LAW OF THE REPUBLIC OF ARMENIA

of April 16, 2012 No. ZR-127

About modification of the Law of the Republic of Armenia "About state registration of legal entities"

Accepted by National Assembly of the Republic of Armenia on March 19, 2012

Article 1. "About state registration of legal entities" to state the law of the Republic of Armenia to ZR-169 of April 3, 2001 in the following edition:

"LAW OF THE REPUBLIC OF ARMENIA

About state registration of legal entities, the state accounting of the allocated divisions, organizations of legal entities and individual entrepreneurs

Chapter 1. General provisions

Article 1. Law coverage

1. This Law governs the relations arising in the field of state registration and the state accounting, establishes features of administrative production on state registration and the state accounting, competence of the body performing state registration and the state accounting, amount of information which is stored in the Unified state register, both conditions and procedure for provision of information.

2. Features of the state registration of banks, credit institutions, investment companies, corporate investment funds managing investment fund, operators of the regulated market, funds of incorporating, the central depositary, and also insurance companies, reinsurance companies and bureau of the insurance companies performing compulsory liability insurance following from use of the vehicles managing the pension fund and branches and representative offices of these organizations, organizations, and also such branches and representative offices of the foreign organizations are established by other laws.

3. Contractual investment funds which rules are registered by the Central bank of the Republic of Armenia according to the procedure established by the Law of the Republic of Armenia "About investment funds", in the Republic of Armenia are subject to the state accounting which procedure and conditions are established by the Government of the Republic of Armenia.

4. This Law does not extend to state registration of the municipalities which are considered by legal entities.

Article 2. Legislation on state registration and state accounting

1. The legal relationship arising in the field of state registration of the state accounting are regulated by the Civil code of the Republic of Armenia, this Law, the Law of the Republic of Armenia "About bases of administration and administrative production", other laws and legal acts.

2. If longer terms of state registration and state accounting, other amount of the documents necessary for state registration and the state accounting, other procedure for process of registration than established by this Law are established by special laws concerning separate types of legal entities, then regulations of these laws are applied.

3. The requirements established by the second offer of part the 2 and first offer of part 3 of article 5 of the Law of the Republic of Armenia "About the state managerial organizations" do not extend to the performed in the procedure established by this Law state registration, state accounting or functions on provision of information.

Article 3. The basic concepts used in the Law

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

1) the document – the information which is stored or represented on paper or electronically;

2) the electronic medium – magnetic disk, magnetic tape, laser disk, semiconductor or other material carriers which are used for record or storage of information by electronic or other technical means;

3) the agency – the body performing state registration of legal entities, the state accounting of the allocated divisions, organizations of legal entities and individual entrepreneurs;

4) office of servicing – the department or the certain residence of the agency performing documents acceptance for implementation of functions of the register of state registration of legal entities, the state accounting of the allocated divisions, organizations of the legal entities and persons staying on the registry as individual entrepreneurs, and providing the documents constituted by means of these functions and also providing to applicants primary consultation concerning process of registration in cases, stipulated by the legislation;

5) code – combination of figures and letters which is issued to the applicant and by means of which it is possible to trace the course of consideration of the corresponding statement and to receive its results, including receipt of the electronic document certifying performing registration or accounting or the text of refusal in registration or accounting;

6) information system – system of preparation, mailing, obtaining, storage or other hardware-software processing of electronic documents, and also maintaining the Unified state register by means of which the agency performs state registration and the state accounting;

7) the Unified state register (also - the Register) – the electronic document which contains the information about the legal entities registered in the Republic of Armenia staying on the registry all allocated divisions and organizations of the Republic of Armenia and foreign legal entities provided by this Law and also persons staying on the registry in the Republic of Armenia as individual entrepreneurs;

8) payment – money which is paid in the case provided by this Law for the additional services rendered by the Ministry of Justice of the Republic of Armenia;

9) record – process of addition or amendment of information in the Register which includes addition or amendment of information on changes in already entered information;

10) state registration – includes state registration of legal entities, state registration of changes and state registration of liquidation;

11) state registration of the legal entity – recognition of legal capacity of the newly created legal entity by the state;

12) state registration of changes – recognition by the state of any change of the data entered in the Register;

13) state registration of liquidation – recognition of the fact of the termination of existence of the legal entity by the state;

14) the state accounting – the state accounting of individual entrepreneurs and the state accounting of the allocated divisions and organizations of legal entities;

15) the state accounting of the individual entrepreneur – recognition by the state of legal capacity and capacity to act of physical person as the individual entrepreneur, and also recognition by the state of changes of information about the individual entrepreneur in the Register;

16) the state accounting of the allocated division of legal entities – recognition of existence by the state of the newly created allocated division or organization of the legal entity;

17) the authorized capital – the minimum size of property of society established for different type of legal entities guaranteeing interests of creditors;

18) the participant – person having the property right concerning share of the authorized capital of the legal entity, the member of public association, union of legal entities;

19) the founder – the physical person or legal entity which until state registration of the legal entity was participating in the constituent assembly of the legal entity, which made the decision on organization of the legal entity;

20) the official site of the agency – the website placed to the Internet address http://www.e-register.am;

21) the Official website of public notifications of the Republic of Armenia – the website placed to the Internet address http://www.azdarar.am;

22) Commission – State commission of the Republic of Armenia on protection of the economic competition.

Chapter 2. Purpose and principles of state registration and state accounting

Article 4. Purpose of state registration and state accounting

1. The purpose of state registration and state accounting is assistance by means of collection, processings and provisions of information, certificates of dispositive facts, and also provided by the law of other actions:

1) to protection of the rights and interests of founders, participants, members of governing bodies of the commercial organizations, persons which are in legal relationship with the commercial organizations;

2) to protection of the rights and interests of participants, beneficiaries, donors of non-profit organizations;

3) to development by state bodies and local government bodies of effective policy in economic, social and other spheres.

Article 5. Presumption of reliability of information provided in the agency

1. The agency considers provided by person who addressed for state registration or for the state accounting information reliable, except as specified, provided by part 3 of this Article.

2. The agency does not perform check of correctness of information provided in the agency and does not bear responsibility for arising thereof any possible damage, except as specified, provided by this Law. Restriction with the provided this part of responsibility does not extend to cases when the employee of the agency knew or explicitly shall know that documents are false.

3. Information provided by persons in the agency can be considered doubtful if there are reasoning this proof or information of other persons.

4. The applicant in the procedure established by the legislation of the Republic of Armenia bears responsibility for provision of incorrect information, and also for the damage which arose owing to the incorrect information provided to them.

Article 6. Publicity of the data which are stored in the Register

1. Information which is stored in the Unified state register is public, except for passport data, number of the social card of physical persons and information on the address of the place of their accommodation.

2. Information, and also statements from the Register are provided according to the procedure, provided by this Law.

Article 7. Principle of unity of system of registration

1. In the Republic of Armenia the single system of state registration and state accounting is effective. State registration and the state accounting for the purpose of expansion of activities in any place of the Republic of Armenia can be performed from any office of servicing of the agency or in case of means of any authorized person performing the functions of office of servicing provided by this Law, and also online.

Article 8. Principle of modification of data of the Register and mutual assistance

1. If the data which are stored in other databases which are kept the Republic of Armenia are subject to entry also in the Register, then in case of change of information which is written down in other databases, the relevant information automatically is modified also in the database of the agency – without additional statement or the requirement of person.

2. The list of the corresponding databases and the list of the data which are subject to automatic modification proceeding from technical need of such modification establishes the Government of the Republic of Armenia.

Article 9. Electronic form of the Register and registration

1. Processes of state registration and the state accounting in the agency are completely electronic.

2. The documents connected with the functions performed by the agency including the statements provided from the Register, decisions on refusal in state registration and the state accounting and other documents are constituted in the form of electronic documents.

3. Electronic documents are sent to the e-mail address provided by the applicant, and also become available on the Internet on condition of input in information system of the corresponding code.

4. Upon the demand of the applicant, and in the case established by part 5 of this Article - without its introduction, printout (copy) of the electronic document is issued to person with introduction condition in the amount of payment established by the Government of the Republic of Armenia. In this case the validity of the copy makes sure the signature of the relevant employee of the agency which is put down on the copy.

5. Upon the demand of the applicant – the authorized person of the legal entity or person staying on the registry as the individual entrepreneur the certified copy of electronic documents and statements from the Register on paper for each case of state registration and state accounting, and also once a year is provided free of charge.

Article 10. State fee and paid nature of implementation by the agency of additional functions

1. For the established by this Law state registration, state accounting and rendering other services the state fee according to the procedure and the size, established by the Law of the Republic of Armenia "About the state fee" is collected.

2. For implementation of process of state registration or the state accounting in shorter terms, than it is established by the law, and also the functions not obligatory for implementation of the rights of persons, the corresponding payments can be established. The complete list and conditions of the types of service rendered for a fee, and also the amount of the corresponding payment is established by the Government of the Republic of Armenia.

3. The functions not obligatory provided by part 2 of this Article for implementation of the rights of persons, are, in particular, provision on paper of the certified copies of electronic documents, production and review in the quantity exceeding the minimum necessary quantity, originals of charters on paper or their certified copies, assistance to provision of the digital signature and other.

Chapter 3. System of bodies of state registration and state accounting

Article 11. Agency

1. State registration and the state accounting is performed by the agency.

2. The agency is headed by the chief of the agency.

3. Appoints the chief of the agency to position and the Minister of Justice of the Republic of Armenia dismisses in the procedure established by the law.

4. The agency acts on the basis Constitutions of the Republic of Armenia, international treaties of the Republic of Armenia, this Law, other laws and legal acts and the charter approved by the Government of the Republic of Armenia.

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