Checking an Armenian Company Before You Sign: Register Extract, Charter and Who Can Sign

To check an Armenian company before you sign, order a current State Register extract (state duty AMD 3,000, about USD 8 at the house rate of AMD 361.36 per USD, CBA rate of 19 October 2026), ask the company for its registered charter, and obtain written evidence that the person signing has authority for this transaction. The free online search confirms that the company exists and gives basic data only.

What the free register search shows

The State Register of Legal Entities is kept by the State Register Agency of the Ministry of Justice under the Law on State Registration of Legal Entities (HO-169). The current portal is e-register.moj.am. The law makes the following information available free of state duty:

• company name and legal form;
• registration date and registration number;
• taxpayer identification number (HVHH);
• enterprise classification code;
• registered location (business address);
• beneficial-owner details: name, citizenship, the date the person became a beneficial owner and the basis;
• whether the company is being liquidated or has been deregistered.

Use these fields to match the company in your draft contract: the exact legal name, the legal form (LLC, CJSC, OJSC), the registration number and the taxpayer number should all agree. A name that matches but a registration number that does not is a different legal person.

Whether the current free interface also displays founders has not been confirmed, and founders are not a separate free category in the law. A founder is also not necessarily a current participant: the founder took part in setting up the company, and ownership may have changed since.

The register presumes that what is filed with it is reliable and, as a rule, does not check it. An extract proves what is registered.

Complete register information: ordering, cost and timing

Complete register information about one company, and copies of its charter, cost AMD 3,000 in state duty (about USD 8 at the house rate of AMD 361.36 per USD, CBA rate of 19 October 2026). That is the state’s charge. A lawyer or agent ordering for you adds a separate fee, so ask for an itemised invoice and the state-duty receipt.

The Ministry of Justice describes the full extract as covering the company’s full name, registration number and date, taxpayer number, registered address, status (active, in liquidation or terminated), founders and participants, the head of the executive body, and legal succession. Personal identifiers of individuals, such as passport data, residential addresses and contact details, are excluded even when the duty is paid.

Delivery time differs between the official ordering channels, and the published times do not agree with each other, so confirm the time on the channel you use. The State Register’s online extract service authenticates users through YesEm, Armenia’s digital identification, and lists Armenian citizens as eligible applicants. Whether a foreign counterparty without Armenian digital identification can complete an online order has not been established. The law does not require you to obtain the information through the Armenian company: any person may request it, and a representative may apply for you.

Check that the extract is genuine and current

Extracts are electronic documents. A system-generated number and QR code replace the official’s signature and stamp, so a missing wet-ink stamp is no reason to reject one. The specimen extract directs users to verify.e-gov.am, which asks for the control number and the issue date.

Authentication confirms that the document is genuine and covers the register as at its issue date. Changes of director, participants or charter must be registered with the State Register within 2 business days, so an extract can fall out of date quickly. Ask for one issued shortly before signing, and set the acceptable age in your own deal documents.

The old portal, old.e-register.am, is still online, but the current portal states that its information is current as of 25 December 2025. A recent download from the old site carries no assurance of later information. Order a fresh extract through the current system and compare the registration number, taxpayer number, director and participants with anything older you were given.

Pledges over participation interests

Ordinary extracts no longer state whether a participation interest in the company is pledged or otherwise restricted. That information sits in a separate extract, which State Register guidance prices at AMD 3,000; the guidance comes from the old portal, and the current ordering route has not been confirmed. Ask for it expressly when you are taking security over, or buying, an interest.

The charter: what to ask for

The charter is requested separately from the extract, and not every extract includes it. Ask for the operative charter with every registered amendment. Amendments bind third parties from registration, so an unregistered draft amendment does not change what you can rely on.

Read the charter for:

• monetary limits on what the director may sign alone;
• matters reserved to the participants’ general meeting or to a board;
• rules on borrowing, guarantees, security and disposals of property;
• any delegation of executive functions to a management company or individual entrepreneur;
• a threshold for major transactions different from the statutory one.

Not every LLC has these provisions. Where one applies to your deal, ask for the decision that satisfies it.

Who can sign: evidence of authority

The director

Under the Law on Limited Liability Companies the executive body (general director or equivalent), elected by the general meeting, represents the company and concludes transactions without a power of attorney. The extract names the registered head of the executive body. Ask for the general-meeting decision appointing that person and check the signer’s identity document against it.

Owning the company confers no signing authority. A participant, even a sole participant, signs only as director, as appointed manager, or under a power of attorney. Where executive functions have been transferred to a manager, ask for the transfer decision and the management agreement.

Major and interested-party transactions

A transaction, or a set of related transactions, involving property worth more than 25% of the company’s net assets at the date of the decision is a major transaction, unless the charter sets another threshold. Ordinary-course business is excluded. The general meeting normally approves it; the charter may give the board transactions in the 20% to 50% band. Ask for the latest financial statements and a calculation that includes related transactions. Older templates that measure the threshold against charter capital follow a superseded test.

A transaction in which a board member, the director, or a participant holding at least 20% of the votes has an interest needs approval by a majority of the votes of the participants who have no interest in it. Ask for the resolution and minutes showing who was interested, whose votes were excluded and how the majority was reached. Neither rule applies where the sole participant is also the director.

If a director exceeds a limit in the charter, a court may set the transaction aside on the claim of the person the limit protects, and only if the counterparty knew, or obviously should have known, of the limit. Once you have read a limit in the charter, you cannot claim not to have known it.

Signing under a power of attorney

A power of attorney must be in writing. It must be notarised where the transaction itself requires notarial form, with some statutory exceptions. Under Armenian law a power of attorney lasts at most three years; one with no stated term lasts one year from issue; one without a date of issue is void. Check the specific powers granted: signing, giving guarantees, granting security and receiving money are different acts.

A power of attorney issued abroad is governed, as to form and duration, by the law of the country where it was issued, so the Armenian three-year rule does not automatically apply to it. Armenia does not apostille foreign documents; authentication follows the issuing country’s route (apostille where the Apostille Convention applies, otherwise consular legalisation). Whether a certified Armenian translation is needed depends on who receives the document: a notary or state body works in Armenian, and the rule for a privately signed commercial contract has not been settled. An apostille confirms the signature and seal, and says nothing about whether the grantor had internal approval.

What an extract cannot tell you

An extract records registration data. It says nothing about whether the company can pay, is sanctioned, is being sued or owes tax. Each of those needs its own source:

• Bankruptcy: search Datalex for court cases and Azdarar for official bankruptcy notices. A search that finds nothing is not a solvency certificate.
• Other litigation: Datalex party and case searches.
• Enforcement proceedings: the Compulsory Enforcement Service works through an authenticated personal office. No comprehensive public search of a company’s enforcement cases has been identified.
• Tax debts: ask the company for a State Revenue Committee statement on the presence or absence of tax liabilities, which the company obtains for itself.
• Sanctions: the Central Bank of Armenia publishes the sanctions lists that apply in Armenia; screen the company, its participants and its beneficial owners separately.

Documents to request before signing

1. A State Register extract issued shortly before signing, checked at verify.e-gov.am.
2. The registered charter with all registered amendments.
3. The decision appointing the director, and the signer’s identity document.
4. For a manager, the transfer decision and management agreement.
5. For an attorney, the original power of attorney, any substitution, and its authentication and translation where needed.
6. For a major transaction, financial statements, the value calculation and the approval.
7. For an interested-party transaction, the participant list with voting percentages and the approval minutes.
8. The separate extract on pledges over participation interests, if relevant.
9. The SRC tax-liabilities statement, and your own bankruptcy, litigation and sanctions searches.

For a foreign bank’s request on the company’s side, see which Armenian documents answer a request for a certificate of good standing. If you are acquiring the company itself, the share-purchase steps are in our guide to buying a ready-made Armenian LLC, and the seller’s side of the same exercise is in the investor due-diligence data-room checklist. A company that has just changed its director or participants should complete its business registration filings before you sign, so that the extract you receive shows the new position.

Frequently asked questions

Last updated: 27 October 2026