Our team has authored the Law and Practice section of the Armenia chapter in the Chambers and Partners Corporate & Commercial 2026 guide – a complete account of how corporate and commercial law works in Armenia today, from setting up a company to acquiring one, financing it and operating it.
What the chapter covers
A Chambers Law and Practice section is the full structured treatment of a jurisdiction, answering the same questions asked of every country in the guide so that readers can compare legal systems directly. The Armenia chapter covers eleven areas: business entities, corporate governance, shareholder rights and agreements, mergers and acquisitions, capital markets, secured transactions, commercial contracts, foreign investment, regulatory compliance, employment, and real property.
It is written for international businesses, in-house counsel and advisers assessing Armenia as an investment destination or an operating base. What follows draws out the points we are asked about most often.
Choosing a vehicle: the LLC and the JSC
Two organisational forms carry almost all commercial activity in Armenia. The limited liability company is the most common, valued for its flexibility and the cap on member liability. There is no statutory minimum charter capital unless industry-specific licensing rules impose one, and an LLC may have no more than 49 participants – exceed that and it must convert within a year.
The joint stock company, closed or open, carries heavier scrutiny: its share register must be kept with the Central Depository of Armenia or a licensed registrar. An open JSC is the mandatory form for listing shares on the Armenian Securities Exchange. On tax, LLCs and closed JSCs with annual turnover below AMD 115 million may use the simplified turnover tax regime rather than 18% corporate income tax and 20% VAT.
Registration is fast, and capital need not be paid in first
Incorporation in Armenia is centralised and quick. Where founders adopt the Ministry of Justice model charter, company registration completes immediately and free of state duty. Customised charters and paper filings take up to two working days, and up to three where the founder is itself a legal entity, because that entity’s documents must be verified.
No capital needs to be paid into a bank account before a standard LLC or JSC is registered. Filing can be made online, or through a representative under power of attorney, without the founders attending in person.
Beneficial ownership: three deadlines that matter
Every Armenian company must identify its ultimate beneficial owners – any natural person holding 20% or more of the shares or voting rights, or otherwise exercising dominant influence over management. A declaration is filed on incorporation, and an updated declaration within 40 days of any change becoming known to the executive body.
The deadline most often missed is the annual one. Every registered legal entity must confirm its beneficial ownership by 20 February each year, reflecting the position at 31 December. Non-compliance can lead to administrative fines, suspension of state services and, in serious cases, grounds for judicial liquidation.
Governance under the 2024 Code
In 2024 the Ministry of Economy approved a Corporate Governance Code aligned with the OECD Principles. It operates on a comply-or-explain basis: a company that adopts it must either follow its recommendations or justify each departure. The Code recommends that at least a third of the board be independent, and never fewer than two members. A board itself is mandatory for any JSC with 50 or more shareholders.
Directors owe fiduciary duties of loyalty and care, judged against a reasonably prudent person in comparable circumstances – a standard we examine in more detail in our article on the duty of care and duty of loyalty under Armenian corporate law.
Mergers and acquisitions
Armenian law permits five forms of reorganisation (merger, accession, division, separation and conversion) each requiring a 75% majority at the general meeting of every participant. Share purchases dominate private deals, because they avoid individual novation of contracts and licences.
There is no statutory scheme of arrangement. Squeeze-outs instead proceed through tender offers: an acquirer reaching 95% of the voting shares may compulsorily purchase the balance at fair market value. Merger control has tightened, with the Competition Protection Commission lowering filing thresholds. Review runs 90 days from a complete filing, extendable by a further 90 for complex deals, and implementing a reportable concentration without clearance can attract a fine of up to 10% of annual revenue. Our M&A and corporate law practice advises on both sides of these transactions.
Foreign investment, under a new law
Armenia maintains one of the more open investment regimes in the region. Foreign investors receive national treatment, may own 100% of an Armenian company with no general requirement for a local shareholder or director, and face no general foreign investment review for standard private acquisitions.
The legislative basis for that regime has recently changed. The National Assembly adopted a new Law on Investments in June 2026, which replaced the 1994 Law on Foreign Investments. The new law establishes a single framework covering foreign and domestic investors alike, and guarantees both national treatment and most favoured nation treatment to foreign investors. Investors who made their investments under the previous law should confirm how the transition applies to their position.
Two exceptions are worth knowing from the outset. Foreign persons are generally restricted from owning land, holding it instead through leasehold rights of up to 99 years or through a domestic Armenian company. And foreign shareholding in a television or radio broadcaster may not equal or exceed 50% of the voting rights. For businesses in the technology sector, our guide to setting up an IT company in Armenia covers the available incentives.
Contracts, intellectual property and employment
Commercial contracts are governed by the Civil Code on principles of freedom of contract and good faith. Unlike common law systems, Armenian law does not require consideration. Force majeure suspends liability rather than terminating the contract, and the law recognises hardship, allowing a court to modify or terminate an agreement where circumstances change fundamentally.
For employee-created works, copyright and patent rights vest in the employer unless the contract provides otherwise, while the employee keeps the non-transferable moral right of authorship. Assignments of trade marks and patents must be registered with the Intellectual Property Agency to take effect against third parties – see our intellectual property practice.
On employment, post-employment non-compete clauses are difficult to enforce in Armenia, and courts routinely invalidate broad ones even where the employee was compensated for the restriction. Confidentiality covenants, by contrast, are readily enforceable. Equity incentives are increasingly common in the technology sector, as we discuss in our article on employee stock options under Armenian law.
Read the full chapter. The Armenia chapter of Corporate & Commercial 2026 is available on the Chambers and Partners Practice Guides platform: Corporate & Commercial 2026 — Armenia.
FAQs
How long does it take to register a company in Armenia?
Where founders adopt the Ministry of Justice model charter, registration is completed immediately and free of state duty. Customised charters and paper filings take up to two working days, and up to three where the founder is a legal entity.
Is there a minimum share capital for an LLC in Armenia?
No. There is no statutory minimum charter capital unless industry-specific licensing rules impose one, and no capital needs to be paid into a bank account before registration.
When must beneficial ownership be confirmed?
Every registered legal entity must file an annual confirmation or updated declaration by 20 February each year, reflecting the position at 31 December. Changes must be filed within 40 days.
Can a foreign investor own 100% of an Armenian company?
Yes, with no general requirement for a local shareholder or director, except in a limited number of regulated sectors.
The Armenia chapter was written by Mesrop Manukyan, Anahit Sargsyan, Grigor Grigoryan, Maria Petrosyan, Vanik Avagyan and Alina Danielyan. It follows our Trends and Developments chapter in the Chambers Doing Business In… 2026 guide.
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