What Your Overseas CFO Should Receive From an Armenian Subsidiary Every Quarter

A well-run Armenian subsidiary can report its whole compliance position to head office in five items every quarter: the current State Register extract, the participant resolutions passed since the last report, the beneficial-ownership declaration with the date of its last 20 February confirmation, the payroll and tax submission confirmations, and the custody list for original corporate documents. Most parents never ask for any of it, then discover at a financing or an exit that the register says something different from the board pack. The sections below set out the Armenian deadlines behind each item and the questions to ask when the file comes back thin.

The Armenian corporate calendar your local team should be tracking

Only one Armenian corporate obligation sits on a fixed annual date. By 20 February each year the company must either submit updated beneficial-ownership information or confirm that its last declaration still held as at 31 December of the preceding year. The filing is made electronically at bo.e-register.am, signed in through Armenia’s unified national identification system. A company that misses it faces a fine of AMD 30,000 to AMD 100,000, and a company that misses three consecutive years can be put to liquidation.

The second beneficial-ownership deadline is event-driven. An initial declaration is due within 40 days of the company’s registration, and any change in the declared data must be reported immediately and in any event within 40 days. The trigger is wider than a share transfer: Armenia’s definition of a beneficial owner starts from a 20 percent direct or indirect holding of voting shares or participatory interests, and also captures other grounds of control. A new parent-level shareholder, a new person with power to appoint the director, or a restructuring higher up the group can all move the answer without a single Armenian share changing hands. The company must also run its beneficial-owner due diligence at least once a year, which is the step most subsidiaries skip because nothing in the register prompts them.

The general meeting of participants carries the annual governance business: approval of the annual report and the balance sheet, and any decision to distribute profit. Those powers belong to the general meeting exclusively, along with charter amendments, charter-capital changes, appointment and removal of the executive body, and reorganization or liquidation. An audit commission becomes mandatory only above 20 participants, so a wholly owned subsidiary with a single participant does not need one. A board or council is optional at every participant count; if the charter creates one, its approvals become a condition of valid action, and head office should know that before it relies on a director’s signature alone.

Registering a change, and what it costs

A change of director, a change of participants, a charter-capital change, a new registered address, a new name and any charter amendment all have to be registered with the State Register, and some identifying-information updates are pushed through automatically from other state registers. The much-quoted two-working-day figure is the Agency’s own processing deadline once it has received a complete filing, and Armenian law sets no confirmed window within which the company must bring a change in. Treating the two days as a company deadline has sent more than one subsidiary into a panic over a resolution signed three weeks earlier. The reporting discipline still matters, because an unregistered director change leaves the register naming someone who no longer has authority.

USD equivalents at the Central Bank of Armenia official rate of 362.83 on 30 September 2026. The State Duty Law sets AMD 10,000 for a director replacement, while the State Register’s own online service page lists that registration as free; the amount to budget should be confirmed with the registry before the filing.

Resolutions and the signing-authority register

The executive director of an Armenian LLC handles daily management, is elected by the general meeting, and represents the company without a power of attorney. The appointment carries no statutory expiry. Armenian law once required the charter to fix a term, and amending law HO-218-N of 21 December 2010 deleted that wording with effect from 1 January 2011. Anything that looks like a term today comes from the charter, the appointing resolution or a management agreement, so a director whose five-year term “expired” in 2023 may be perfectly valid, or may have been acting without authority for two years, depending entirely on which document created the limit. Sector-regulated companies such as banks and insurers sit under their own rules.

Four documents answer the question of who can sign for the subsidiary, and head office should hold all four: the current register extract naming the executive, the participant resolution that appointed them, the charter clauses limiting their powers, and every power of attorney issued downward to local staff. The last of those is where control is usually lost. Powers of attorney issued to an office manager for a single bank errand have a way of staying live for years.

Corporate records custody: what must exist and who holds it

Participants have a statutory right to inspect the company’s books and records, to vote at the general meeting, to a proportional share of distributed profit, to transfer their interest and to exit the company. The exit right is the one to brief upstairs: it is statutory, it can be exercised at any time, and the charter cannot restrict it. For a parent holding a majority alongside a local minority participant, that is a potential call on company funds arriving at a time the parent does not choose.

Transfers bring their own paper trail. Other participants hold a pro-rata pre-emptive right over an interest being sold, exercisable within one month unless the charter sets a different period, and a transfer made in breach of it can be challenged in court within six months. The waiver, or evidence that the month ran out, therefore belongs in the custody file, because its absence is what a buyer’s counsel will find.

Retention periods are uneven. The identification documents behind the beneficial-ownership declarations must be kept for at least five years, measured both from the end of the relationship and from the close of any investigation, so the clock that matters is whichever runs out later. Armenia’s Law on Personal Data Protection governs how employee, director, participant and know-your-customer data is handled, through consent or another statutory basis, purpose limitation and data minimisation, and it sets no retention period of its own for those categories. Anti-money-laundering record-keeping rules bind reporting entities, which an ordinary trading subsidiary is not. For ordinary personnel files the position is less settled: labour legislation and a government decision impose retention schedules on certain HR documents, and whether they apply across the board to every private company is not clear from the published text, so a subsidiary should not be destroying personnel records on a short internal cycle while that question is open.

Payroll and accounting coordination: who reports what

Armenian payroll and tax filings are almost always lodged by a local accountant or an outsourced provider using credentials issued in a named individual’s name. The quarterly pack should therefore carry three things from that side: the submission confirmations for the period, a list of who currently holds the electronic signature and tax-portal credentials, and confirmation of who would hold the ledgers if that person left tomorrow. Filing calendars and tax rates are set out on our Taxes in Armenia page and are outside the scope of this checklist.

Changing provider is the moment the gaps surface. The practical sequence for moving accountants, and the records to secure before you give notice, is set out in our guide to replacing an Armenian accountant or administrator without losing records, access or control. Employment-side obligations attaching to the same staff sit on the Employment Compliance page.

Intercompany agreements: the evidence file

Where the parent charges the subsidiary for management services, licenses software to it, or funds it by loan, the agreement is only the first page of what a reviewer will want. The quarterly report should confirm that each live intercompany arrangement has a signed agreement in force for the period, invoices matching the agreement’s terms, and evidence that the service was actually delivered. Our guide to intercompany documentation requirements in Armenia covers what that file needs to contain.

A specimen quarterly open-issues report

Two pages is enough. Ask for it in this order, so that each item can be checked against the one above it.

1. Register extract, dated within the reporting quarter, showing the executive, the participants, the charter capital and the registered address.
2. Resolutions passed in the quarter, each with the date it was registered, or an explanation of why registration is still outstanding.
3. Beneficial-ownership status: the date of the last declaration, the date of the last 20 February confirmation, whether any change arose in the quarter, and the date of the last annual due-diligence review.
4. Powers of attorney in force, with holder, scope and expiry, and a note of any revoked in the quarter.
5. Filing confirmations for payroll and tax submissions in the period, and the current credential holders.
6. Intercompany arrangements live in the quarter, each with the agreement date and confirmation that invoices match it.
7. Document custody: where the charter, the founding decision, the signed resolutions and the beneficial-ownership identification documents are physically held, and who else has access.
8. Open items carried forward from the previous quarter, with the date each was raised.

Red flags a head office should ask about

• A register extract that predates a resolution you have already approved. The resolution exists in your minute book and nowhere else that a bank or a counterparty can see.
• A beneficial-ownership answer with no date attached. The date of the last 20 February confirmation is the answer to ask for.
• A group reorganization completed abroad with no corresponding Armenian declaration inside 40 days.
• Electronic signature or tax-portal credentials in the name of someone who has left, or held by a provider you have just given notice to.
• Software or product work delivered by Armenian contractors with no written assignment of rights. Our investor-readiness IP ownership audit sets out what proof of ownership looks like.
• A minority participant on the register whose exit right has never been valued in the parent’s cash planning.
• Personnel files purged on an internal retention schedule copied from another jurisdiction.

If the subsidiary is a joint-stock company, which is uncommon for a foreign parent’s Armenian vehicle, the calendar tightens. The general meeting of shareholders must be held annually within six months of the end of the financial year, a board becomes mandatory above 50 shareholders, transactions above 50 percent of the company’s assets require a three-quarters shareholder vote, and transactions between 25 and 50 percent require board approval. A parent used to signing off on LLC decisions by written resolution should check which of those thresholds its next funding step crosses. Registration of the vehicle itself is covered on our Business Registration page.

Frequently asked questions

If the report does not arrive

A parent does not have to wait for local management to cooperate. Armenia’s company register is public, so the extract showing the current executive, participants, charter capital and address can be pulled independently and compared against the last board pack. The beneficial-ownership position is harder to verify from outside, which makes the submission receipt the document to ask for by name, with its date. Where the register and the parent’s own records disagree, the registered position is the one a bank, a buyer or a court will start from, and correcting it takes a resolution and a filing, each with its own state duty.

Last updated: 1 October 2026