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LAW OF THE REPUBLIC OF ARMENIA

of April 26, 2001 No. ZR-169

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

(as amended on 16-02-2021)

Accepted by National Assembly of the Republic of Armenia on April 3, 2001

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 "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 and the intermunicipal associations which are considered by legal entities.

5. Registration of the right of pledge, concerning shares of members of Limited liability company is performed according to the procedure, established by the Law of the Republic of Armenia "About registration of the secure rights to personal estate".

Article 2. Legislation on state registration and state accounting

1. The legal relationship arising in the sphere 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 special laws concerning separate types of legal entities establish 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, 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 municipal 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) Ceased to be valid according to the Law of the Republic of Armenia of 08.11.2016 No. ZR-176

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 in the cases provided by the law provided by this Law - these owners of the legal entities, the Republic of Armenia and foreign legal entities, persons staying on the registry in the Republic of Armenia as individual entrepreneurs, and also state bodies of the Republic of Armenia;

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 by the state of legal capacity of again created legal entity;

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, and also the state accounting of state bodies;

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 by the state of existence of again created allocated division or organization of the legal entity;

16. 1) accounting of state body – accounting by the state of the state body which is subject to accounting;

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 or the public association having the property right concerning share in the authorized capital of the legal entity;

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;

23) this owner - physical person, which:

and. separately or together with the affiliate controls or at least 10 percent, including with a total amount at least 10 percent participation in shares, shares, shares or the right of vote or the authorized (equity) capital of members of this legal entity or legal persons shareholders own participation in the authorized (equity) capital of the legal entity;

. controls owing to the fact of availability of participation in the authorized (equity) capital of the legal entity by means of the beneficial shares or the voted shares (shares, shares, further - shares) granting voting power more than one voice or other securities;

receives at least 15 percent of annual revenue of the legal entity century;

it is competent to appoint or exempt the faces included in governing bodies of the legal entity;

without being included in governing bodies of the legal entity, has opportunity to influence management of the legal entity, to control management or activities of the legal entity or it is competent to predetermine decisions of the legal entity other means, including by means of the agreement on trust management, cooperation agreement, the agreement of the option, the agreement on provision of convertible debt according to shares (shares) and other means.

In case of ownership, controlling the legal entity or income acquisition on the bases established by this Item, person having political impact is considered this owner, irrespective of the size of control, participation and the income.

24) person having political impact - persons having obligation to represent the declaration on interests provided by the Law "About Public Service" (except for investigators), persons holding positions of the President of the republic, the chairman of National assembly, the Prime Minister, vice-Prime Ministers, advisers to ministers, diplomatic representatives of the Republic of Armenia, the adviser to the secretary of National Security council, the chief adviser to the Prime Minister, ambassador at large and also members of the family of specified persons, namely: the spouse (a), the minor child (including adopted), person which is under its care everyone the full age person living jointly;

25) affiliated legal entities are legal entities:

and. one of which by the right of vote owns at least and more than 10 percent of shares granting voting power or total amount in the amount of 10 percent of participation in the authorized (equity) capital of legal participating persons of this legal entity, either owing to the participation or according to the agreement signed between these persons has opportunity to predetermine the solution of the others;

. the participants (shareholder) and (or) participants (shareholders) of one of which who are owning 10 and more percent of shares, which is granting voting power, or having opportunity to predetermine its decisions in other form which is not forbidden by the law or persons affiliated with them have the right to own directly or indirectly (including based on sale and purchase agreements, trust management, joint activities, the recommendation or other transactions) more than 10 and more percent of shares of other person, granting voting power, or total amount in the amount of 10 and more percent of participation in the authorized (equity) capital of legal participating persons of this legal entity or having opportunity to predetermine solutions of the last in other form which is not forbidden by the law;

century which were effective in coordination, proceeding from common economic interests;

26) affiliated physical persons and legal entities - the physical persons and legal entities operating in coordination proceeding from common economic interests or if this physical person or person affiliated with it is:

and. the participant owning in 10 and more percent of the authorized (equity) capital of this legal entity or with a total amount at least 10 percent participation in the authorized (equity) capital of legal participating persons of this legal entity;

. person having opportunity to predetermine decisions of the legal entity in other form which is not forbidden by the law;

century chairman of the board, vice-chairman of council, chief executive of this legal entity, his deputy, chairman of the board, board member or chairman of audit committee, member of audit committee or member of other governing bodies;

27) affiliates - the spouse (a) of person, the child (including adopted), the parent (including the adoptive father), the sister, the brother, the grandfather, the grandmother, the grandson, the aunt, the uncle, children of the sister, the brother of person or his spouse, children of the aunt, the uncle, the sister, the brother, the spouse of the child of person holding position;

28) the intermediate legal entity - any legal entity acting in chain the company - this owner;

29) mass media – information policy tool, stipulated in Item 2 articles 3 of the Law "About Mass Media";

30) person performing information activities – the legal entity or the individual entrepreneur who on its own behalf extends media.

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. In appendix to the charter, change or amendment of the charter (or the charter in the new edition), to the party program, the deed of conveyance and the separation balance sheet (allocation) the leaf for notes in which record of data on this state registration is made is created. Content of record and procedure for her work are established by the minister developing and performing policy of the Government in the sphere of justice.

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, - without its introduction, listing (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.

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