The key advantage of Armenia as a jurisdiction for entrepreneurship is the ability to comfortably work with both the European and Asian markets at the same time. International analysts note a good growth of the country’s GDP and a favorable investment climate. Together, these factors make opening a company in Armenia a good idea.
A team of experts in the field of legal support for international business JSC Lawrange can provide a solution to the whole range of issues related to the legal registration of business in Armenia. The cost of registering a company is $1,850. At the same time, a turnkey is provided, including the preparation of documents and the implementation of the necessary registration actions by proxy.
Features of jurisdiction
In recent years, there has been a trend towards relocation of business to the Republic of Armenia from some CIS countries. This is facilitated by economic growth, progressive politics, digitalization of relationships between entrepreneurs and the state, tax incentives for small and medium-sized businesses, especially in Free Economic Zones.
Important! The country is characterized by ease of immigration and a good level of development of foreign economic relations. By registering a business in Armenia, one can consider this country as a place of temporary and even long-term residence.
Armenians welcome representatives of the IT sector with special hospitality. There is a shortage of information technology specialists in the country, so the government is implementing various programs to attract them from abroad. In particular, it is possible to open a company in Armenia and receive an IT Start-Up certificate, which exempts from paying income tax until December 31, 2022.
Since the country is interested in business immigration, favorable conditions for naturalization are created for visitors. In addition to opening a business and owning it 100%, foreigners have the opportunity to purchase real estate and land.
Benefits of registering a company in Armenia
Among the obvious advantages of Armenia for doing business, especially trade, is its good location. The country neighbors Georgia, Azerbaijan, Iran and Turkey. And these are very attractive markets. On the other hand, Armenia enjoys the customs privileges regime of the Generalized Scheme of Preferences (GSP) with the USA, Canada, Switzerland, Norway and Japan. And Armenia also enjoys a free trade regime with Ukraine, Moldova, Tajikistan, Turkmenistan and Georgia.
The Government of the Republic of Armenia has set a course to eradicate corruption and bureaucracy, and this is already yielding certain results. If you open a company in Armenia, the risks for business become less. Along with this, the authorities support foreign investors, especially those who invest in the IT sector, tourism and pharmaceuticals. Having singled out information technologies as a priority among the directions of economic development, Armenia has managed to achieve impressive results. Today, the country is a regional leader in the IT sector, as well as a center for outsourcing high-quality software.
Important! The Armenian government is aware of the importance of attracting foreign investment to the economy, therefore it encourages investment projects with various tax breaks and preferences, as well as government support programs. The country does not tax the repatriation of profits and invested capital. There are practically no restrictions on the ownership of enterprises by foreigners.
Among the arguments in favor of establishing a business in the Republic of Armenia:
- privileged tax status for micro-businesses, IT start-ups, firms registered in Free Economic Zones, in particular – free economic zones offer exemption from taxes on income, profit and property, VAT;
- the presence of an extensive network of DTA agreements (on the avoidance of double taxation) – now this network includes more than 40 states;
- acceptable requirements and a reasonable cost of registering a business, in particular – the absence of requirements for the minimum authorized capital, the citizenship of the director, the presence of a local partner.
Free economic zones of Armenia
Within the borders of the customs territory of Armenia, there are four Free Economic Zones (FEZ, FET or FZ). According to the official government doctrine, the purpose of creating these zones is to attract foreign direct investment, increase exports, introduce innovative technologies and support sustainable economic growth.
The activity of the FEZ is regulated by the special law of the Republic of Armenia “On Free Economic Zones”. Each zone specializes in several separate lines of business. The common denominator for all is the exemption from most taxes, the possibility of optimizing the costs of administration and maintenance of the business, as well as customs benefits. Opening a company in Armenia on the territory of one of the free economic zones is allowed only with the prior permission of the authorities.
Important! FEZ resident firms are exempt from all types of taxation, except for the payroll tax, as well as from all currency restrictions.
Let us briefly consider the specifics of each zone.
It was created in 2013 in the western region of Yerevan under the name Malatia-Sebastia. Key strategic areas: electronics, biotechnology, alternative energy, telecommunications, pharmaceuticals. Total area: 55,799 square meters, including over 10,000 square meters of office space.
It was created in 2017 in the Syunik region of Armenia with an established service life of 50 years. 100% of the shares of this SEZ belong to the Parliamentary Fund of Armenia. FEZ “Meghri” has the largest sectoral coverage. Main strategic directions: agriculture, trade, logistics, processing industry and tourism. The total area is planned to be expanded to 70 hectares, of which 10 hectares are for warehouses and offices.
Note! In May 2022, the administration of the FEZ “Meghri” signed a “memorandum of understanding” with the administration of the Free Economic Zone “Aras” of Iran. The agreement provides for simplified access to the Iranian market for businessmen from Meghri, and vice versa. This is an additional argument for those who are planning to open a company in Armenia, specifically in this FEZ.
It was created in 2015 in the center of Yerevan, in the administrative district of Kentron. The term of this free economic zone is 10 years. Main strategic directions: jewelry production, diamond cutting and watchmaking. The area includes 10,908 square meters of diamond processing and 25,450 square meters of office space.
Note! In the FEZ “Meridian” there is no duty on the import of raw materials from the EAEU.
It was created in 2018 in the city of Hrazdan in the Kotayk region, 50 kilometers from Yerevan. Main strategic directions: high technologies, venture investment, education and communications, laboratory research, data processing, software, blockchain. The zone offers all the necessary infrastructure for the development of IT companies.
How to become a FEZ resident in Armenia?
- Submit an application to the FEZ operator with a brief description of the company’s activities.
- Sign a preliminary agreement of intent with the operator.
- Develop a business plan.
- Submit a business plan and an application to the Ministry of Economy – an authorized body of the Government of the Republic of Armenia.
- Get approval from the government to do business in the FEZ.
Features of company registration
Opening a company in Armenia involves making an entry in the State Register of Legal Entities and assigning a taxpayer number. Also, for full-fledged work with counterparties, an account is opened at a banking institution. Some activities require a license, a notice to the regulatory authorities, or a permit from the municipality.
Often, in order to start a business in this jurisdiction, it is enough for an entrepreneur to obtain a general business license. Additional permits at the state or local level are only required in a small number of cases.
Note! Certain activities require the contribution of authorized capital before registering an enterprise. For example, we are talking about banking and insurance.
Important! The opening of a company in Armenia is carried out only if the local address of this legal entity is available.
To register a company, it is necessary to submit certain documents and information to the registration authority.
Documents for remote registration of a company in Armenia:
- passport of the founder or passports of the founders with legalization (notarization);
- constituent documents prepared in advance by representatives of Lawrange JSC and signed (charter, decision of the founder or minutes of the meeting of founders, and so on);
- if there is a foreign legal entity among the founders, an extract from the commercial register of the country of origin is provided.
Important! Documents are translated into Armenian before submission to the State Register.
Information for registration:
- company address;
- information on the size of the authorized capital and the size of the shares of participants;
- information about the director (manager): full name, citizenship, address of residence, passport details.
Stage 1. Choice of the organizational and legal form of doing business.
The process of enterprise management, the relationship between the founders, the rules for the distribution of profits, and the like depend on this.
Stage 2. Resolving the issue with the name.
Before registering a company, the name is checked for originality and compliance with legal requirements. The name can be changed in the future. The name of the company should not coincide with the names of the state. bodies and international organizations, as well as contain offensive and contrary to the foundations of spirituality and morality expressions.
***Note: It is possible to use a reference to Armenia in the name (for example, the word “Armenian” or the abbreviation “Arm”). However, this requires prior approval from local authorities.
Stage 3. Sending documents for signature.
Lawrange JSC sends you all the necessary documentation for company registration for signature.
Stage 4. Certification of documents by a notary.
You sign the documents and then certify these documents and a copy of your passport with a notary. After that, you send the documents to us.
Stage 5. Company registration.
The company is registered in Armenia by representatives of Lawrange JSC within three days after receiving the documents. Documentation is submitted to the Agency for Registration of Legal Entities under the Ministry of Justice of Armenia.
Note! The company receives the taxpayer code automatically after registration – there is no need for a separate application.
Registration of a legal entity in Armenia: business forms
As in most other jurisdictions, entrepreneurial activity in Armenia can be carried out individually (remaining an individual) or by creating a legal entity. Foreign companies can open representative offices and branches in the country. However, such organizational and legal forms are not endowed with legal personality (they do not have the status of an independent legal entity).
Let’s consider the main organizational and legal forms of business in Armenia.
Limited Liability Company (LLC)
The most popular form of business organization among foreign investors.
Characteristics of an Armenian LLC:
- only one founder is allowed;
- restrictions on the minimum amount of the authorized capital – from 1 euro;
- management may involve nominee directors;
- participants are not liable for the obligations of the company, but bear the risk of losses associated with its activities within the limits of deposits;
- profit is divided in accordance with the shares of investments in the authorized capital;
- both the founder and director can be of any nationality;
- The firm must file audited financial statements annually with regulatory authorities.
Joint Stock Company (JSC)
If an LLC is most often chosen for small and medium-sized businesses, then the organizational form of a JSC is more suitable for large enterprises.
Characteristics of the Armenian JSC:
- only one shareholder can establish a company or own a company;
- the company has the right to issue shares;
- shareholders are not liable for the obligations of the company, but bear the risk of losses within the value of the shares they own;
- in open joint-stock company:
- there is an open subscription for shares;
- shares are sold without the consent of other shareholders;
- the company can trade shares on the stock exchange;
- the number of shareholders is not limited;
- minimum authorized capital – 1 euro;
- at least one director and one shareholder is allowed;
- there are no requirements for residency of the director and shareholder;
- in a closed JSC:
- shares are distributed only between the founders or a circle of persons established in advance;
- the maximum number of shareholders – 49;
- open subscription for shares or other types of offering of shares to an unlimited number of buyers are not allowed;
- other shareholders have a privileged right to buy back the shares of the participant who withdraws from the company.
According to the legislation, it is allowed to register a partnership (partnership) both in the form of a separate legal entity and in the form of a partnership agreement. The latter option is characterized by a higher degree of flexibility, provides more freedom in regulating the relationship between partners. The contractual partnership is not registered. However, a notification of the creation of such a business entity must be submitted to the tax office.
- can be actively managed by several partners at once, and not by one director;
- established by at least two persons;
- in a general (full) partnership, partners are jointly and severally liable with their property for business obligations;
- in a trust (limited, trust) partnership, general and silent partners (passive investors) are provided, the former are liable with their property, the latter – only within the limits of investments in the authorized capital;
- An individual may be a general partner in only one partnership.
Features of the legislation
Registration of companies in the country is regulated by the Civil Code of the Republic of Armenia (1998) and the Law on Enterprises and Entrepreneurial Activities (1998).
The legal regime for entrepreneurship in the country complies with international standards. And this makes it possible to maintain trade relations with the leading countries of the world on favorable terms.
Until January 1, 2022, Armenia used the EU’s Generalized and Augmented System of Preferences “GSP+” (Regulation Generalized System of Preferences, GSP 978/2012). Now only the GSP mode with USA, Canada, Switzerland, Norway and Japan remains. Such customs benefits are a consequence of the country’s compliance with certain international conventions regarding human rights, labor legislation, effective state. management and environmental protection.
Before you open a company in Armenia, you should understand the tax system in the country. Business taxation is carried out according to the following options:
- The general regime is intended for large and medium-sized businesses – basic tax rates apply:
– corporate income tax (CIT) – 18% (only from income from Armenian sources);
– VAT – 20% (if goods or services are exported – 0%)
- Turnover tax – from 1.5% to 5% – can be paid instead of CIT and VAT by enterprises with an annual turnover of less than 115 million drams (up to $250,000).
- Micro business – exempt from CIT and VAT – if the enterprise has an annual revenue of less than 24 million drams (up to $52,000).
- IT Start-Up certificate – exemption from income tax until December 31, 2022.
- A tax deduction of 50% for IT companies, subject to a number of criteria, in particular – the company’s income must be 90% based on IT activities and the company has created at least 50 vacancies, starting from 03/01/2022.
Important! There is a list of exceptions when the preferential tax regime cannot be used (for example, for some service companies). The company must choose the tax regime within 20 days after registration.
Opening a bank account
The Central Bank of Armenia pursues a strict regulatory policy, so opening a bank account in the country requires effort and experience. The account is opened after the bank conducts a thorough check of the potential client. In particular, the bank may request: confirmation of the address of residence, source of funds, and so on. When opening a corporate account, the personal presence of the director of the company is required – remote registration of an account in Armenia is not currently possible.
Note! Among the institutions with which Lawrange JSC representatives work are all the major and popular banks of the country: Converse Bank, Ararat Bank, Unibank Armenia, ACBA bank, Armbusinessbank, Mellat Bank, Anelik Bank, ARMSWISSBANK.
The minimum cost of the package of services required to open a company in Armenia with the support of Lawrange JSC is 1850 US dollars. However, it should be noted that some additional steps are required to fully launch the business. And they are paid separately:
- legal address – 200 US dollars;
- Tax compliance service (for one month) – $50;
- assistance in opening a corporate account – 800 US dollars.
How to open an LLC in Armenia?
To open a company in Armenia in the form of an LLC, it is necessary to prepare personal and corporate documents, resolve the issue with the legal address, and then submit an application to the Agency for Registration of Legal Entities under the Ministry of Justice of Armenia.
What taxes does an individual entrepreneur pay in Armenia?
For most individual entrepreneurs, a simplified taxation system is suitable. It is available in cases where the total turnover for the sale of goods and services (excluding VAT) for the year does not exceed 30 million drams (up to $65,000).
What banks are there in Armenia?
As of the end of 2021, 17 banks operate in Armenia. These are both national banks and branches of international financial institutions. Choosing a bank for specific business tasks is not difficult.
What types of companies in Armenia are available for registration to non-residents?
Both citizens of the country and foreign investors can register a company in Armenia in the form of an LLC, JSC or partnership.