Limited liability company ՍՊԸArmenia
What it takes to form, own and run a private limited company in Armenia, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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The participants of the Company shall not bear liability for the obligations of the Company
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Participants or founders of the Company may be natural and legal persons
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The management of current activities of the Company shall be carried out by the executive body of the Company.
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A minimum size of the authorised capital of the Company shall not be prescribed.
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the profit tax shall be calculated at the rate of 18 percent, except for the cases prescribed by parts 2, 3 and 3.1 of this Article
Form it
Who registers it
- Registry
- Formed without visiting
- Yes
- Formed online
- Yes
What it takes to form
- A notary
- Not required
- A resident director
- Not required
- Paying up the capital
- A participant who has not made its full contribution to the authorised capital is jointly liable for the company's obligations to the extent of its outstanding contribution
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A participant of the Company having not made its full contribution to the authorised capital of the Company, shall bear joint liability
Own it
Who may own and run it
- Directors
- At least 1 · none need live there · a company may be one
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The management of current activities of the Company shall be carried out by the executive body of the Company.
- Shareholders
- At least 1 · at most 49 · a company may be one
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Participants or founders of the Company may be natural and legal persons
- Members
- At least 1 · at most 49 · one person may form it alone
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considered as a company established by one or several persons, the authorised capital whereof is divided into shares
- A local company secretary
- Not required
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The highest body of the Company shall be the General Meeting.
- A local registered agent
- Not required
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The registered office of the Company shall be the location of its permanent body, i.e. one of the executive bodies prescribed by the Charter.
Each year, at the registry
- Annual registry fee
- Free
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Ծառայության արժեք 0
- Accounts on the public record
- Small exempt
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Բոլոր կազմակերպությունները և խմբերը, բացի փոքր կազմակերպություններից և խմբերից ու միկրոկազմակերպություններից, պարտավոր են տարեկան ֆինանսական հաշվետվությունները հրապարակել
- Audit for a small company
- Not required
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Պարտադիր աուդիտի ենթակա են հետևյալ կազմակերպությունների և խմբերի ֆինանսական հաշվետվությունները
- Audit
- A Revision Commission is mandatory in companies with more than twenty participants; Law on Accounting Art. 26(1): mandatory audit for public-interest organisations, large organisations and medium-sized organisations; a small organisation is not on that list (other laws may add types).
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Establishment of the Revision Commission in the companies with more than twenty participants shall be mandatory.
Important dates
When each obligation falls due, as the authority states it.
- Declaration of actual
- 40 days after incorporation
With Agency for State Register of Legal Persons, Ministry of Justice
Law on State Registration Art. 60.3(4), as quoted in evidence (arlis.am/en/acts/221246); days not stated as business days.
- Publish the annual financial statements
- 30 June
With the organisation's own website, azdarar.am or a registered media site (publication, not a registry filing)
Law on Accounting Art. 27(2): by 30 June of the year following the reporting year. Small and micro organisations are exempt from publication (Art. 27(1)).
- See shared_dates: annual beneficial-owner declaration or confirmation
- 20 February
With Agency for State Register of Legal Persons, Ministry of Justice
Same rule as shared_dates.beneficial_owner_confirmation; Law on State Registration Art. 60.3(5).
- Declare a change in the actual-beneficiary data
- 40 days after change of beneficial owners
With Agency for State Register of Legal Persons, Ministry of Justice
Law on State Registration Art. 60.3(4): immediately after becoming known to the legal person, no later than 40 days.
What is public
- Directors
- Public
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Information maintained in the State Unified Register shall be public, except for passport data of natural persons
- Shareholders
- Public
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Information maintained in the State Unified Register shall be public, except for passport data of natural persons
- Beneficial owners
- Public
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Information maintained in the State Unified Register shall be public, except for passport data of natural persons
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Flat · 18%+2 regimes
the profit tax shall be calculated at the rate of 18 percent, except for the cases prescribed by parts 2, 3 and 3.1 of this Article
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the profit tax shall be calculated at the rate of 18 percent, except for the cases prescribed by parts 2, 3 and 3.1 of this Article
Work it out on a profit figure: the company’s tax, the owner’s, and what is left.
Special regimes that may apply
- Ստացվող շահաբաժինների նվազեցում համախառն եկամտից holding · 100% exempt
Resident profit-tax payers, and permanent establishments in Armenia, on dividends they receive ՀՀ հարկային օրենսգիրք, հոդված 123, մաս 2, կետ 1 - Ազատ տնտեսական գոտու շահագործողի շահութահարկից ազատումը free zone · 100% exempt
Profit-tax payers holding free economic zone operator status, on income from activity carried on inside a FEZ established in Armenia, whether that income arises from Armenian or foreign sources ՀՀ հարկային օրենսգիրք, հոդված 126, մաս 7; «Ազատ տնտեսական գոտիների մասին» ՀՀ օրենք
Whether a company qualifies depends on its activity and conditions set in each statute.
- CFC rules in Armenia
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Voluntary liquidation upon a General Meeting decision (Law on LLC, Art. 51); compulsory liquidation only through the courts
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The Company may be voluntarily liquidated upon the decision of the General Meeting.
- Statutory fee
- Free
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No state duty shall be charged in case of state registration of liquidation of the legal person.
Every business in Armenia
VAT
- Standard rate
- 20%
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VAT against the tax base of transactions and operations considered to be the object of VAT taxation as prescribed by Article 60 of the Code shall be calculated at the rate of 20%
- Other rates
- 0% Transactions taxable at the zero rate under Article 65, including goods exported under the customs procedure 'Export'
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Taxation at zero rate of VAT shall be the calculation of VAT at zero percent rate with respect to the tax base of transactions deemed to be VAT taxable objects prescribed by Article 60 of the Code.
- Registration threshold
- AMD 115,000,000
sales turnover for all types of activities; preceding tax year, or the current tax year once the threshold is exceeded
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in case of being considered a VAT payer on the ground of exceeding the threshold of the amount of AMD 115 million of sales turnover with respect to all types of activities in the tax year, the VAT shall be calculated and paid in the amount exceeding the VAT threshold
- Voluntary registration
- Yes
A taxpayer below the threshold may submit a statement to the tax authority to be record-registered as a VAT payer, from a day not earlier than the 20th day before the statement.
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in case where the organisation or individual entrepreneur submits a statement to the tax authority making an indication of the fact of being considered a VAT payer and being record-registered as a VAT payer
- A foreign company
- Registers from its first taxable supply
A non-resident organisation without a permanent establishment that supplies electronic services to natural persons is placed on record-registration regardless of turnover; where it supplies other taxable goods or services, the Armenian VAT payer contracting with it accounts for the VAT as tax agent. No representative is required by the provisions read, but the registration procedure is set by Government decree which was not read.
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In case a non-resident organisation not having a permanent establishment in the Republic of Armenia provides electronic service to a natural person who is not considered to be an individual entrepreneur or a notary
- Returns filed
- Monthly
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Every reporting month shall be deemed to be a reporting period for the calculation and payment of VAT, except for cases prescribed by part 2 of this Article.
- Tax authority
- State Revenue Committee of the Republic of Armenia (SRC)
Payment and banking services
1 service names Armenia on its own list: Paysera. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- Limited liability company (ՍՊԸ)
- ISO 20275 code
- GBI5Secondary GLEIF, Entity Legal Forms code list