Managing Your Armenian Subsidiary From Abroad: What a Legal Governance Retainer Covers (and What the Accountant Handles)

A legal governance retainer for an Armenian subsidiary covers the corporate work that keeps the company valid and controllable from abroad: written decisions of the parent, the annual beneficial-ownership confirmation due every 20 February, registration of changes with the State Register, a signing-authority file and the company’s corporate records. Bookkeeping, payroll and tax returns sit with an accounting partner under a separate engagement. For a general counsel or CFO at the parent, the retainer replaces a local director’s informal judgment with a calendar, a document trail and a quarterly report in English.

The onboarding project: taking control of the subsidiary

Onboarding is a fixed project, run once, when head office takes over a subsidiary it acquired, inherits from a departing manager, or set up without local counsel. It answers five questions and produces a gap list.

Who approves which decisions

In an Armenian limited liability company (LLC) the general meeting of participants is the highest body. It alone decides the charter, the share capital, the appointment and removal of the director, profit distribution, approval of annual reports and balance sheets, reorganisation and liquidation. These reserved matters cannot be handed to the director; the charter may move only narrow items, such as opening branches, to a board. A board is optional. A revision commission is mandatory only above 20 participants, so a wholly owned subsidiary normally has neither.

Where the parent is the only participant, it takes every general-meeting decision alone and in writing. An email or a call from head office to the local director is not that decision. Onboarding maps which of the parent’s officers can sign those written decisions. That depends on the parent’s own jurisdiction and constitutional documents, which is why we collect them at the start. Armenian registration law accepts several documentary forms of a corporate participant’s decision, and no universal rule requires every foreign-parent resolution to be notarised or apostilled; the requirement is checked document by document for each filing.

Who holds the documents

We locate the operative charter and every registered amendment, the founding decision, each later appointment decision, the minute book and any powers of attorney in circulation, then compare them against a fresh State Register extract. Charter amendments bind third parties only once they are registered, so an unregistered amendment found in a drawer is a gap.

The signing-authority map

The director acts for the company without a power of attorney: represents it, signs contracts and issues powers of attorney. Anyone else signs only under a written power of attorney signed by the director or by a person the charter authorises. A power of attorney issued by substitution generally needs notarisation. Heads of branches and representative offices always act under a power of attorney, because a branch is not a separate legal person. The Accounting Law also requires management to decide who may sign accounting documents. The map records each signatory, the source and limits of the authority, its expiry, and the bank and e-signature access attached to it.

Beneficial ownership and capital

We check that the beneficial-ownership declaration names the natural persons who ultimately control the parent and shows every intermediate company in the chain. A foreign individual owner needs a certified copy of the passport translated into Armenian. We also check that the founding capital was paid: contributions are due within the founding period, which cannot exceed one year after registration, and unpaid capital blocks dividend payments.

The inventory of intercompany agreements

Service agreements, cost recharges, loans and licences between the parent and the subsidiary are listed with their dates, signatories and approvals. Armenian LLC law has its own rules on interested-party transactions and major transactions. A parent holding at least 20% of the votes is an interested party in a contract with its subsidiary, and a transaction above 25% of net assets is a major transaction by default, unless the charter sets another threshold. The statute exempts a sole-participant company only where the sole participant itself acts as director. How approval works where a foreign parent is the sole participant and a separate local director runs the company is not settled in the law, and we are confirming it. Until then we document each such agreement with a written decision of the parent approving it, and review the approval transaction by transaction. The tax side of the same agreements is covered in our guide to intercompany documentation requirements in Armenia.

The output is a gap list ranked by risk, with the documents and decisions needed to close each gap.

The recurring cycle

The corporate calendar

An ordinary Armenian LLC has no general annual re-registration or annual return to the State Register. Its fixed annual dates are fewer than most head offices expect:

• By 20 February: confirm or amend the beneficial-ownership declaration, as at the preceding 31 December. A submission is required even when nothing changed.
• At least once a year: beneficial-ownership due diligence, with the evidence kept for at least five years after the review and five years after a person stops being an owner. The authorities can demand it within five days.
• After the financial year closes: the parent approves the annual results and balance sheet by written decision. The annual results must be approved no earlier than two and no later than six months after year-end, and that window binds a sole participant too: Article 42 of the LLC Law disapplies the general-meeting procedure for a sole participant’s written decisions but expressly keeps the time limits for the annual meeting. We schedule the approval inside it.
• By 20 April, where it applies: transfer-pricing notification of controlled transactions with the parent, once they exceed AMD 200 million in a tax year (about USD 553,000 at the house rate of AMD 361.36 per USD, CBA rate of 19 October 2026). A pending draft would raise the threshold and move the date; current law applies until it is adopted.

Whether the subsidiary needs a statutory audit or must publish its financial statements depends on its accounting category, which turns on size. Foreign ownership alone does not trigger either, and the accounting partner confirms the category each year.

Event-driven filings

Changes to the name, address, capital, charter, director or participants are registered with the State Register, and every registered change carries state duty:

• Charter amendment: AMD 10,000 (about USD 28)
• Replacement of the director: AMD 10,000 (about USD 28)
• Participant change: AMD 20,000 (about USD 55)
• Change to a director’s or participant’s identifying data only: AMD 5,000 (about USD 14)

USD figures use the house rate of AMD 361.36 per USD, CBA rate of 19 October 2026. A change in beneficial ownership must be declared as soon as the company learns of it and no later than 40 days after; it cannot wait for the February confirmation. A beneficial owner who changes details must tell the company within 20 days. A participant change, a new director and a beneficial-ownership update are separate filings, and one does not cover the others. All of them can be handled remotely under a power of attorney.

Resolutions, records and the registered address

We draft the parent’s written decisions, collect signatures through the right officer, and file them. The law requires minutes of general meetings to be bound into a minute book open to participants; it does not say whether a sole participant’s written decisions belong in the same book, so we keep them in a bound decisions file alongside it. Profit distributions are allowed no more than quarterly, must be paid within one year of the decision, and are barred while capital is unpaid or net assets fall short of the legal minimum. Post delivered to the registered address counts as delivered to the company whether or not anyone reads it, so someone at that address must forward mail to head office without delay.

What head office receives

Each quarter, head office receives a report in English listing open issues and the filings and decisions due in the coming quarter. The items a CFO should expect in that report are set out in what your overseas CFO should receive from an Armenian subsidiary every quarter.

The engagement letter fixes response times and a transaction allowance: a number of routine decisions, filings and contract reviews covered by the retainer each period. The fee structure is an onboarding fee followed by a monthly or annual retainer with those allowances; anything beyond them is quoted before work starts.

Lawyer and accountant: who does what

Related services: business registration, employment compliance, employer of record and taxes in Armenia. Tax-supporting documents must be kept for at least five years from the reporting period; Armenian law sets no single five-year rule for every corporate record, so the retention schedule is agreed between both firms at onboarding.

Frequently asked questions

Last updated: 20 October 2026