on purchase of cryptocurrency;

13) the acquirer of cryptoassets owners of cryptoasset or person who plans to acquire cryptoasset;

14) sale or purchase and sale of cryptoasset purchase and sale of cryptoasset or exchange for other cryptoasset;

15) person providing services with cryptoassets - person having in the procedure established by this law the license for rendering any service with cryptoassets, person having the operating authority of branch in the territory of the Republic of Armenia person providing services with foreign cryptoassets;

16) storage of cryptoassets - activities for storage of cryptoassets or access facilities to them (including if they are expressed as passwords), accounting of the property rights and other property rights on them. Storage of cryptoassets also includes transfer of cryptoassets, the property rights and other property rights on them on the accounts of cryptoassets opened by custodian of cryptoassets, except for transfer of cryptoassets from one account or the address in the decentralized register into other account or the address;

17) the keeper of cryptoassets faces, having license or permission to provision of services on storage of cryptoassets;

18) platform for trade in cryptoassets or trade platform - multilateral platform by means of which the meeting of proposals of other persons on purchase and sale of cryptoassets and the conclusion of transactions on their basis on platform according to rules of platform is provided or will be organized;

19) the operator of platform face, having license or permission to provision of services on start of platform for trade in cryptoassets;

20) implementation of purchase and sale of cryptoassets for the account implementation of purchase and sale of cryptoassets at own expense for the purpose of ensuring liquidity of any cryptoasset (including by implementation of bilateral quotations) or accomplishment of orders of the client. criteria for evaluation of the purposes of activities provided by this Item can be established by regulatory legal act of Council of the Central bank;

21) acceptance and the message of orders on transactions with cryptoassets obtaining of orders on purchase and sale of cryptoassets from clients and the message to other person for the purpose of the conclusion or transactions of purchase and sale;

22) placement of cryptoassets - the first sale of cryptoassets to the acquirer of cryptoassets. Placement can be performed by the issuer of cryptoassets or person having the right to render service, stipulated in Item 6 parts one of article 16 of this Law (further - the placing person);

23) the underwriter person which acquires cryptoassets at the issuer for the purpose of underwriting and offers or sells the issuer's cryptoassets for the purpose of underwriting;

24) provision of the consultations connected with cryptoassets provisions of the individual consultations to the client connected with transactions with cryptoassets or services with cryptoassets;

25) management of packet of cryptoassets managements of the cryptoassets given by person to its ownership, belonging to the client and intended for investment into cryptoassets from his name for benefit of the client or other persons (beneficiaries) specified by the client for benefit of the client or for benefit of other persons (beneficiaries) according to the instructions this by the client;

26) the translation of cryptoassets - transfer of cryptoassets from one account or the address which is present at the decentralized register into other account or the address into the customer account;

27) the document of the offer - the document containing information established by this law and regulatory legal acts adopted on its basis concerning the issuer and the offered cryptoassets based on which the public offer of cryptoassets is performed or is issued permission to trade in cryptoassets on trade platform;

28) reserve assets sets of the assets intended for maintenance of stable cost of the token attached to asset and implementation of the redemption or repayment of the token attached to asset upon the demand of the client;

29) the client person which uses services of person providing services with use of cryptoassets or which addressed person providing services with use of cryptoassets for the purpose of use of this service;

30) the skilled investor - person answering to the criteria of the skilled investor provided by the law "About the Security Market" or person who corresponds to the criteria established by the regulatory legal acts adopted based on the subitem "g" of Item 23 of article 3 of the law "About the Security Market" in the sphere of cryptoassets;

31) the professional client client answering to criteria and requirements imposed to the skilled investor;

32) security - as it is determined in the Law on the security market;

33) service with cryptoassets services or activities with cryptoassets, the stipulated in Clause 16 these Laws;

34) competent authority of the foreign state - the competent state body controlling the market of cryptoassets of foreign state;

35) the address - the specific combination of letters, figures or other symbols belonging to the specific accounting record which is present at the register created with use of the decentralized or similar technology and to which or from which cryptoactive information can be translated.

2. The concepts used in this law which are not determined by part of 1 this Article are applied in the sense established by the Civil code of the Republic of Armenia and the law "About the Security Market" if other sense of their use does not follow from provisions of this law.

Section 2. Public offer and trade in cryptoassets

Chapter 2. Public placement of cryptoassets and permission to trade on trading floors

Article 4. Scope of the present undressed

1. This Section does not extend:

1) on public placement of the offered cryptoassets gratuitously;

2) on public placement of cryptoassets which are automatically generated as remuneration for maintaining the decentralized register or authentication of transactions;

3) on public offer of consumer tokens which the buyer has the right to use for acquisition or use of any existing product or service;

4) on public placement of cryptoassets which the buyer has the right to use only for access to the goods or services offered by group of persons, performing business activity, being in contractual relations with the issuer.

2. For the purposes of part of 1 this Article cryptoassets are not considered provided gratuitously if the acquirer of cryptoassets provide to the issuer the personal data determined in the Marine life protection act of personal data in exchange for this cryptoasset or the issuer receives from the acquirer of cryptoassets any payment, monetary or non-cash compensation in exchange for transfer of this cryptoasset.

3. If the public offer of cryptoassets is performed by person which is not the issuer, then the provisions of this Section applied to the issuer are applied to such person if other is not provided by this Section.

4. If the public offer of cryptoassets is performed by person which is not the issuer, then the provisions of this Section applied to the issuer are applied to such person if other is not provided by this Section.

5. This Section is applied to the tokens attached to asset taking into account part 2 of article 59 of this Law.

6. Public transactions of purchase and sale of cryptoassets, stipulated in Item 2 parts of 1 this Article, can be performed only through persons having the right to render services with cryptoassets.

Article 5. Public placement of cryptoassets

1. Without publication of the document on the offer according to the procedure established by this Section, implementation of public offer of cryptoassets in the territory of the Republic of Armenia is forbidden.

2. The requirement stated regarding 1 this Article does not extend to public offers of cryptoassets if:

1) the offer is addressed to no more than 150 physical persons or legal entity (in case of acquisition of cryptoassets by persons providing services with use of cryptoassets, or the organizations having permission to provision of services with use of cryptoassets, the stipulated in Clause 18 these Laws the number of persons for whom or at the expense of which cryptoassets are acquired is considered);

2) the total cost of the offered cryptoassets at the price of release or sale within 12 months (from the date of the publication of the offer) does not exceed the size established by regulatory legal acts of council of the Central bank;

3) the offer is intended only for skilled investors, and only skilled investors can acquire these cryptoassets after placement.

3. The exceptions established by part 2 of this Article are not applied when the issuer publicly reports about the intention to request permission to trade in these cryptoassets on trade platform in the public statement.

4. Each subsequent public offer of the same cryptoassets is considered the separate public offer to which the provisions provided by this Section are applied.

5. For the subsequent public offer established by part 4 of this Article, the document on the offer is not constituted if the document on the offer is already published according to this Section.

6. If the exceptions established by part 1 of article 4 of this law and part 2 of this Article are applied to public offer of cryptoassets, but the document on the offer is constituted voluntarily, the requirements established by this Section are applied to the document on the offer.

7. Public placement of cryptoassets of the foreign issuer can perform only person, stipulated in Item 6 parts 1 of article 16 of this law who signed with the issuer the service provision agreement on placement of cryptoassets.

Article 6. Permission to trade in cryptoassets on trade platform

1. It is forbidden to resolve trade in cryptoassets on trade platform without publication of the document of the offer according to the procedure, established by this Section.

2. If cryptoassets are resolved to trade on trade platform at the initiative of the operator of platform and if the requirement about the publication is provided, the document of the offer is not published according to article 9 of this law, the operator of platform shall fulfill the requirement established by part of 1 this Article.

3. By the written agreement signed between person requesting permission to trade in cryptoassets on trade platform and the operator of platform it can be determined that instead of the issuer the operator of platform publishes the document of the offer according to the procedure, established by this Law.

4. The requirement about the publication of the document with the offer provided by part of 1 this Article is not applied if:

1) cryptoassets are already resolved to trade on any trade platform in the Republic of Armenia, and

2) the document with the offer was constituted and updated according to articles 13 and 14 of this law respectively.

Article 7. Requirements to advertizing

1. Any information relating to public placement of cryptoassets or permission to trade on trade platform which was published as advertizing by various information means (further referred to as with advertizing) shall conform to the following requirements:

1) shall not contain the misleading information;

2) it shall be provided as advertizing;

3) shall correspond to the data containing in the offer document if this law provides the requirement about publication of the offer document.

2. The requirements to advertizing established by this Article do not extend to the public offers of cryptoassets specified regarding the 2nd article 5 of this Law.

3. If this Law provides publication of the document on the offer, the announcement cannot be published before publication of the document on the offer. This requirement does not deprive the issuer or person applying for admission to trading by cryptoassets on trading floor, and in the case provided by part 2 of article 6 of this Law - the operator of platform of opportunity to take necessary actions for assessment of interest of potential acquirers in cryptoassets which will be offered in the future.

4. Central Bank has the right according to the procedure, established by its regulatory legal acts, to require submission of any document or the statement used for the advertizing connected with public offer of cryptoassets or admission to trading on trading floor for the purpose of check of observance of the requirements established by this Law and regulatory legal acts of Council of the Central bank.

5. Council of the Central bank can establish detailed requirements to the advertizing connected with public placement of cryptoassets or admission to trading on trading floor.

Article 8. Notification of the offer and advertizing

1. The issuer or person requesting permission to implementation of trade in cryptoassets on trading floor, and in the case provided by part 2 of article 6 of this Law, the operator of platform shall submit to the Central bank the offer document at least in 20 working days (30 working days in case of the offer document of the tokens attached to asset) before date of publication of the offer document according to the procedure, established by Board of the Central bank.

2. Reasons in the Central bank why the cryptoasset offered in the offer document or admitted to trading on trading floor is not considered shall be applied to the offer document specified regarding 1 this Article:

1) the cryptoasset which is considered out of subject of regulation of this law according to parts 3-6 and 8 of article 1 of this Law;

2) the token tied to asset (in case of release of the cryptocurrency other than the token tied to asset).

3. The issuer or person requesting permission to trade in cryptoassets on trade platform or, in the case established by part 2 of article 6 of this law, the operator of platform represents to the Central bank advertizing, the stipulated in Clause 7 these laws, within one working day after receipt of the requirement about advertizing representation.

4. Central Bank does not register the document and advertizing of the offer provided according to parts 1 and 3 of this Article.

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info