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LAW OF THE REPUBLIC OF ARMENIA

of November 21, 2001 No. ZR-252

About limited liability companies

(The last edition from 30-12-2014)

Accepted by National Assembly of the Republic of Armenia on October 24, 2001

Chapter 1. General provisions

Article 1. Subject of regulation of the Law

This Law regulates the legal relationship arising in connection with creation, activities, reorganization and liquidation of limited liability companies.

This Law establishes legal status of limited liability company, and also the right, obligation and responsibility of his participants.

Features of creation, reorganization of activities and liquidation of the limited liability companies which are bank, the credit and payment and settlement institution, investment society, managing directors of investment fund, and also insurance company and also features of their legal status are established "About banks and banking activity", "About payment and settlement system and the payment and settlement organizations", "About the security market", "About investment funds", and also "About insurance and insurance activity" and "About credit institutions".

Article 2. Legislation on limited liability companies

The legislation on limited liability companies consists of the Civil code of the Republic of Armenia (further - the Code), this Law, other laws and international treaties of the Republic of Armenia.

Article 3. Basic provisions about limited liability companies

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

2. Society is the commercial organization with the status of the legal entity.

3. Society has the isolated property in property and this property bears responsibility according to the obligations, can acquire and perform on its own behalf the property and personal non-property rights, perform duties, appear in court as the claimant or the defendant.

4. Society has the civil laws necessary for implementation of the activities which are not forbidden by the law if it does not contradict the subject and the purposes of activities determined by the charter of society.

5. Society has the right to open in accordance with the established procedure bank accounts in the Republic of Armenia and beyond its limits.

6. Voided.

7. Society can have forms with the name or trade name, emblem, the trademark and other means of individualization.

8. The location of society is the location of one of the executive bodies of its permanent body established by the charter. State registration of society is made in the society location. Delivery of mail and other correspondence on the location of society is considered delivery properly.

Article 4. Property of society

1. Deposits of founders (participants) of society, the property created at their expense, and also made and acquired in the course of activities of society belong to society on the property right.

2. Society has the right to own, use and dispose at discretion of the property belonging to it on the property right.

Article 5. Responsibility of society and its participants

1. Society bears responsibility according to the obligations all property belonging to it.

2. Society does not answer for obligations the participants.

3. Members of society do not answer for obligations society and within the cost of the contributions made by them bear risk of the losses connected with activities of society.

The member of society who made the contribution to the authorized capital of society not completely bears joint liability according to obligations of society within the cost of unpaid part of the contribution.

When transforming economic association to economic society each complete companion, becoming the member of society, bears within two years subsidiary responsibility according to the obligations which passed to society from association all the property. Alienation by the previous companion of the shares does not exempt it from such liability.

4. The Republic of Armenia or municipalities do not bear responsibility according to obligations of society, as well as society does not bear responsibility according to obligations of the Republic of Armenia or municipalities.

Article 6. Branches and representative offices of society

1. According to the Code, this Law society can create branches and open representations based on the decision of the authorized body - general meeting of participants. The power of general meeting of members of society specified in this Item can be transferred by the charter of society to the decision of council of society.

2. Creation of branches by society and opening of representations in foreign states is performed according to the legislation of this country if other is not provided by international treaties of the Republic of Armenia.

3. Branches and representative offices of society in the Republic of Armenia are subject to accounting in the procedure established by the law by the body performing registration of legal entities.

Article 7. Organizations of society

1. According to the Code, this Law society can create organizations based on the decision of the authorized body - general meeting of participants. The power of general meeting of members of society specified in this Item can be transferred by the charter of society to the decision of council of society.

2. Organizations of society in the Republic of Armenia are subject to accounting in the procedure established by the law by the body performing registration of legal entities.

Chapter 2. Creation of society

Article 8. Creation of society

1. Society can be created by means of organization of new society, and also reorganization of the commercial organizations.

2. Creation of society is performed by the decision of the founder (founders).

3. Society can be transformed to society with one participant subsequently. During creation of society the constitutive treaty of society is not signed with one founder.

4. Society is considered created from the moment of its state registration in the procedure established by the law.

5. Society is created without restriction of term if its charter does not provide other.

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