Armenischer LLC-Manager für einen Gründer im Ausland: Artikel 44, Eingetragener Firmensitz und Treuhandverwaltung Ihrer Anteile

A founder who lives abroad can own an Armenian LLC and have someone else run it: the Law on Limited Liability Companies sets no citizenship or residence requirement for the director, and Article 44 of that law lets the charter hand the director’s powers, by contract, to a Manager that is a company or an individual entrepreneur. The founder’s share can also be placed in trust management with an Armenian trustee, which must be registered with the State Register within one month and carries a state duty of AMD 5,000 (about USD 14 at the CBA rate of 362.21 on 12 October 2026).

The typical case: a sole owner based in Europe or the United States, a small engineering team in Yerevan, and a bank or counterparty asking for “a real Armenian manager”. Some founders go further and ask whether a trusted employee, often the CTO, can register as an individual entrepreneur and hold the founder’s share in trust. Each of these is a different legal mechanism with its own filing.

Who runs an Armenian LLC: the director and the Article 44 Manager

The director (executive body)

The general meeting of participants elects the executive body, usually titled general director. The director does not have to be a participant. Only a natural person may hold the post. The director acts for the company without a power of attorney and can issue powers of attorney to others; the Court of Cassation confirmed in case ED/3-650/VD/08 (26 December 2008) that a general director may represent and defend the company without one. The employment or service contract with the director is signed for the company by the person who chaired the meeting that elected him, or by someone the meeting authorises.

Nothing in these provisions requires the director to be an Armenian citizen, to live in Armenia or to hold a residence permit. A foreign founder can therefore appoint himself, a colleague abroad, or a local hire.

Handing the director’s powers to a Manager under Article 44

Article 44 of the LLC Law allows the company to transfer the competences of its executive body, under a contract, to a Manager. Three conditions apply:

• the charter must provide for this possibility;
• the decision to delegate belongs to the general meeting, which also authorises the person who signs the management contract for the company;
• the Manager must be a commercial organisation or an individual entrepreneur.

This is the only route by which a company or an IE runs an Armenian LLC. A local management company or an Armenian-registered IE can be engaged this way. Whether a company or IE registered only abroad can serve as Manager without an Armenian registration is not settled by the sources we hold. If your charter is silent, it must be amended by the general meeting before a management contract is signed.

Registration of a new director

The State Register holds the executive head’s name, passport data, address and contact details, so a change of director is a state-registered event, filed with the Ministry of Justice State Register Agency through the e-register. The agency decides within two working days of receiving a complete set of documents, and immediately for standardised submissions. The change takes effect when it is entered in the register. The research we hold does not establish a fixed statutory deadline for filing after the general meeting appoints a new director. The procedure is covered in our guide to director and officer changes in Armenia.

Haftungsausschluss

Under Article 46 of the LLC Law, board members and the executive body must act in the company’s interest and in good faith. The company, or any participant, can sue them for damage they cause the company. The Civil Code adds a general duty on anyone acting for a legal entity to act reasonably and in good faith, with damages covering actual loss and lost income. Limited liability protects participants from the company’s debts. A director remains answerable for his own conduct. Board duties are set out in board of directors: legal duties in Armenia.

Work authorisation for a foreign director

Corporate law is silent on nationality; immigration law is not. Until 31 October 2026, the Law on Foreigners exempts from the work permit the founders and heads of the executive body of Armenian commercial organisations in which foreign capital carries more than half the voting rights, for work in that company. The exemption is confirmed by an official conclusion, which is needed for residence on that basis. Amendments in force from 1 November 2026 rewrite these rules and do not carry the founder and director exemption over as a standalone category. The new text ties a foreign participant’s eligibility to at least AMD 2,000,000 (about USD 5,522) in charter capital or shares, or AMD 1,000,000 (about USD 2,761) for an individual entrepreneur, and holding the director post alone does not meet it. The government decision implementing the new rules had not been published at the time of writing, so how they apply to a director who works wholly from abroad is unsettled.

The Labour Code applies to employment relations arising in Armenia even when the work is performed abroad at the employer’s direction, and a court can treat a nominal service contract as employment. See Arbeitsgenehmigungen und Einhaltung der Beschäftigungsvorschriften.

Trust management of a founder’s share

An LLC participatory interest, or part of one, can be placed in trust management. The Civil Code allows any property, including a property right, to be the object of trust management (Articles 954 to 962), and Law HO-543-N of 7 December 2022 added Article 40.1 to the State Registration Law so that the register records LLC interests held in trust management. The mechanism exists for LLC interests only.

What the arrangement does

• Ownership stays with the founder. Placing property in trust management does not transfer ownership. The trust manager acts in the interests of the owner or of a beneficiary the owner names.
• Who can be trustee. The Civil Code allows an individual entrepreneur or a commercial organisation to act as trust manager, with a narrow exception for other persons. A CTO who registers as an Armenian IE can therefore act as trustee; the registration application carries the IE’s state-recording number.
• Form. The agreement must be in writing. Notarisation is required only for immovable property.
• Consent and voting. The State Registration Law lists no participant consent among the filing requirements. Whether the other participants’ consent or a charter permission is needed, and whether the trustee votes the share at the general meeting, depend on the company’s charter and on the terms of the trust agreement. Both points call for a structuring review before the agreement is signed.

Registration: one month

Within one month of placing the interest in trust management, an interested person files with the State Register:

1. an application with the trust manager’s details: passport data for an individual, plus the state-recording number for an Armenian IE, or the state-registration number for an Armenian company;
2. the basis for the arrangement: the trust agreement or a court judgment;
3. proof of payment of the state duty of AMD 5,000 (about USD 14).

The entry records the management arrangement; the founder remains the registered participant.

Notification and annual duty

Trust management of LLC interests is also an activity subject to notification under the Law on Notification of Activities, with an annual state duty of 50 base units, currently AMD 50,000 (about USD 138). This is a separate obligation from the Article 40.1 registration, and the trustee carries it.

Vorteilhafter Besitz

Registering a trust does not replace the company’s beneficial-ownership declaration. A beneficial owner under the AML/CFT Law is a natural person holding, directly or indirectly, at least 20% of the voting interests or capital, or exercising actual control by other means; the senior manager is named only if nobody meets those tests. The founder who keeps ownership stays a beneficial owner, and a trustee whose powers amount to actual control may also qualify. Filing rules and deadlines are covered in UBO compliance and the 40-day rule. An Armenian trust management arrangement is also a different instrument from a foreign-law trust, under which ownership passes to the trustee.

Registered office: the company’s location

Armenian law uses the concept of the company’s location. Under the LLC Law, an LLC is located where its permanently functioning executive body sits; it is registered there, the charter must state it, and mail delivered there counts as proper delivery. Calling an address a “legal address” does not change that rule. The law sets no minimum office size and does not require the company to own or separately occupy premises, and the official registration checklists do not list a lease, title certificate or landlord’s letter.

The State Register presumes submitted information to be reliable and generally does not check it, while the applicant is liable for incorrect information. An address accepted at filing has therefore not been officially confirmed as compliant. No official guidance that accepts mailbox-only or virtual addresses has been identified, and the practice of the tax authority and of banks on such addresses is not established. Where the director works entirely abroad, how the location rule applies has not been settled in published practice. Address options are compared in virtual office in Armenia und der virtual office legal compliance guide.

Vor der Gründung

An LLC comes into existence on state registration. Until then, the founders are jointly and severally liable for obligations connected with establishing the company. An address agreement signed before incorporation is therefore best concluded by a founder, with a clause under which the company takes it over once registered. No official standard form of guarantee letter for a company under formation has been identified.

Etwas zusammensetzen

The options combine: a founder can keep his share, place it with an IE trustee, and appoint a local director, each with its own filing. Running an Armenian company from abroad can also raise substance and permanent-establishment questions in the founder’s home country; those turn on that country’s law and need advice there. For the formation side, see Geschäftsanmeldung, registering an LLC from abroad und remote management of a microbusiness LLC; for accounts, Bankgeschäfte in Armenien.

Häufig gestellte Fragen

Letzte Aktualisierung: 13. Oktober 2026