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CIVIL CODE OF THE REPUBLIC OF ARMENIA

of July 28, 1998 No. ZR-239

(as amended on 09-06-2021)

Accepted by National Assembly of the Republic of Armenia on May 5, 1998

Section 1. General provisions

Chapter 1. The civil legislation and other legal acts containing regulations of the civil law

Article 1. The relations regulated by the civil legislation and other legal acts containing regulations of the civil law

1. The civil legislation of the Republic of Armenia consists of of this Code and other laws containing regulations of the civil law.

The regulations of the civil law containing in other laws shall correspond to this Code.

2. The civil legislation, and also the presidential decrees of the Republic of Armenia and the order of the Government of the Republic of Armenia containing regulations of the civil law (further - other legal acts), determine legal status of participants of civil circulation, the basis of origin and procedure of the property right and other property rights, exclusive rights on results of intellectual activities (intellectual property), regulate contractual and other commitments, and also other property and related personal non-property relations.

Participants regulated by the civil legislation and other legal acts of the relations are physical persons (further - citizens) and legal entities, and also the Republic of Armenia and communities (Article 128).

The rules established by the civil legislation and other legal acts are applied to the relations with participation of foreign citizens, persons without citizenship and foreign legal entities if other is not provided by the law.

3. The civil legislation and other legal acts govern the relations between persons performing business activity or with their participation.

4. Family, employment relationships, the relations on use of natural resources and environmental protection are regulated by the civil legislation and other legal acts if family, labor, land, nature protection and other special legislation does not provide other.

5. The relations connected with implementation and protection of inaliennable human rights and freedoms and other non-material benefits are regulated by the civil legislation and other legal acts if other does not follow from being of these relations.

6. To the property relations based on administrative or other imperious subordination of one party another including to the tax, financial and administrative relations, the civil legislation and other legal acts are not applied if other is not stipulated by the legislation.

Article 2. Business activity

The independent, performed on the risk activities of person pursuing as main objective generation of profit from use of property, sales of goods, performance of works or rendering services are entrepreneurial.

Article 3. Principles of the civil legislation

1. The civil legislation is based on the principles of equality, autonomy of will and property independence of participants of the relations regulated by it, security of property, freedoms of the agreement, inadmissibility of any intervention someone in private affairs, need of free implementation of the civil laws, ensuring recovery of the violated rights, their judicial protection.

2. Citizens and legal entities acquire and perform the civil laws the will and in the interest. They are free in establishment of the rights and obligations on the basis of the agreement and in determination of any terms of the contract which are not contradicting the legislation.

The civil laws can be limited only to the law if it is necessary for protection of the state and public security, public order, health and morality of society, protection of the rights and freedoms, honor and reputation of other persons.

3. Goods, services and financial resources freely move in all territory of the Republic of Armenia.

Restrictions of movement of goods and services can be entered according to the law if it is necessary for safety, protection of life and human health, conservation and cultural values.

Article 4. Other legal acts

1. Voided according to the Law of the Republic of Armenia of 14.01.2017 No. ZR-10

2. On the basis and in pursuance of of this Code and other laws the President of the Republic of Armenia has the right to accept the decrees containing regulations of the civil law.

3. On the basis and in pursuance of of this Code and other laws, presidential decrees of the Republic of Armenia the Government of the Republic of Armenia has the right to accept the resolutions containing regulations of the civil law.

4. In case of contradiction of the presidential decree of the Republic of Armenia, the orders of the Government of the Republic of Armenia to this Code or other law this Code or the relevant law is applied.

5. Action and application of the regulations of the civil law containing in presidential decrees of the Republic of Armenia, the orders of the Government of the Republic of Armenia are determined by rules of this Chapter.

6. The ministries and other executive bodies, and also local government bodies can issue the acts containing regulations of the civil law only in cases and in the limits provided by this Code, other laws and legal acts.

 

Article 5. Operation of the civil legislation and other legal acts in time

1. Acts of the civil legislation and other legal acts have no retroactive force and are applied to the relations which arose after their introduction in action.

Operation of the law extends to the relations which arose before its introduction in action only in cases when it is directly provided by the law.

2. On the relations which arose before enforcement of the act of the civil legislation or other legal act it is applied to the rights and obligations which arose after its introduction in action. The relations of agreement parties, concluded before enforcement of the act of the civil legislation or other legal act, are regulated according to article 438 of this Code.

Article 6. Civil legislation, other legal acts and international agreements

1. The international agreements of the Republic of Armenia are applied to the relations specified in Article of 1 of this Code, directly except cases when follows from the international treaty that its application requires the publication of the interstate act.

2. If the international treaty of the Republic of Armenia establishes other regulations, than those which are provided by the civil legislation and legal acts are applied regulations of the international treaty.

Article 7. Business customs

1. Business custom the rule of conduct which developed and widely applied in any field of business activity, not stipulated by the legislation irrespective of whether it is fixed in any document is recognized.

2. The business customs contradicting mandatory provisions of the legislation or the agreement are not applied.

Article 8. Interpretation of civil regulations

Civil regulations shall be interpreted according to literal value of the words and expressions containing in them.

In case of various understanding of the words and expressions applied in the text of civil regulations, preference is given to the understanding answering to the principles of the civil legislation stated in Item 1 of Article 3 of this Code.

Article 9. Application of civil regulations by analogy

1. In cases when stipulated in Article 1 of this Code of the relation are directly not settled by the law or the agreement of the parties and there is no business custom, applicable to them, to such relations if it does not contradict their being, the regulations of the civil legislation governing the similar relations (analogy of the law) are applied.

2. In case of impossibility of application of analogy of the law of the right and obligation of the Parties are determined proceeding from the principles of the civil legislation (analogy is right).

3. Application by analogy of the regulations limiting the civil laws and establishing responsibility is not allowed.

Chapter 2. Emergence of the civil laws and obligations. Implementation of the civil laws

Article 10. Bases of emergence of the civil laws and obligations

1. The civil laws and obligations arise from the bases provided by the law and other legal acts and also from actions of citizens and legal entities which though are not provided by the law or other legal acts, but owing to the principles of the civil legislation generate the civil laws and obligations.

In connection therewith the civil laws and obligations arise:

1) from agreements and other transactions provided by the law and also from agreements and other transactions though which are not provided by the law, but not contradicting it;

2) from acts of state bodies and local government bodies which are provided by the law as the basis of emergence of the civil laws and obligations;

3) from the court resolution which established the civil laws and obligations;

4) as a result of property acquisition on the bases allowed by the law;

5) as a result of creation of works of science, literature, art, inventions and other results of intellectual activities;

6) owing to damnification to other person;

7) owing to unjust enrichment;

8) owing to other actions of citizens and legal entities;

9) owing to events with which the law or other legal act connects approach of civil consequences.

2. The rights to property which are subject to state registration arise from the moment of their registration.

Article 11. Implementation of the civil laws

1. Citizens and legal entities at discretion perform the civil laws belonging to them, including the right to their protection.

2. The refusal of citizens and legal entities of implementation of the rights belonging to them does not attract the termination of these rights, except as specified, provided by the law.

Article 12. Limits of implementation of the civil laws

1. The actions of citizens and legal entities performed only with intention to do harm to other person, and also abuse of the right in other forms are not allowed.

Use of the civil laws for the purpose of competition restriction, and also abuse of dominant position in the market is not allowed.

2. In case of non-compliance with requirements, stipulated in Item 1 this Article, court or arbitral the tribunal can refuse to person question of protection of its rights.

Chapter 3. Protection of the civil laws

Article 13. General provisions

1. Protection of the civil laws according to the jurisdiction of cases established by the Code of civil procedure of the Republic of Armenia is performed by court or arbitral tribunal (further – court).

2. By the agreement dispute settlement between the parties before appeal to the court can be provided.

3. Protection of the civil laws is administratively performed only in the cases provided by the law. The decision made administratively can be protested in court.

Article 14. Methods of protection of the civil laws

Protection of the civil laws is performed in the way:

1) recognitions of the right;

2) recoveries of the provision existing before violation of the right;

3) suppression of the actions violating the right or creating threat of its violation;

4) applications of consequences of invalidity of the insignificant transaction;

5) recognitions of the debatable transaction invalid and use of its invalidity;

6) recognitions invalid act of state body or local government body;

7) non-use by court of the act of the state body or local government body contradicting the law;

8) self-defenses of the right;

9) award to discharge of duty in nature;

10) indemnification;

11) penalties;

12) terminations or changes of legal relationship;

13) the different ways provided by the law.

Article 15. Recognition invalid act of state body or local government body

1. The act of state body or local government body which is not corresponding to the law or other legal acts and violating the civil laws and interests of the citizen or legal entity protected by the law can be nullified by court.

In case of recognition of the act by court invalid the violated right is subject to protection by methods, stipulated in Article the 14th of this Code.

2. The constitutional court of the Republic of Armenia, according to the Constitution of the Republic of Armenia, determines compliance of the laws, resolutions of National assembly, decrees and orders of the President of the republic, the orders of the Government and the Prime Minister, sublegislative regulatory legal acts of the Constitution.

Article 16. Self-defense of the civil laws

Person has the right to self-defense of the civil laws by all methods which are not forbidden by the law.

Methods of self-defense shall be proportional to violation and not go beyond the actions necessary for its suppression.

Article 17. Indemnification

1. Person whose right is violated can require full recovery of the losses caused to it if the law or the agreement do not provide indemnification in smaller size.

2. Losses are expenses which person whose rights are violated, made or will make for recovery of the violated right; loss or damage of its property (actual damage), the uncollected income which this person could receive in case of usual conditions of civil circulation if its rights were not violated (lost profit), and also non-material damage.

3. If person which violated the right received thereof the income, person whose right is violated has the right to require compensation along with other losses of lost profit in the amount of not smaller, than such income.

4. The non-material damage is subject to compensation only in the cases provided by the Law.

5. Content, procedure and conditions of compensation of the damage suffered by person which was affected by tortures are established by this Law.

Article 18. Indemnification, caused by state bodies and local government bodies

The losses caused to the citizen or the legal entity in owing to illegal actions (failure to act) of state bodies, local government bodies or officials of these bodies including the edition which is not corresponding to the law or other legal act of the act of state body or local government body are subject to compensation by the Republic of Armenia or the corresponding community.

Article 19. Protection of honor, advantage and goodwill

1. Honor, advantage, goodwill of person are subject to protection from publicly stated other person of insult and slander in cases and the procedure established by this Code and other laws.

2. Upon the demand of interested persons protection of honor, advantage of the citizen and after his death is allowed.

3. If establishment of person who spread the information discrediting honor, advantage or goodwill of person is impossible, then person on whom the similar information was spread has the right to take a legal action with the requirement to recognize the spread information untrue.

Section 2. Persons (subjects of the civil laws)

Chapter 4. Citizens

Article 20. Legal capacity of the citizen

1. Capability have the civil laws and perform duties (civil legal capacity) is recognized equally for all citizens.

2. Legal capacity of the citizen arises at the time of its birth and stops death.

Article 21. Content of legal capacity of citizens

Citizens can:

1) to have property on the property right;

2) to inherit and bequeath property;

3) to be engaged in the entrepreneurial and any other not forbidden by the law activities;

4) to create the legal entity independently or together with other citizens and legal entities;

5) to make the transactions which are not contradicting the law and to participate in obligations;

6) to choose the residence;

7) to have the rights of the author of works of science, literature and art, inventions and other results of intellectual activities protected by the law;

8) to have other property and personal non-property rights.

Article 22. Name of the citizen

1. The citizen acquires and performs the rights and obligations under the name including surname and name and also, at his desire, middle name.

In cases and according to the procedure, provided by the law, the citizen can use pseudonym (fictitious name).

2. The citizen has the right to change the name according to the procedure, the number is established by the law. Change by the citizen of name is not the basis for the termination or change of its rights and obligations acquired under former name.

The citizen shall notify the debtors and creditors on change of name and bears risk of the consequences caused by absence in these persons of data on change of his name.

The citizen who changed the name having the right to require introduction at own expense of corresponding changes in the documents processed to his former name.

3. The name received by the citizen in case of the birth, and also change of name are subject to registration according to the procedure, established for civil registration.

4. Acquisition of rights and obligations under name of other person is not allowed.

5. The harm done to the citizen as a result of unauthorized use of his name is subject to compensation according to this Code.

In case of misstatement or use of name of the citizen methods or in shape which I mention t his honor, advantage or goodwill apply rules, stipulated in Article 1087.1 of this Code.

Article 23. Residence of the citizen

1. The residence the place where the citizen constantly or mainly lives is recognized.

2. The residence of the minors which did not reach fourteen years, or the citizens who are under guardianship the residence of their legal representatives - parents, adoptive parents or guardians is recognized.

Article 24. Capacity to act of the citizen

1. The citizen's capability the actions to acquire and perform the civil laws, to create for itself civil obligations and to perform them (civil capacity to act) arises in full with occurrence of age of majority, that is on reaching eighteen-year age.

2. The minor who reached sixteen years can be acknowledged sui juris if he works according to the employment contract or with the consent of parents, adoptive parents or the custodian is engaged in business activity.

Recognition of the minor sui juris (emancipation) is made according to the decision of guardianship and custody body - with the consent of both parents, adoptive parents or the custodian, and in the absence of such consent - by a court decision.

Parents, adoptive parents and the custodian do not bear responsibility according to obligations of the minor recognized sui juris, in particular, according to the obligations which arose owing to causing harm by him.

3. In case the law allows marriage before achievement of eighteen years, the citizen who did not reach eighteen-year age acquires capacity to act in full since marriage.

The capacity to act acquired as a result of marriage remains in full and in case of annulment of marriage before achievement of eighteen years.

In case of scrap recognition invalid the court can make the decision on loss by the minor spouse of full legal capacity since the moment determined by court.

Article 25. Inadmissibility of deprivation and restriction of legal capacity and capacity to act of the citizen

1. The citizen cannot be limited in legal capacity and capacity to act differently, as in cases and according to the procedure, established by the law.

2. Non-compliance with the conditions established by the law and procedure for legal incapacity of citizens or their right to be engaged in business or other activity attracts invalidity of the act of the state or other body which set the corresponding restriction.

3. The complete or partial refusal of the citizen of legal capacity or capacity to act and other transactions directed to restriction of legal capacity or capacity to act are insignificant.

Article 26. Business activity of the citizen

1. For implementation of business activity the citizen has the right to create economic societies or to be their participant.

2. The citizen has the right to be engaged in business activity without formation of legal entity from the moment of state registration or the state accounting as the individual entrepreneur. Citizens have the right to be engaged in business activity without state registration (without formation of legal entity or accounting as the individual entrepreneur) if they in the procedure established by the law were registered in tax authority and took out the patent or signed cooperation agreement for the purpose of production of agricultural products, and also in other cases established by the law. The citizens who are engaged in agricultural production are subjects of business activity only within this cooperation agreement.

3. Rules of this Code which regulate activities of legal entities, being the commercial organizations are applied to the business activity of citizens performed without formation of legal entity if other does not follow from the law, other legal acts or being of legal relationship.

4. To transactions of the citizen performing business activity with violation of requirements of Items 1 and 2 of this Article, the court can apply rules of this Code about the obligations connected with implementation of business activity.

Article 27. Property responsibility of the citizen

The citizen answers for the obligations all property belonging to him, except for property on which according to the law collection cannot be turned.

Article 28. Bankruptcy of the citizen

1. The citizen, including the individual entrepreneur, can be by a court decision declared bankrupt if he is not able to meet requirements of creditors.

2. The bases and procedure for recognition by court of the citizen by the bankrupt are established by the law.

3. In case of recognition of the citizen by court by the bankrupt the procedure for satisfaction of requirements of creditors and the basis of their termination, and also feature of satisfaction of requirements of creditors are established by the law governing the relations in case of bankruptcy.

Article 29. Capacity to act of minors up to fourteen years

1. For the minors who did not reach fourteen years (juveniles), only their parents, adoptive parents or guardians can make the transactions except for specified in Item 2 of this Article from their name.

2. Juveniles aged from six up to fourteen years have the right to make independently:

1) small household transactions;

2) the transactions directed to non-paid receipt of benefit, which are not requiring the notarial certificate or state registration of the rights arising from these transactions;

3) transactions on the order the means provided by the legal representative or with the consent of the last the third party for particular purpose or for the free order.

3. Property responsibility according to transactions of the juvenile, including according to the transactions made by him independently is born by his parents, adoptive parents or the guardian if do not prove that the obligation was violated not on their fault. These persons according to the law are also responsible for the harm done by juveniles.

Article 30. Capacity to act of minors aged from fourteen up to eighteen years

1. Minors aged from fourteen up to eighteen years make transactions, except for specified in Item 2 of this Article, from written consent of the legal representatives - parents, adoptive parents or the custodian.

The transaction made by such minor is valid also in case of its subsequent written approval by his parents, adoptive parents or the custodian.

2. Minors aged from fourteen up to eighteen years have the right independently, without the consent of parents, adoptive parents or the custodian:

1) to dispose of the of earnings, grant and other income;

2) to perform the rights of the author of the work of science, literature or art, the invention or other result of intellectual activities protected by the law;

3) according to the law to make contributions to credit institutes and to dispose of them;

4) to make small household transactions and other transactions, stipulated in Item 2 articles 29 of this Code.

On reaching sixteen years minors also have the right to be members of cooperative according to the laws on cooperatives.

3. Minors aged from fourteen up to eighteen years independently bear property responsibility according to the transactions made by them according to Items 1 and 2 of this Article. Such minors bear responsibility according to this Code for the harm done by them.

4. In the presence of good causes the court according to the petition of parents, adoptive parents or the custodian or guardianship and custody body can limit or deprive of the minor aged from fourteen up to eighteen years of the right to independently dispose of the of earnings, grant or other income, except as specified, when such minor acquired capacity to act in full according to Items 2 and 3 of Article 24 of this Code.

Article 31. Recognition of the citizen incapacitated

1. The citizen who owing to mental disturbance cannot understand values of the actions or directs them, can be recognized as court incapacitated according to the procedure, established by the Code of civil procedure of the Republic of Armenia. Over it guardianship is established.

2. On behalf of the citizen recognized incapacitated transactions are made by his guardian.

3. If the bases owing to which the citizen was recognized as incapacitated disappeared, the court recognizes it capable. Based on the judgment the guardianship established over it is cancelled.

Article 32. Legal incapacity of the citizen

1. The citizen who owing to abuse of alcoholic drinks or drugs, and also interest in gamblings puts the family in difficult financial position can be limited by court in capacity to act according to the procedure, established by the Code of civil procedure of the Republic of Armenia. Over it guardianship is established.

He has the right to make small household transactions independently.

Make other transactions, and also receive earnings, pension and other income and it can dispose of them only with the consent of the custodian. However, such citizen independently bears property responsibility according to the transactions made by him and for the harm done to them.

2. If the bases owing to which the citizen was limited in capacity to act disappeared, the court cancels restriction of his capacity to act. Based on the judgment the guardianship established over the citizen is cancelled.

Article 33. Guardianship and custody

1. Guardianship and custody are established for protection of the rights and interests of incapacitated or not sui juris citizens.

Guardianship and custody over minors are established also for the purpose of their education. The rights corresponding to it and obligations of guardians and custodians are established by the Family code of the Republic of Armenia.

2. Guardians and custodians speak out in defense of the rights and interests of the wards in the relations with any persons, including in court, without special power.

3. Guardianship and custody over minors are established in case of absence at them of parents, adoptive parents, deprivation of the parent rights by court of parents, and also in cases when such citizens for other reasons were left without parent care, in particular, when parents evade from their education or protection of their rights and interests.

Article 34. Guardianship

1. Guardianship is established over the minors which did not reach fourteen years and also over the citizens recognized by court incapacitated owing to mental disturbance.

2. Guardians are representatives of wards by law and make from their name and in their interests all necessary transactions.

Article 35. Guardianship

1. Guardianship is established over minors aged from fourteen up to eighteen years, and also over the citizens limited to court in capacity to act owing to abuse of alcoholic drinks or drugs or interest in gamblings.

2. Custodians agree to making of those transactions which the citizens who are under the guardianship having no right to make independently.

Custodians render to wards assistance in implementation of the rights by them and fulfillment of duties, and also protect them from abuses of the third parties.

Article 36. Guardianship and custody bodies

1. Guardianship and custody bodies are established by the law.

2. The court shall within three days from the date of the introduction in legal force of the decision on recognition of the citizen incapacitated or about restriction of his capacity to act to report about it to guardianship and custody body at the place of residence of such citizen for establishment of guardianship or custody over it.

3. The guardianship and custody body at the place of residence of wards exercises supervision of activities of their guardians and custodians.

Article 37. Guardians and custodians

1. The guardian or the custodian is appointed by guardianship and custody body at the place of residence of person needing guardianship or custody, within a month since the moment when the specified body knew of need of establishment of guardianship or custody over the citizen. Before appointment to the face needing guardianship or custody of the guardian or the custodian fulfillment of duties of the guardian or custodian performs guardianship and custody body.

Appointment of a guardian or the custodian it can be protested in court by interested persons.

2. Full age capable citizens are appointed guardians and custodians. The citizens deprived of the parent rights cannot be appointed guardians and custodians.

3. The guardian or the custodian is appointed from its consent. At the same time its moral and other personal qualities, capability to accomplishment of obligations of the guardian or the custodian, the relations existing between it and person needing guardianship or custody shall be considered and if it is possible - and desire of the ward.

4. Guardians and custodians of the citizens who are needing guardianship or custody and being or placed in the relevant educational, medical institutions, organizations of social protection of the population or other similar organizations are these organizations.

Article 38. Execution by guardians and custodians of the obligations

1. Duties on guardianship and custody are fulfilled gratuitously, except the cases provided by the law.

2. Guardians and custodians of minor citizens shall live jointly with the wards. Separate accommodation of the custodian with the ward who reached sixteen years is allowed with the permission of guardianship and custody body provided that it will not affect adversely education and protection of the rights and interests of the ward.

Guardians and custodians shall inform guardianship and custody bodies on change of the residence.

3. Guardians and custodians shall care for content of the wards, for providing them with leaving and treatment, for their training and education, to protect their rights and interests.

4. The obligations specified in Item 3 of this Article are not assigned to custodians of the full age citizens limited to court in capacity to act.

5. If the bases owing to which the citizen was recognized as incapacitated or it is limited by capable, disappeared, the guardian or the custodian shall petition before court for recognition of the ward capable and for removal of guardianship or custody from it.

Article 39. Order property of the ward

1. The income of the ward of the citizen, including the income which are due to the ward from management of its property except for of the income of which the ward has the right to dispose independently are spent by the guardian or the custodian only for the benefit of the ward and with preliminary permission of guardianship and custody body.

Without preliminary permission of guardianship and custody body the guardian or the custodian has the right to make expenses, necessary for content of the ward, at the expense of the amounts which are due to the ward as its income.

2. The guardian of the guardianship and custody body having no right without preliminary permission to make, and the custodian - to agree to transactions on alienation, including exchange or donation of property of the ward, its delivery in lease, in free use or as a deposit, the transactions attracting refusal of the rights belonging to the ward, from it add the Section of its property or apportionment, and also any other transactions attracting reduction of property of the ward.

The procedure for property management of the ward is determined by the law.

3. The guardian, the custodian, their spouses and close relatives has no right to make transactions with the ward, except for cessions of property to the ward as gift or in free use, and also to represent the ward in case of transactions or conducting legal cases between the ward and the spouse of the guardian or the custodian and their close relatives.

Article 40. Property trust management of the ward

1. In need of permanent management of real and valuable personal estate of the ward the guardianship and custody body concludes with the managing director determined by this body, the agreement on trust management of such property. In this case the guardian or the custodian keeps the powers concerning that property of the ward which is not delivered in trust management.

When implementing competences on property trust management of the ward action of the rules provided by Items 2 and 3 of article 39 of this Code extends to the managing director.

2. Property trust management of the ward stops on the bases provided by the law for termination of the contract on property trust management and also in cases of the termination of guardianship or custody.

Article 41. Release and discharge of guardians and custodians from execution of the obligations by them

1. The guardianship and custody body exempts the guardian or the custodian from execution of the obligations by it in cases of return of the minor to his parents or its adoptions.

2. In case of the placement of the ward to the relevant educational, medical institution, organization of social protection of the population or other similar organization the guardianship and custody body exempts earlier appointed guardian or the custodian from execution of the obligations if it does not contradict interests of the ward.

3. In the presence of reasonable excuses (disease, change of property status, lack of mutual understanding with the ward, etc.) the guardian or the custodian can be exempted from execution of the obligations at its request.

4. In cases of inadequate accomplishment by the guardian or custodian of the obligations lying on it, including when using of guardianship or custody by it in the mercenary purposes or when leaving the ward without supervision and necessary assistance, the guardianship and custody body can discharge the guardian or the custodian of execution of these obligations and to take necessary measures for involvement of the guilty citizen to the responsibility established by the law.

Article 42. Termination of guardianship and custody

1. Guardianship and custody over full age citizens stop in cases of pronouncement by court of the decision on recognition of the ward capable or cancellations of restrictions of his capacity to act on the statement of the guardian, the custodian or guardianship and custody body.

2. On reaching the juvenile ward of fourteen years guardianship over him stops, and the citizen performing obligations of the guardian becomes the minor's custodian without additional decision on it.

3. Guardianship over the minor stops without singular solution on reaching the minor ward of eighteen years, and also in case of its introduction in scrap and in other cases of acquisition of full legal capacity by it before attainment of majority (Items 2 and 3 of Article 24).

Article 43. Patronage over capable citizens

1. At the request of the full age capable citizen who for health reasons cannot independently perform and protect the rights and fulfill duties, over him patronage can be established.

Establishment of patronage does not attract restriction of the rights of the citizen.

2. The boss (assistant) of the full age capable citizen is appointed by guardianship and custody body with the consent of such citizen.

3. The order the property belonging to the full age capable citizen is performed by the boss (assistant) based on the agreement of the order or trust management concluded with the citizen. Making of the household and other transactions directed to content and satisfaction of household requirements is performed by the boss (assistant) with the consent of the citizen.

4. The patronage over the full age capable citizen established according to Item 1 of this Article stops upon the demand of the citizen who is under patronage.

The boss (assistant) of the citizen who is under patronage is exempted from accomplishment of the obligations in cases, stipulated in Article 41 of this Code.

Article 44. Recognition of the citizen is unknown absent

1. The citizen can be acknowledged according to the statement of interested persons as court is unknown absent if within year in the place of his residence there are no data on the place of its stay. The serviceman or other citizen, the missing person as a result of military operations, can be acknowledged as court is unknown absent if within three months there are no data on the location of the serviceman or other citizen.

2. In case of impossibility to establish day of receipt of the last data about absent the beginning of calculation of term for recognition of unknown absence the first, following in what the last data about absent were received is considered, and in case of impossibility to establish this month - the first of January of the next year.

Article 45. Consequences of recognition of the citizen it is unknown absent

1. The property of the citizen, acknowledged is unknown absent, in need of permanent management is transferred by it based on the judgment to person who is determined by guardianship and custody body and acts on the basis of the agreement on trust management signed with this body.

2. The managing director of property of person, acknowledged it is unknown absent, pays off its debts at the expense of property of the absent person, manages property for the benefit of this person, issues content to citizens whom it is unknown absent shall contain.

3. The guardianship and custody body can and before the expiration of year from the date of receipt of the last data on the place of stay of the absent citizen based on the judgment to appoint the managing director it by property.

4. If after three years from the date of appointment of the managing director the judgment about recognition of person is unknown absent was not cancelled and there was no appeal to the court about recognition of the citizen by the dead, the guardianship and custody body shall take a legal action with the statement for recognition of the citizen by the dead.

5. Consequences of recognition of person it is unknown absent, not provided by this Article, are determined by the law.

Article 46. Consequences of cancellation of the decision on recognition of the citizen it is unknown absent

In case of appearance or detection of the place of stay of the citizen, acknowledged it is unknown absent, the court cancels the decision on recognition it is unknown absent. Based on the judgment property trust management of this citizen is cancelled.

Article 47. Recognition of the citizen by the dead

1. The citizen can be acknowledged as the court which died if in the place of his residence there are no data on the place of its stay within three years and if he was missing under the circumstances threatening with death or giving the grounds to assume his death from certain accident - within six months.

2. The serviceman or other citizen, the missing person in connection with military operations, can be acknowledged as the court which died not earlier than after one year from the date of the end of military operations.

3. Day of death of the citizen recognized as the dead day of the introduction in legal force of the judgment about recognition by his dead is considered.

In case of recognition by the dead of the citizen, the missing person under the circumstances threatening with death or giving the grounds to assume his death from certain accident, the court can recognize as day of death of this citizen day of his expected death.

Article 48. Consequences of appearance of the citizen recognized as the dead

1. In case of appearance or detection of the place of stay of the citizen recognized as the dead, the court cancels the decision on recognition by his dead.

2. Irrespective of time of the appearance the citizen can demand from any face of return of the saved property which gratuitously passed to this person after recognition of the citizen by the dead, except as specified, stipulated in Item 3 articles 275 of this Code.

3. Persons to whom the property of the citizen recognized as the dead passed according to paid transactions shall return it this property if it is proved that, acquiring property, they knew that the citizen recognized as the dead is in live. In case of impossibility of return of such property in nature its cost is compensated.

4. If the property of the citizen recognized as the dead passed on inheritance right to community and was realized with observance of the conditions provided by this Article, then after cancellation of the decision on recognition of the citizen by the dead to it the sum realized from realization of property returns.

Article 49. Civil registration

1. The following acts of civil status are subject to state registration:

1) birth;

2) marriage;

3) annulment of marriage;

4) adoption (adoption);

5) paternity proof;

6) change of name;

7) death of the citizen.

2. Civil registration is made by bodies of civil registration by entering of the corresponding records into books of civil registration (assembly books) and issues to citizens of certificates based on these records.

3. Correction and change of civil registrations are made by body of civil registration in the presence of good causes and lack of dispute between interested persons.

In the presence of dispute between interested persons or refusal of body of civil registration in correction or change of record the dispute is resolved by court. Cancellation and recovery of civil registrations are made by body of civil registration based on the judgment.

4. The bodies performing civil registration, order of registration of these acts, procedure for change, recovery and cancellation of civil registrations forms of assembly books and certificates, and also procedure and storage durations of assembly books are determined by the law on acts of civil status.

Chapter 5. Legal entities

§1. Basic provisions
Article 50. Concept of the legal entity

1. The legal entity the organization which has the isolated property in property and answers for the obligations this property is recognized, can acquire and perform on its own behalf the property and personal non-property rights, perform duties, to be claimant or the defendant in court.

The legal entity shall have separate balance.

2. Due to the participation in formation of property of the legal entity his founders (participants) have or have no liability laws concerning this legal entity.

3. Economic partnerships and societies, and also cooperatives concern to legal entities concerning whom their founders (participants) have liability laws.

4. Public associations, funds treat legal entities concerning whom their founders have no liability laws.

Article 51. Types of legal entities

1. The organizations which are pursuing generation of profit as main objective of the activities (the commercial organizations) or not having generation of profit as such purpose and not sharing the got profit between participants (non-profit organizations) can be legal entities.

2. Legal entities, being the commercial organizations, can be created in the form of economic partnerships and societies.

3. Depending on nature of activities cooperatives can be the organizations which are pursuing generation of profit as main objective of the activities (the commercial organizations) or not having generation of profit as such purpose (non-profit organizations).

4. The legal entities who are considered as non-profit organization can be created in the form of public associations, funds or other forms provided by the law.

Article 52. Legal capacity of the legal entity

1. The legal entity can have the civil laws answering the activities purpose provided in its constituent document and to perform the duties connected with these activities.

2. Legal entities can have the civil laws and perform the civil duties necessary for implementation of the any kinds of activities which are not forbidden by the law.

The legal entity can be engaged in separate types of activity which list is determined by the law only based on special permission (license). In the cases established by the law the legal entity can be engaged in separate types of activity only after sight notifications that it is engaged in these activities.

The non-profit organization according to the purposes established by its charter can perform business activity if it is provided by the law. The non-profit organization for implementation of business activity can create the commercial organization or to become her participant.

The rules concerning activities of the legal entities who are considered under this Code as the commercial organizations are applied to the business activity performed by non-profit organization if other does not follow from the law, other legal act or essence of legal relationship.

3. The legal entity can be limited in the rights only in cases and according to the procedure, provided by the law. The decision on restriction of the rights can be protested by the legal entity in court.

4. Legal capacity of the legal entity arises at the time of its creation (Item 3 of Article 56) and stops at the time of completion of its liquidation (Item 7 of Article 69).

5. The right of the legal entity to be engaged in such type of activity which requires presentation of special permission (license) or notification arises from the moment of receipt of similar permission (acquisition of right of the implementation of activities which is subject to the notification) or in the term specified in it and stops after the term of its action if the law or other legal acts do not provide other.

Article 53. Creation of the legal entity

1. Founders of the legal entity sign the agreement in which determine procedure for joint activities for creation of the legal entity, conditions of transfer to it of the property and participation in its activities.

2. Based on the agreement founders draft the charter of the created legal entity.

Article 54. Responsibility of founders of the legal entity

Founders of the legal entity bear joint liability according to the obligations which arose before state registration of the legal entity connected with creation of the legal entity.

Article 55. Constituent document of the legal entity

1. The constituent document of the legal entity is the charter approved by his founders (participants) or the body authorized on that by the charter.

Paragraph two of Item 1 of Article 55 ceased to be valid according to the Law of the Republic of Armenia of 28.12.2010 No. ZR-217

2. In the charter of the legal entity the name of the legal entity, the place of its stay are established, and also other data provided by this Code and (or) the law for legal entities of the corresponding type contain.

In the charter of non-profit organization the subject and the purposes of its activities are established.

The subject and the purposes of its activities can be provided in the charter of the commercial organization.

3. Changes in the charter acquire legal force for the third parties from the moment of their state registration, and in the cases established by the law - from the moment of the notification on such changes of the body performing state registration.

However legal entities and their founders (participants) have no right to refer to lack of registration of such changes in the relations with the third parties acting taking into account these changes.

Article 56. State registration of legal entities

1. The legal entity is subject to state registration according to the procedure, established by the law. This to state registration, including for the commercial organizations trade name, join in the state register of legal entities open for general acquaintance.

2. The refusal bases in state registration of the legal entity are established by the law.

The refusal in registration based on inexpediency of creation of the legal entity is not allowed.

Refusal in state registration, and also evasion from registration can be protested in court.

3. The legal entity is considered created from the moment of its state registration.

4. The legal entity is subject to re-registration only in the cases established by the law.

Article 57. Bodies of the legal entity

1. The legal entity acquires the civil laws and assumes civil obligations through the bodies operating according to the law, other legal acts and the charter.

The procedure for election or appointment of bodies of the legal entity is determined by this Code, the law and (or) the charter of the legal entity.

2. In the cases provided by the law the legal entity can acquire the civil laws and assume civil obligations through the participants, and also representatives.

3. Person who by law or the charter of the legal entity acts from his name shall act for the benefit of the legal entity represented to them honesty and reasonably.

It shall upon the demand of founders (participants) of the legal entity if other is not provided by the law or the agreement to pay the damages caused to them to the legal entity.

Article 58. Name of the legal entity

1. The legal entity has the name containing specifying on its form of business. The name of non-profit organization shall contain specifying on nature of activities of the legal entity.

2. The legal entity, being the commercial organization, shall have trade name.

The legal entity whose trade name is registered in the procedure established by the law has exclusive right of its use.

The order of registration and uses of trade names is determined by the law and other legal acts.

3. Acquisition of rights and obligations under trade name of other legal entity is not allowed.

Person who is illegally using others registered trade name upon the demand of the owner of the right to trade name shall stop its use and pay the caused damages.

Article 59. Location of the legal entity

The location of the legal entity the location of its permanent body is recognized.

Article 59.1. Concept of redomitsilyation of the legal entity

1. Redomitsilyation of the legal entity is the translation of the legal entity from one jurisdiction (jurisdiction) in other jurisdiction therefore the personal law of the legal entity changes. Redomitsilyation is confirmed by the document of succession.

2. The commercial organizations can Redomitsilirovatsya. Non-profit organizations, except for batches, religious and public organizations, the state and municipal non-profit organizations, condominiums, and also the organizations which did not choose the form of business provided by this Code can Redomitsilirovatsya, or form of business of which cannot be replaced with the form of business chosen by them provided by this Code.

3. The legal entity can redomitsilirovatsya only if this opportunity is not forbidden it by the charter.

4. Redomitsilyation of the legal entity is performed based on the decision of competent authority, the legal entity identified by the personal law, according to the procedure, established by the personal law.

5. Adjustments on redomitsilyation of legal entities do not extend to the organizations, licensed and controlled by the Central bank of the Republic of Armenia.

Article 59.2. Redomitsilyation of the foreign legal entity in the Republic of Armenia

1. The foreign legal entity can redomitsilirovatsya in the Republic of Armenia according to the procedure, established by the legislation of the Republic of Armenia, as a result of possession of the charter, to relevant requirements of the legislation of the Republic of Armenia, and the termination of registration in the foreign country as the legal entity of this country or registration of data on redomitsilyation.

2. As a result of redomitsilyation of the foreign legal entity the foreign legal entity keeps all the rights and obligations if other is not provided by the law.

3. As a result of redomitsilyation of the foreign legal entity in the Republic of Armenia the place of its stay is transferred to the Republic of Armenia.

4. For redomitsilyation of the foreign legal entity in the Republic of Armenia this foreign legal entity according to the procedure, established by this Law, submits the application for advance registration and the data and documents provided by the law to person or body authorized by the Government and also chooses the form of business.

5. After data presentation, established by the law, in the body performing registration if there are no bases excluding redomitsilyation of the foreign legal entity in the Republic of Armenia, then the body performing registration performs advance registration of the redomitsiliruyemy legal entity and provides the corresponding excerpt from the register.

6. Along with the address for advance registration or after it the body performing registration based on the statement for redomitsilyation of the redomitsiliruyemy legal entity provides to the redomitsiliruyemy legal entity the preliminary document of succession in connection with redomitsilyation in the Republic of Armenia.

7. After advance registration of the foreign legal entity the redomitsiliruyemy legal entity shall provide to the body performing registration, properly certified translation of the document on the termination of registration as the legal entity of foreign state in this country or about registration of data on redomitsilyation.

8. Based on the document on the termination of registration in foreign state or redomitsilyation from this country of the foreign legal entity the body of the Republic of Armenia performing registration performs registration of redomitsilyation of the foreign legal entity in the Republic of Armenia and provides the document of succession which is recognition of redomitsilyation of the legal entity in the Republic of Armenia.

9. After recognition of redomitsilyation this legal entity is read registered in the Republic of Armenia from the moment of advance registration if the foreign legal entity who addressed for redomitsilyation did not conclude bargains from the moment of advance registration before recognition of redomitsilyation in the Republic of Armenia. Otherwise this legal entity will be considered redomitsilirovanny from the moment of recognition of redomitsilyation in the Republic of Armenia.

10. For receipt of the license for activities which is subject to licensing, the foreign legal entity in accordance with general practice, stipulated by the legislation the Republic of Armenia can address to bodies, stipulated by the legislation the Republic of Armenia, from the moment of advance registration of redomitsilyation in the Republic of Armenia if other is not established by the law.

11. The government of the Republic of Armenia can establish the list of the states which legal entities cannot redomitsilirovatsya in the Republic of Armenia, and also the list of the states where the legal entity of the Republic of Armenia cannot redomitsilirovatsya. Redomitsilyation can be rejected if the non-profit organization did not bring the charter into accord to the legislation of the Republic of Armenia and also if the form of business chosen by the legal entity is incompatible with its authorized purposes, or it did not submit the documents provided by the law.

12. In case of redomitsilyation of the legal entity, redomitsilirovanny in other state, except redomitsilyation in the Republic of Armenia, the Republic of Armenia is considered the country of redomitsilyation of this legal entity.

Article 59.3. Redomitsilyation of the legal entity of the Republic of Armenia

1. During redomitsilyation of the legal entity of the Republic of Armenia in the Unified State Register of Legal Entities it is specified about redomitsilyation of the legal entity, and the data established by the law remain. These data are considered public if other is not provided by the current legislation.

2. Redomitsilyation of the legal entity of the Republic of Armenia is forbidden if its obligations exceed assets or if this legal entity has obligations in relation to the Republic of Armenia, except for case when to redomitsilyation it was agreed by the decision of competent authority in management of the specified obligations, or in the presence of obligations in relation to municipality, except for case when to redomitsilyation of the legal entity it was agreed by the decision of the Council of Elders of municipality, and also the member of the sphere of the regulating public services.

3. The executive body of the legal entity of the Republic of Armenia after acceptance by general meeting of participants of the decision on redomitsilyation shall report in writing about it claimants of the redomitsiliruyemy legal entity, and also make the public notice on redomitsilyation at least in three months prior to final registration of redomitsilyation according to the procedure, established by the Law of the Republic of Armenia "About the public and individual notice on the Internet" if the decision on redomitsilyation does not provide longer term.

4. In case of redomitsilyation of the legal entity of the Republic of Armenia claimants of the legal entity of final registration of redomitsilyation have the right to require additional guarantees of obligation fulfillment or the termination of redomitsilyation or early obligation fulfillment or compensation of damage.

5. The legal entity of the Republic of Armenia before the expiration of the specified term satisfies obligations in relation to the Republic of Armenia and municipality and early requirements of claimants.

6. The requirement about the termination of redomitsilyation of the legal entity of the Republic of Armenia is brought by the claimant into court before state registration of redomitsilyation. If the requirement the basis on the indisputable right, and the debtor cannot satisfy it immediately and indemnify loss or if claimant is the Republic of Armenia and also if there are bases of insolvency of the redomitsiliruyemy legal entity, then the court stops redomitsilyation before elimination of the specified bases.

7. The legal entity of the Republic of Armenia in the procedure established by the law submits the application for redomitsilyation and the data and documents provided by the law, in particular, proofs of satisfaction of obligations or the certificate of the written notice of claimants of the legal entity of redomitsilyation, and also the public notice according to the procedure established by the Law of the Republic of Armenia "About the public and individual notice on the Internet" on not stay in production about bankruptcy, the certificate of lack of obligations as regards the income controlled by tax authority, to person or body authorized by the Government.

8. If to the statement, stipulated in Item to the 7th this Article, the data and documents provided by the same Item are not attached, then according to the procedure of mutual assistance the body performing registration receives the specified information in the procedure provided by the law and terms from the state bodies owning them.

9. After representation to the body performing registration, statements, documents and other data established by the law if there are no bases excluding redomitsilyation of the legal entity of the Republic of Armenia out of limits of the Republic of Armenia, the body performing registration provides to the legal entity of the Republic of Armenia the document on finding of the redomitsiliruyemy legal entity in the course of redomitsilyation. Form and content of the document on stay in the course of redomitsilyation is established by the authorized body provided by the law.

10. After submission of the preliminary document of succession or the document of succession, the authorized body provided by the law of other state in the body of the Republic of Armenia performing registration, the body performing registration makes entry about redomitsilyation of the legal entity of the Republic of Armenia from the Republic of Armenia.

Article 60. Responsibility of the legal entity

1. The legal entity answers for the obligations all property belonging to it, except as specified, provided by this Code.

2. The founder (participant) of the legal entity does not answer for obligations the legal entity, and the legal entity does not answer for obligations the founder (participant), except as specified, provided by this Code or the charter of the legal entity.

Article 61. Representations and branches

1. Representation the separate division of the legal entity located out of the place of its stay which represents the interests of the legal entity is recognized and performs their protection.

2. Branch the separate division of the legal entity located out of the place of its stay and performing all its functions or their part, including functions of representation is recognized.

3. Representations and branches are not legal entities and act on the basis of the provisions approved by the legal entity.

Heads of representations and branches are appointed the legal entity and act on the basis of the its powers of attorney.

The charter of society may contain data on separate divisions.

Article 62. Organization

1. Organization the organization created by the legal entity for implementation of managerial, welfare or other functions of non-commercial nature is recognized.

2. The organization is not legal entity and acts on the basis of the provision approved by the legal entity.

3. The organization concerning the property assigned to it performs rights of possession, uses and orders in the limits set by the law according to the purposes of the activities, tasks of the legal entity and purpose of property.

4. Responsibility according to obligations of organization is born by the legal entity who created organization.

5. Features of legal status of separate types of the public and other institutions are determined by the law and other legal acts.

Article 63. Reorganization of the legal entity

1. Reorganization of the legal entity (merge, accession, separation, allocation, transformation) can be performed according to the decision of his founders (participants) or body of the legal entity authorized on that by the charter.

2. In the cases established by the law, reorganization of the legal entity in the form of its separation or allocation from its list of one or several legal entities is performed by a court decision.

The court appoints the external managing director of the legal entity and charges to it to perform reorganization of this legal entity. From the moment of appointment of the external managing director pass powers on administration of the legal entity to it. The external managing director appears on behalf of the legal entity in court, constitutes the separation balance sheet and submits to it court together with charters of the legal entities resulting from reorganization.

Approval by court of the specified documents is the basis for state registration of again arising legal entities.

3. The legal entity is considered reorganized, except for reorganization case in the form of accession, from the moment of state registration of again arisen legal entities.

4. By reorganization of the legal entity in the form of joining to it of other legal entity they are considered reorganized from the moment of state registration of the termination of activities of the attached legal entity.

Article 64. Legal succession by reorganization of legal entities

1. In case of merge of legal entities of the right and obligation of each of them pass to again arisen legal entity according to the transfer act.

2. When joining the legal entity to other legal entity to the last pass the rights and obligations of the attached legal entity according to the transfer act.

3. In case of separation of the legal entity of its right and obligation pass to again arisen legal entities according to the separation balance sheet.

4. In case of allocation from the list of the legal entity of one or several legal entities pass to each of them the rights and obligations of the reorganized legal entity according to the separation balance sheet.

5. When transforming the legal entity of one type to the legal entity of other type (change of form of business) pass to again arisen legal entity the rights and obligations of the reorganized legal entity according to the transfer act, and in the case established by the law, the deed of conveyance can not be represented for state registration. Regulations on reorganization are applied also to the foreign legal entity in case of restructuring as the legal entity of the Republic of Armenia.

Article 65. Transfer act and separation balance sheet

1. The transfer act and the separation balance sheet shall contain regulations on legal succession according to all obligations of the reorganized legal entity concerning property and its creditors and debtors, including also the obligations challenged by the parties.

2. The transfer act and the separation balance sheet affirm founders (participants) of the legal entity or the body of the legal entity authorized on that by the charter, which made the decision on its reorganization and are represented together with charters for state registration of again arisen legal entities or introduction of amendments to charters of the existing legal entities.

3. Non-presentation together with charters of the transfer act or the separation balance sheet, and also lack in them of regulations on legal succession on property and obligations of the reorganized legal entity or disproportionate distribution of property and obligations are the basis for refusal in the state registration caused by reorganization.

Article 66. Guarantees of the rights of creditors of the legal entity by its reorganization

1. Founders (participants) of the legal entity or the body of the legal entity authorized on that by the charter, which made the decision on reorganization of the legal entity, and in cases, stipulated in Item 2 Articles 63 of this Code, - the external managing director shall notify in writing on it creditors of the reorganized legal entity.

2. The creditor of the reorganized legal entity has the right to demand additional guarantees of obligation fulfillment or the termination or early obligation fulfillment on which debtor is the reorganized legal entity, and indemnification.

3. If the separation balance sheet does not give the chance to determine the legal successor of the reorganized legal entity, again arisen legal entities bear joint liability according to obligations of the reorganized legal entity to his creditors.

Article 67. Liquidation of the legal entity

1. Liquidation of the legal entity attracts its termination without transition of the rights and obligations according to the procedure of legal succession to other persons.

2. The legal entity can be liquidated:

1) according to the decision of his founders (participants) or body of the legal entity authorized on that by the charter including in connection with the expiration on which the legal entity, or with goal achievement for the sake of which it is created is created;

2) in case of recognition of invalid registration of the legal entity by court in connection with the violations of the law allowed during its creation;

3) by a court decision in case of implementation of activities without proper permission (license) or activities forbidden by the law or with other numerous or gross violations of the law or other legal acts, or in case of systematic implementation by public association or fund of the activities contradicting its authorized purposes and also in other cases provided by the law.

3. The requirement about liquidation of the legal entity for the bases specified in Item 2 of this Article can be shown in court by state body or local government body to which the right to presentation of such requirement is granted by the law.

By the judgment about liquidation of the legal entity obligations on implementation of liquidation of the legal entity can be assigned to his founders (participants) or the body authorized on liquidation of the legal entity by its charter.

4. The legal entity is liquidated also owing to bankruptcy.

5. If the property value of the liquidated legal entity is insufficient for satisfaction of requirements of creditors, it can be liquidated only owing to bankruptcy.

6. Features of the bases, procedure for liquidation of banks, investment funds managing investment funds and insurance companies and the Bureau created according to the Law of the Republic of Armenia "About compulsory liability insurance following from use of vehicles" and also features of satisfaction of requirements of creditors in case of their liquidation are established by the law.

Article 68. Obligations of person who made the decision on liquidation of the legal entity

1. Founders (participants) of the legal entity or the body of the legal entity authorized on that by the charter, which made the decision on liquidation of the legal entity shall report without delay about it to the body performing state registration of legal entities which enters in the state register of legal entities of the data that the legal entity is in process of liquidation.

2. Founders (participants) of the legal entity or the body of the legal entity authorized on that by the charter, which made the decision on liquidation of the legal entity appoint liquidation commission (liquidator) and establish procedure and terms of liquidation according to this Code.

3. From the moment of appointment of liquidation commission pass powers on administration of the legal entity to it. The liquidation commission on behalf of the liquidated legal entity appears in court.

Article 69. Procedure for liquidation of the legal entity

1. The liquidation commission places advertisement on the official website of public notifications of the Republic of Armenia to the address: http://www.azdarar.am about its liquidation and about procedure and term of the statement of requirements his creditors. This term cannot be less than two months from the moment of the publication about liquidation.

The liquidation commission takes measures to identification of creditors and receipt of receivables, and also notifies creditors on liquidation of the legal entity.

2. After the termination of term for presentation of requirements by creditors the liquidation commission constitutes the interim liquidation balance sheet which contains the information about structure of property of the liquidated legal entity, the list of requirements imposed by creditors, and also about results of their consideration.

The interim liquidation balance sheet affirms founders (participants) of the legal entity or the body of the legal entity authorized on that by the charter, which made the decision on liquidation of the legal entity.

3. If the money which is available for the liquidated legal entity is insufficient for satisfaction of requirements of creditors, the liquidation commission performs sale of property of the legal entity from the public biddings according to the procedure, established by the law on the public biddings.

4. Payment of sums of money to creditors of the liquidated legal entity is made by liquidation commission according to the procedure of priority, stipulated in Clause the 70th of this Code, according to the interim liquidation balance sheet, since day of its approval.

5. After completion of settlings with creditors the liquidation commission constitutes the liquidation balance sheet which affirms founders (participants) of the legal entity or the body of the legal entity authorized on that by the charter, which made the decision on liquidation of the legal entity.

The liquidation commission sends the approved liquidation balance sheet to the body performing state registration of legal entities.

6. The property of the legal entity which remained after satisfaction of requirements of creditors is transferred it to founders (participants) if other is not provided by the law, other legal acts or the charter of the legal entity.

7. The legal entity is considered liquidated, and its existence stopped from the moment of state registration.

Article 70. Satisfaction of requirements of creditors

1. In case of liquidation of the legal entity requirements of his creditors are met in the following priority:

first of all requirements of creditors for the obligations provided with pledge of property of the liquidated legal entity are met;

at second priority requirements of citizens before which the liquidated legal entity bears responsibility for damnification of life or to health, by capitalization of the corresponding time payments are met;

in the third queue calculations for dismissal wage payment and compensation with persons working according to the employment contract and on payment of remunerations for author's agreements are made;

in the fourth queue the debt on obligatory payments in the budget of the capital of environmental protection is repaid;

in the fifth queue calculations with other creditors, except for creditors on subordinated loans are made;

in the sixth queue calculations with creditors for subordinated loans are made.

Requirements of each queue are met after complete satisfaction of requirements of the previous queue.

2. In case of refusal liquidation commission in satisfaction of requirements of the creditor or evasion from their consideration the creditor of the liquidation balance sheet of the legal entity having the right to take a legal action before approval with the claim to liquidation commission.

3. The requirements of the creditor declared later the expirations, established by liquidation commission for their presentation are satisfied from property of the liquidated legal entity who remained after satisfaction of requirements of the creditors declared in time.

4. The requirements of creditors of the liquidated legal entity which are not recognized by liquidation commission if the creditor did not appeal with the claim to court, and also requirements which satisfaction by the judgment to the creditor it is refused are considered as extinguished.

Article 71. Bankruptcy of the legal entity

The legal entity can be by a court decision declared bankrupt if it is not able to meet requirements of creditors.

The bases, procedure for recognition by court of the legal entity by the bankrupt, and also features of satisfaction of requirements of creditors of the legal entity declared bankrupt are established by the law.

§2. Commercial organizations

1. General provisions about economic partnerships and societies

Article 72. Basic provisions about economic partnerships and societies

1. Economic partnerships and societies the commercial organizations with the authorized (share) capital divided into shares of founders (participants) are recognized. The property created at the expense of deposits of founders (participants), and also made and acquired by economic partnership or society in the course of its activities belongs to it on the property right.

In the cases provided by this Code, economic society can be created by one person.

2. Economic partnerships can be created in the form of complete partnership or partnership in commendam.

3. Economic societies can be created in the form of society with limited or with the accessorial liability or joint-stock company.

4. Only individual entrepreneurs and (or) the commercial organizations can be participants of complete partnerships and complete companions in partnerships in commendam.

5. Citizens and legal entities can be members of economic societies and investors in partnerships in commendam.

6. State bodies and local government bodies have no right to act as participants of economic partnerships and societies.

7. Economic partnerships and societies can be founders (participants) of other economic partnerships and societies, except as specified, provided by this Code and other laws.

8. The money, securities, other property or property rights or other rights having money value can be contribution to property of economic partnership or society.

9. The money value of contribution of the member of economic society is made under the agreement between founders (participants) of society and is subject to assessment by the independent appraiser in the cases and procedure provided by the law.

Article 73. Rights and obligations of participants of economic partnership or society

1. Participants of economic partnership or society have the right:

1) to participate in administration of partnership or society, except as specified, stipulated in Item 2 Articles 92 of this Code and the join-stock companies law;

2) to obtain information on activities of partnership or society and to get acquainted with its ledgers and other documentation in the procedure established by the charter;

3) to take part in profit distribution;

To receive 4) in case of liquidation of partnership or society part of the property which remained after settlings with creditors or its cost.

Participants of economic partnership or society can have and other rights provided by this Code, the laws on economic societies, the charter of partnership or society.

2. Participants of economic partnership or society shall:

1) to make contributions according to the procedure, the sizes, methods and in terms which are provided by the charter;

2) not to disclose confidential information on activities of partnership or society.

Participants of economic partnership or society can perform also other duties provided by its charter.

Article 74. Transformation of economic partnerships and societies

1. Economic partnerships and societies can be transformed to economic partnerships and societies of other type according to the decision of general meeting of participants according to the procedure, established by this Code.

2. When transforming partnership to society each complete companion who became the member (shareholder) of society within two years bears subsidiary responsibility all the property according to the obligations which passed to society from partnership. Alienation by the former companion of the shares (shares) belonging to it does not exempt it from such liability.

Article 75. Affiliated economic society

1. Economic society is recognized affiliated if other (main) economic partnership or society owing to the prevailing participation in its authorized capital or according to the agreement signed between them, has opportunity to determine the decisions made by such society.

2. The subsidiary does not answer on debts of the main partnership or society.

3. The main partnership or society which has the right to instruct subsidiary obligatory for it, answers solidary with subsidiary according to the bargains concluded by the last in pursuance of such instructions. The main partnership or society is considered having right to instruct subsidiary obligatory for it only in that case when this right is provided in the contract with subsidiary.

4. Members (shareholders) of subsidiary have the right to require compensation by the main partnership or society of the losses caused through his fault to subsidiary. Losses are considered caused because of the main partnership or society only in case they came owing to execution by subsidiary of specifying of the main partnership, obligatory for it, or society.

5. In case of bankruptcy of subsidiary because of the main partnership or society the last bears subsidiary responsibility on its debts. Bankruptcy of subsidiary is considered event because of the main partnership or society only in case it came owing to execution by subsidiary of specifying of the main partnership, obligatory for it, or society.

Article 76. Dependent economic society

1. Economic society is recognized dependent if another (prevailing, participating) the partnership or society has more than twenty percent of the authorized capital of limited liability company or more than twenty percent of voting shares of joint-stock company.

2. The economic partnership or society which acquired more than twenty percent of the authorized capital of limited liability company or more than twenty percent of voting shares of joint-stock company shall publish without delay data on it according to the procedure, provided by the laws on economic societies.

2. Complete partnership

Article 77. Basic provisions about complete partnership

1. The partnership which participants (complete companions) according to the charter are engaged in business activity on behalf of partnership is recognized complete and bear responsibility according to its obligations the property belonging to them.

2. Person can be the participant only of one complete partnership.

3. The trade name of complete partnership shall contain names (names) of all his participants and the word "complete partnership" or name (name) of one or several participants with addition of the words "and companions" and the words "complete partnership".

Article 78. Charter of complete partnership

The charter of complete partnership shall contain in addition to the data specified in Item 2 of article 55 of this Code of condition:

about the size and structure of the share capital of partnership;

about the size and procedure for change of shares of each of participants in the share capital;

about structure and procedure for introduction of deposits by them;

about responsibility of participants for violation of obligations on introduction of deposits.

Article 79. Management in complete partnership

1. Control of activities of complete partnership is exercised on consensus of all participants. Cases when the decision is made by a majority vote participants can be provided by the charter of complete partnership.

2. Each participant of complete partnership has one voice if the charter does not provide other procedure for determination of number of votes of his participants.

3. Each participant of partnership irrespective of whether he is authorized to run business of partnership, has the right to get acquainted with all documentation on business management. The refusal of this right or its restriction, including on the agreement of participants of partnership, are insignificant.

Article 80. Business management of complete partnership

1. Each participant of complete partnership has the right to act on behalf of partnership if by the charter it is not determined that all his participants run business jointly, or business management is entrusted to certain participants.

2. In case of joint business management of partnership by his participants making of each transaction requires the consent of all participants of partnership.

3. If business management of partnership is entrusted by his participants to one or some of them, other participants for transactions on behalf of partnership shall have the power of attorney from the participant (participants) to whom business management of partnership is assigned.

4. In the relations with the third parties the partnership has no right to refer to the charter provisions limiting powers of participants of partnership, except as specified, when the partnership proves that the third party at the time of transaction knew or obviously owed know about absence at the participant of partnership of the right to act on behalf of partnership.

5. The powers of procuration of partnership conferred to one or several participants can be stopped by court upon the demand of one or several other participants of partnership in the presence to that serious reasons, in particular owing to gross violation by the authorized person (persons) of the obligations or its found inability to reasonable business management. Based on the judgment corresponding changes are made to the charter of partnership.

Article 81. Obligations of the participant of complete partnership

1. The participant of complete partnership shall participate in its activities in accordance with the terms of the charter.

2. Ceased to be valid

3. The participant of complete partnership of other participants having no right without consent to make on its own behalf in the interests or for the benefit of the third parties of the transaction, uniform with those which constitute object of activity of partnership.

In case of violation of this rule the partnership has the right to demand at the choice from such participant of compensation of the losses caused to partnership or transfer to partnership of all benefit acquired according to such transactions.

Article 82. Profit distribution and losses of complete partnership

1. The profit and losses of complete partnership are distributed between his participants in proportion to their shares in the share capital if other is not provided by the charter or other agreement of participants. The agreement on elimination of the participant of partnership from participation in profit or in losses is insignificant.

2. If owing to the losses suffered by partnership the cost of its net assets becomes less than the size of its share capital, the profit got by partnership is not shared between participants until net assets value does not exceed the size of the share capital.

Article 83. Responsibility of participants of complete partnership according to its obligations

1. Participants of complete partnership solidary bear subsidiary responsibility the property according to obligations of partnership.

2. The participant of complete partnership who is not his founder bears responsibility on an equal basis with other participants according to the obligations which arose to its introduction in partnership.

The participant who was disposed from partnership bears responsibility according to the obligations of partnership which arose until its disposal on an equal basis with the remained participants within two years from the date of approval of the activities report of partnership in year in which it was disposed from partnership.

3. The agreement of participants of partnership on restriction or elimination of the responsibility provided in this Article is insignificant.

Article 84. Change of list of participants of complete partnership

1. In cases of exit or death any of participants of complete partnership, recognition of one of them it is unknown absent, incapacitated or it is limited capable or the bankrupt, opening concerning one of participants of reorganization procedures by a court decision, liquidations of the legal entity participating in partnership or addresses by the creditor of one of participants of collection on the part of property corresponding to its share in the share capital, partnership can continue the activities if it is provided by the charter of partnership or the agreement of the remaining participants.

2. Participants of complete partnership have the right to require judicially exception any of participants of partnership according to the unanimous decision of the remaining participants and in the presence to that serious reasons, in particular owing to gross violation by this participant of the obligations or its found inability to reasonable business management.

Article 85. Exit of the participant from complete partnership

1. The participant of complete partnership has the right to leave it, having declared refusal of participation in partnership.

The refusal of participation in complete partnership shall be declared by the participant at least in six months prior to the actual exit from partnership.

2. The agreement between participants of partnership on disclaimer from partnership to leave insignificant.

Article 86. Consequences of disposal of the participant from complete partnership

1. To the participant who was disposed from complete partnership the cost of part of property of partnership is paid, to respective share of this participant in the share capital if other is not provided by the charter. Under the agreement of the disposed participant with the remaining participants payment of property value can be replaced with issue of property in nature.

The part of property of partnership which is due to the disposed participant or its cost is determined by the balance constituted except for of the case provided in article 88 of this Code at the time of its disposal.

2. In case of the death of the participant of complete partnership his heir can enter complete partnership only with the consent of other participants if other is not provided by the charter of partnership.

The legal entity who is the legal successor of the reorganized legal entity participating in complete partnership having the right to enter partnership with the consent of other his participants if other is not provided by the charter of partnership.

Settlings with the heir (legal successor) who did not enter partnership are made according to Item 1 of this Article. The heir (legal successor) of the participant of complete partnership bears responsibility according to obligations of partnership to other persons for which according to Item 2 of Article 83 of this Code the disposed participant, within the property of the disposed participant of partnership which passed to it would answer.

3. If one of participants was disposed from partnership, shares of the remained participants in the share capital of partnership respectively increase if other is not provided by the charter or other agreement of participants.

Article 87. Transfer of share of the participant in the share capital of complete partnership

1. The participant of complete partnership has the right to give the share in the share capital or its part to other participant of partnership or the third party with the consent of his other participants.

2. By transfer of share (part of share) to the other person pass to it completely or in the corresponding part of the right, belonging to the participant who gave share (part of share). Person to whom the share (part of share) is transferred bears responsibility according to obligations of partnership according to the procedure, established by paragraph one of Item 2 of Article 83 of this Code.

3. Transfer of all share to the other person by the participant of partnership stops its participation in partnership and attracts consequences, stipulated in Item 2 Articles 83 of this Code.

Article 88. The address of collection on share of the participant in the share capital of complete partnership

1. The address of collection on share of the participant in property of complete partnership on its debts which are not connected with participation in partnership (personal obligations) is allowed only in case of lack of other its property for covering of debts. Creditors of such participant have the right to demand from complete partnership of apportionment of part of property of partnership, respective share of the debtor in the share capital, for the purpose of the address of collection on this property. The part of property of partnership which is subject to apportionment or its cost is determined by the balance constituted at the time of presentation by creditors of the requirement about apportionment.

2. The address of claim to property corresponding to share of the participant in the share capital of complete partnership stops its participation in partnership and attracts the consequences provided by the paragraph the second Item 2 of Article 83 of this Code.

Article 89. Liquidation of complete partnership

The complete partnership is liquidated on the bases specified in article 67 of this Code and also in case in partnership there is the single participant. Such participant has the right within six months since the moment when he became the single participant of partnership, to transform such partnership to economic society according to the procedure, established by this Code.

The complete partnership is liquidated also in the cases specified in Item 1 of Article 84 of this Code if the charter of partnership or the agreement of the remaining participants do not provide that the partnership will continue the activities.

3. Partnership in commendam

Article 90. Basic provisions about partnership in commendam

1. Partnership in commendam the partnership in which along with the participants performing business activity on behalf of partnership and answering for obligations partnership the property (complete companions) there are one or several participants - investors (limited partners) who bear risk of the losses connected with activities of partnership is recognized, within the amounts of the contributions made by them and do not take part in implementation by partnership of business activity.

2. The legal status of the complete companions participating in partnership in commendam and their responsibility are determined by obligations of partnership by rules of this Code about participants of complete partnership.

3. Person can be the complete companion only in one partnership in commendam.

The participant of complete partnership cannot be the complete companion in partnership in commendam.

The complete companion in partnership in commendam cannot be the participant of complete partnership.

4. The trade name of partnership in commendam shall contain names (names) of all complete companions and the word "partnership in commendam" or name (name) at least than one complete the companion with addition of the words "and companions" and words "partnership in commendam".

5. If the trade name of partnership in commendam includes name of the investor, such investor becomes the complete companion.

6. Rules of this Code about complete partnership are applied to partnership in commendam if it does not contradict rules of this Code about partnership in commendam.

7. Features of the investment funds which are partnership, based on trust, are established by the Law of the Republic of Armenia "About investment funds".

Article 91. Charter of partnership in commendam

The charter of partnership in commendam shall contain in addition to the data specified in Item 2 of article 55 of this Code of condition:

about the size and structure of the share capital of partnership;

about the size and procedure for change of shares of each of complete companions in the share capital;

about structure and procedure for introduction by them of deposits, their responsibility for violation of obligations on introduction of deposits;

about the cumulative size of the contributions made by investors.

Article 92. Management in partnership in commendam and conducting its cases

1. Control in partnership in commendam is exercised of complete companions. The procedure for management and business management of such partnership by his complete companions is established by them by rules of this Code about complete partnership.

2. Investors have no right to participate in management and business management of partnership in commendam, to act from his name without power of attorney. They have no right to challenge actions of complete companions for management and business management of partnership.

Article 93. Rights and obligations of the investor of partnership in commendam

1. The investor of partnership in commendam shall make contribution to the share capital. Contributing makes sure the certificate on participation granted to the investor by partnership.

2. The investor of partnership in commendam has the right:

1) to receive the partnership part of profit which is due on its share in the share capital, according to the procedure, provided by the charter;

2) to get acquainted with annual statements and balances of partnership;

3) upon termination of financial year to leave partnership and to receive the contribution according to the procedure, provided by the charter if the charter of the public investment fund having form of business of the partnership based on trust does not establish other;

4) to transfer the share in the share capital or its part to other investor or the third party.

Investors have the right of purchase of share (its part), preferential before the third parties, in relation to conditions and procedure, stipulated in Item 3 Articles of 101 of this Code. Transfer of all share to the other person by the investor stops its participation in partnership.

By the charter of partnership in commendam also other rights of the investor can be provided.

Article 94. Liquidation of partnership in commendam

1. The partnership in commendam is liquidated in case of disposal of all investors participating in it. However complete companions have the right to transform instead of liquidation partnership in commendam to complete partnership.

The partnership in commendam is liquidated also on the bases of liquidation of complete partnership (Article 89). However the partnership in commendam remains if in it there are at least one complete companion and one investor.

2. In case of liquidation of partnership in commendam, including in case of bankruptcy, investors have the right to deposits, preferential before complete companions, from property of the partnership which remained after satisfaction of requirements of his creditors.

The property of partnership which remained after that is distributed between complete companions in proportion to their shares in the share capital of partnership if other procedure is not established by the charter or the agreement of complete companions.

4. Limited liability company

Article 95. Basic provisions about limited liability company

1. Limited liability company the society founded by one or several persons which authorized capital is divided into shares of the sizes determined by the charter is recognized.

Members of limited liability company do not answer for its obligations and bear risk of the losses connected with activities of society, within the cost of the contributions made by them.

2. The trade name of limited liability company shall contain the name of society, and also the word "limited liability company".

3. The legal status of limited liability company, and also the right and obligation of his participants are determined by this Code and the law on limited liability companies. Features of the banks which are limited liability companies are established by the Law of the Republic of Armenia "About banks and banking activity", features of managing directors of investment fund – the Law of the Republic of Armenia "About investment funds", features of investment companies – the Law of the Republic of Armenia "About the security market", and features of insurers - the Law of the Republic of Armenia "About insurance and insurance activity".

Article 96. Members of limited liability company

1. The number of members of limited liability company shall not exceed the limit set by the law on limited liability companies. Otherwise it within one year will be transformed to open joint stock company or trade cooperative. If society is not transformed to the specified time or the number of his participants will not decrease to the quantity established by the Law of the Republic of Armenia "About limited liability companies", society is subject to liquidation.

2. Voided according to the Law of the Republic of Armenia of 30.09.2019 No. ZR-161

Article 97. Charter of limited liability company

The charter of limited liability company shall contain in addition to the data specified in Item 2 of article 55 of this Code of condition:

about the size of the authorized capital of society;

about the size of shares of each of participants;

and also other data provided by the law on limited liability companies.

Article 98. Authorized capital of limited liability company

1. The authorized capital of limited liability company is constituted from the cost of deposits of his participants.

The authorized capital determines the minimum size of property of the society guaranteeing interests of his creditors. The size of the authorized capital of society cannot be less amount, determined by the law on limited liability companies.

2. Ceased to be valid

3. Release of the member of limited liability company from obligation of contributing to the authorized capital of society, including by offsetting of requirements to society is not allowed.

4. If upon termination of the second or each subsequent financial year net assets value of limited liability company appears less authorized capital, society shall declare reduction of the authorized capital and register its reduction in accordance with the established procedure. If the cost of the specified assets of society constitutes negative size or there is less minimum size of the authorized capital determined by the law, society is subject to liquidation.

5. Reduction of the authorized capital of limited liability company is allowed after the notification of all his creditors.

The last have the right to demand in this case early execution or the termination of the corresponding obligations of society and compensation of losses by it.

Article 99. Management in limited liability company

1. The supreme body of limited liability company is general meeting of his participants.

In limited liability company the executive body (joint and (or) individual) performing the current management of its activities and accountable to general meeting of his participants is created. The individual governing body of society can be elected as well not from among his participants.

2. Competence of governing bodies of society, and also procedure for adoption of decisions and performance by them on behalf of society are determined according to this Code, the law on limited liability companies and the charter of society.

3. Are within the exclusive competence of general meeting of members of limited liability company:

1) change of the charter of society and size of its authorized capital;

2) formation of executive bodies of society and early termination of their powers;

3) approval of annual statements and balance sheets of society and distribution of its profit and losses;

4) decision on reorganization or liquidation of society;

5) election of audit committee (auditor) of society.

By the law on limited liability companies the solution of other questions can be also carried to exclusive competence of general meeting.

The questions carried by the law to exclusive competence of general meeting of members of society cannot be transferred to them to the decision of executive body of society.

4. Society has the right to involve to check of correctness of the annual financial reporting of limited liability company annually the professional auditor who is not connected by valuable interests with society or its participants (external audit).

Audit inspection of the annual financial reporting of society can be carried also out upon the demand of any of his participants. In this case audit inspection is carried out at the expense of the participant requiring such check.

The procedure for carrying out audit inspections of activities of society is determined by the law and the charter of society.

5. Publication by society of data on results of conducting its cases (the public reporting) is not required, except as specified, by the provided law on limited liability companies.

Article 100. Reorganization and liquidation of limited liability company

1. The limited liability company can be voluntarily reorganized or liquidated according to the unanimous decision of his participants.

Other bases of reorganization and liquidation of society, and also procedure for its reorganization and liquidation are determined by this Code and other laws.

2. The limited liability company has the right to be transformed to joint-stock company and trade cooperative.

Article 101. Transition of share in the authorized capital of limited liability company

1. The member of limited liability company has the right to sell or to otherwise yield the share in the authorized capital of society or its part to one or several members of this society.

2. Alienation by the member of society of the share (its part) to the third parties is allowed if other is not provided by the charter of society.

3. Members of society have the privilege of purchase of share of the participant (its part) in proportion to the sizes of the shares (except for the case established by the Law of the Republic of Armenia "About bankruptcy of banks, credit institutions, investment companies and insurance companies) if the charter of society or the agreement of his participants do not provide other procedure of this right. If members of society will not use the privilege within a month from the date of the notice or in other time provided by the charter of society or the agreement of his participants, the share of the participant can be aloof to the third party.

4. If according to the charter of limited liability company alienation of share of the participant (its part) is impossible for the third parties, and other members of society refuse its purchase, society shall acquire share of the participant.

5. In case of acquisition of share of the participant (its part) by limited liability company society shall realize it to other participants or the third parties in terms and according to the procedure which are provided by the law on limited liability companies and the charter of society, or to reduce the authorized capital according to items 4 and the 5th articles 98 of this Code.

6. Shares in the authorized capital of limited liability company pass to heirs of citizens and to legal successors of the legal entities who were members of society if the charter of society does not provide that such transition is allowed only with the consent of other members of society. The refusal in consent to transition of share attracts obligation of society to pay to heirs (legal successors) of the participant its actual value or to issue them in nature property on such cost according to the procedure and on the conditions provided by the law on limited liability companies and the charter of society.

Article 102. The address of collection on share of the participant in property of limited liability company

1. The address of collection on share of the participant in property of limited liability company on its personal obligations is allowed only in case of shortcoming at this participant of other property for covering of its debts. Creditors of such participant have the right to demand from limited liability company of payment of cost of part of property of society, respective share of the debtor in the authorized capital, or apportionment of this part of property for the purpose of the address collection on it. Subject to apportionment part of property of society or its cost is determined by the balance constituted at the time of submission of demand by creditors.

2. The address of collection on all share of the participant in property of limited liability company stops its participation in society.

Article 103. Exit of the member of limited liability company from society

The member of limited liability company has the right to leave society irrespective of the consent of other his participants at any time.

Article 104. Calculations in case of exit of the participant from limited liability company

1. The cost of part of property, respective share of this participant in the authorized capital is paid to the participant who left limited liability company if other is not provided by the charter of society.

Under the agreement of the leaving participant with society payment of property value can be replaced with issue of property in nature.

The part of property of society which is due to the leaving participant or its cost is determined by the balance constituted at the time of its exit.

2. If as contribution to the authorized capital of limited liability company the property use right was brought, the corresponding property returns to the participant leaving society. Reduction in cost of such property owing to its ordinary wear and tear is not compensated.

3. Settlings with the heir of the member of society who did not enter society or the legal successor of the legal entity who was his participant are made according to rules of this Article.

5. Additional liability company

Article 105. Basic provisions about additional liability companies

1. Additional liability company the society founded by one or several persons which authorized capital is divided into shares of the sizes determined by the charter is recognized.

Members of such society solidary bear subsidiary responsibility according to its obligations the property in the multiple size, identical to all, to the cost of their deposits determined by the charter of society. In case of bankruptcy of one of participants its responsibility according to obligations of society is distributed between other participants in proportion to their deposits if other procedure for distribution of responsibility is not provided by the charter of society.

2. The trade name of additional liability company shall contain the name of society, and also the word "additional liability company".

3. Rules of this Code about limited liability company are applied to additional liability company if other is not provided by this Article.

6. Joint-stock company

Article 106. Basic provisions about joint-stock company

1. Joint-stock company society which authorized capital is divided into certain number of shares is recognized.

2. Have the right to issue shares only joint-stock companies.

3. Members of joint-stock company (shareholders) do not answer for its obligations and bear risk of the losses connected with activities of society, within cost owned by them stocks.

4. The joint-stock company can be created by one person or consist of one person in case of acquisition by one shareholder of all shares of society. Data on it shall contain in the charter of society, to be registered and published for general data.

5. The trade name of joint-stock company shall with hold its name, and also words "open joint stock company" or "private company".

6. The legal status of joint-stock company and the right and obligation of shareholders are determined according to this Code and the join-stock companies law, features of the credit bureaus which are joint-stock companies are established by the Law of the Republic of Armenia "About turnover of credit information and on activities of credit bureaus". Features of the banks which are joint-stock companies are established by the Law of the Republic of Armenia "About banks and banking activity", features of investment funds and managing directors of investment fund – the Law of the Republic of Armenia "About investment funds", features of investment companies – the Law of the Republic of Armenia "About the security market", and features of insurers - the Law of the Republic of Armenia "About insurance and insurance activity".

7. Features of creation of joint-stock companies in case of privatization of the state companies are determined by the laws and other legal acts on privatization of these companies.

Article 107. Open joint stock company

1. The joint-stock company which members can alienate the stocks owned by them without the consent of other shareholders is recognized open joint stock company. Such joint-stock company has the right to carry out open subscription to the shares issued by it and their free sale on the conditions established by the law and other legal acts.

2. The open joint stock company shall publish annually for general data the annual statement and the balance sheet.

Article 108. Private company

1. The joint-stock company which shares are distributed only among his founders or other in advance determined group of people is recognized private company. Such society has no right to carry out open subscription to the shares issued by it or to otherwise offer them for acquisition to the unrestricted group of people.

2. The number of members of private company shall not exceed the limit set by the join-stock companies law, otherwise it is subject to transformation to open joint stock company within year, and after this term - liquidation judicially if their number does not decrease to the limit set by the law.

3. In the cases provided by the join-stock companies law, the private company shall publish the documents specified in article 107 of this Code for general data.

Article 109. Transition of shares of private company

1. Shareholders of private company have the privilege of share acquisition, sold by other shareholders of this society.

If none of shareholders use the privilege in time, provided by the charter of society, the joint-stock company has the right to acquire these shares at the price approved with their owner. In case of refusal of joint-stock company of share acquisition or not reaching an agreement on their price, the share can be aloof to the third party.

2. In case of pledge of shares of private company and the subsequent address of collection on them the pawnbroker respectively applies rules of Item 1 of this Article.

3. Shares of private company pass to heirs of the citizen or legal successors of the legal entity who was the shareholder if the charter of society does not provide other.

In case of refusal societies in consent to transition of shares to heirs of the citizen or to legal successors of the legal entity who was the shareholder are applied rules of Item 1 of this Article.

Article 110. Charter of joint-stock company

The charter of joint-stock company in addition to the data specified in Item 2 of article 55 of this Code shall contain conditions:

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