An Indian Company Opening an Armenian Subsidiary or Delivery Centre: From Funding to First Invoice

An Indian company can own 100% of an Armenian limited liability company (LLC), register it in 2 working days with no state duty and no statutory minimum capital, and appoint a director who lives in India. The parts that need planning are on either side of the registration: the Indian parent’s outbound investment filings, the director’s right to live and work in Armenia once the immigration reform takes effect on 1 November 2026, and how the subsidiary’s invoices to the parent are taxed under the India–Armenia tax treaty, which caps source tax on technical-service fees at 10%.

The Indian parent’s side, in outline

Funding an Armenian subsidiary is an overseas direct investment for the Indian parent. It falls under the Reserve Bank of India’s Overseas Investment rules, and the investment is reported in Form FC through the parent’s authorised-dealer bank. These are Indian-law points for the parent’s Indian advisers and bank; we do not advise on Indian law. In practice the authorised-dealer bank will want the Armenian registration documents and the charter, so the two workstreams run in parallel.

On the Armenian side, the incoming money faces no special barrier. Armenia’s currency-regulation law permits non-cash foreign-currency transactions between legal entities, and the new Law on Investments, which replaced the 1994 Foreign Investments Law from 11 August 2026, guarantees the inward and outward movement and conversion of investment funds, subject to anti-money-laundering, reporting and enforcement rules. No India-specific Armenian approval requirement or remittance ceiling was found in the current texts.

Forming the Armenian subsidiary

The usual vehicle is an LLC wholly owned by the Indian company. A single founder signs a formation decision; no founders’ agreement is needed. The State Register of Legal Entities registers the company within 1 working day, or 2 working days where a founder is a legal entity, which is the case here. Standard registration carries no state duty. A one-working-day expedited service costs AMD 30,000 (about USD 83 at the CBA rate of 361.93 on 9 October 2026) and is useful only in this corporate-founder case, because for an individual founder the standard period is already one day.

Documents from India

1. A board resolution of the Indian company approving the subsidiary, its capital and the appointment of the director.
2. An extract from the Indian company register or an equivalent status document, plus the constitutional documents (or extracts from them).
3. Certification of those documents and notarised translation into Armenian. The registration law requires the documents to be certified and translated, and in practice they are apostilled in India, which, like Armenia, is a party to the Hague Apostille Convention.
4. The director’s passport details and email address, and the Armenian public service number if the director has one.
5. A power of attorney if a representative files. A power of attorney for this filing does not need to be notarised.

The registration itself is quick; apostille, translation and bank onboarding set the real pace. Expect 1 to 4 weeks end to end.

Charter, capital and governance

The charter names the company, its registered office, charter capital and the participant’s details, including the Indian parent’s country and registration particulars. Armenian law sets no general minimum charter capital, though the online system will not accept zero; we normally use AMD 10,000 (about USD 28) as a working figure, by firm convention. That figure will not support a residence application under the post-November rules described below.

A supervisory board is optional. An audit commission is mandatory only once the LLC has more than 20 participants, so a single-parent subsidiary needs neither. The registered office is the address of the permanently operating executive body, as stated in the charter.

Der Direktor

The sole participant appoints the executive director, who need not be a participant and is ordinarily a natural person; the law also allows management to be delegated to a management company. Corporate law imposes no Armenian citizenship or residence condition on the director. A director based in Bengaluru can sign for the company. Whether that person may move to Yerevan and work there is governed by the Law on Foreigners.

Bank account and tax registration

The company receives its tax identification on registration. Choose the tax regime within 20 days of registration: missing that window locks the company into the general regime, with VAT and profit tax, for the rest of the year. Bank onboarding for a company with a foreign corporate parent involves full ownership-chain documents; see our Banking-Seite und der Gewerbeanmeldungsdienst.

Director relocation and residence

Getting into Armenia

Indian ordinary-passport holders can apply for an Armenian e-visa through the Ministry of Foreign Affairs system. One route relies on travel medical insurance plus a valid visa or residence permit from a listed country (the EU and Schengen states, the USA, the UK, Canada, Australia, New Zealand, South Korea, Japan or Russia) or a residence permit from a listed Gulf state. The other route relies on further supporting documents, including a ticket reservation and proof of means. Check the Armenian Embassy in New Delhi’s current checklist before applying. The published processing time is 3 working days. A visitor visa covers business negotiations and founding a company; it does not authorise work.

A temporary visa exemption running from 1 July 2026 to 1 July 2027 covers nationals of listed countries who hold a US, EU/Schengen or Gulf residence permit valid for at least six months on entry, for up to 180 days in a year. Whether India is on that list should be confirmed against the government decision before relying on it.

Working as director: the current rule

Until the reform takes effect, the founder or head of the executive body of an Armenian company in which foreign participants hold more than half the votes is exempt from the work permit when working for that company. A wholly Indian-owned subsidiary meets that condition. The exemption still requires a conclusion from the Migration and Citizenship Service confirming it, and that conclusion supports a temporary residence permit of up to one year, renewable annually. The current state duty for the residence permit is AMD 105,000 (about USD 290).

Was ändert sich am 1. November 2026?

Law HO-11-N, adopted on 20 January 2026, rewrites the Law on Foreigners from 1 November 2026. The changes that matter to an Indian parent:

• The director exemption goes. The replacement list of work-permit exemptions no longer includes founders and heads of foreign-controlled companies. Holders of temporary residence on certain grounds, including entrepreneurial activity, and permanent residents remain exempt.
• Entrepreneurial residence requires a personal stake. The new ground requires the foreigner to be a participant or shareholder personally, with at least AMD 2,000,000 (about USD 5,526) invested in charter capital or shares. A director of a subsidiary wholly owned by the Indian parent does not qualify because the parent invested. The government decision implementing this ground had not been adopted when we last checked, so treat the operative detail as unsettled.
• Employment residence moves to a quota system. The labour-market test is replaced by annual government quotas, and work authorisation is issued electronically on a unified platform. The quota numbers have not been published.

The law also creates a work-entry visa of up to 120 days, single or multiple entry, non-extendable and available once per calendar year. Its commencement, and that of the new work-authorisation provisions, is tied to the launch of the new e-visa system, so these may start later than 1 November. The residence-permit fee becomes AMD 150,000 for the application plus AMD 5,950 for the card (about USD 431 in total) once the new platform launches, which the Migration and Citizenship Service has announced for 1 November. Business-based permanent residence will require 3 years of temporary residence in the preceding 5. For the wider picture, see our Aufenthaltsgenehmigungen

Hiring in Armenia and owning the code

Arbeitsverträge

Foreigners have the same employment capacity as Armenian citizens. Employment contracts must be in writing, in two copies, with one handed to the employee within 3 days; electronic exchange and signature are permitted. The mandatory state digital-contract system has been postponed to 1 July 2027 by Law HO-39-N. The standard working week is 40 hours. Our Einhaltung der Beschäftigungsvorschriften page covers the wider obligations.

Foreign staff

An Indian engineer seconded to the Armenian subsidiary is not covered by any EAEU exemption. Under the current rules the employer applies on workpermit.am; the platform states 30 days, while the regulations allow 15 working days for the labour review and 5 working days for the security conclusion before a decision, so 30 days is a guide. After 1 November the quota system above applies. See our Arbeitsgenehmigungen

Incentives for tech payroll

Qualifying research and development staff can be taxed at 10% personal income tax instead of 20%, subject to approval conditions. A separate state-support scheme reimburses 60% of personal income tax for qualifying new hires on employment contracts; contractors are excluded. That scheme is distinct from the 1% turnover tax discussed below, and one does not imply the other.

Intellectual property in employee work

Software is protected as a literary work from the moment it is created. Under the Civil Code and the Copyright Law, the economic rights in a work created by an employee in the course of employment duties or on the employer’s instructions belong to the employer unless the contract provides otherwise. For an Indian group, the rule has limits:

• The rule vests rights in the Armenian employer, not the Indian parent. The parent needs its own written assignment or licence from the subsidiary.
• It covers only work within the employee’s duties. Job descriptions should describe the duties precisely, and the employment contract should carry a written IP clause.
• Moral rights stay with the author and cannot be transferred. A clause obliging an author to transfer rights in all future works is void; future works must be identified with reasonable precision.

Contractors are different. Copyright in a contractor’s work does not pass by operation of law; it needs a written author’s contract with a present-tense assignment, ideally with a handover act.

Intercompany billing

A delivery centre usually earns its revenue by invoicing the Indian parent under an intercompany services agreement. These Armenian tax points decide what that invoice costs.

• MwSt. Services whose place of supply is outside Armenia are zero-rated. Zero-rating turns on the Tax Code’s place-of-supply rules, which contain a specific rule for software development, adaptation and modification; a foreign customer and foreign payment are insufficient by themselves.
• The 1% turnover tax. Income from activities on the government’s high-tech list (software development, IT services, data processing and similar) is taxed at 1% of turnover, from 2025 to 2031. The company must still be eligible for the turnover regime, including the AMD 115 million (about USD 317,741) annual turnover ceiling, and must elect it within the 20-day window.
• General regime. Profit tax is 18% and VAT 20%.
• Transfer pricing. Transactions with the Indian parent are controlled transactions. Where they exceed AMD 200 million (about USD 552,593) in a year, the company files a notification by 20 April of the following year, and must produce local and master-file documentation within 30 working days of a request from the State Revenue Committee. If the group’s consolidated revenue exceeded EUR 750 million in the preceding year, country-by-country reporting applies within 12 months. Our guide to intercompany documentation sets out the evidence file.

Money flowing the other way is taxed at source in Armenia. Dividends paid to the Indian parent carry 5% withholding tax, and interest and royalties paid to it carry 10%, before any treaty relief. The treaty’s 10% dividend ceiling does not raise Armenia’s lower domestic 5% rate. For running the subsidiary after formation, see the quarterly report guide und Steuern in Armenien.

The India–Armenia double tax treaty

The treaty was signed on 31 October 2003 and amended by a protocol signed on 27 January 2016, in force since 14 June 2017. The Armenian text is on ARLIS and the English text is published by India’s Central Board of Direct Taxes; the English text prevails where the two diverge.

There is no separate article for technical-service fees. They sit in Article 12 alongside royalties, defined as payments for managerial, technical or consultancy services, including the provision of technical or other personnel. The definition has no “make available” condition, so a delivery centre’s engineering and support fees paid by the Indian parent can fall within it and be taxed in India at up to 10% of the gross fee. How India applies that withholding is a question for the parent’s Indian tax advisers.

The treaty’s limitation-of-benefits article sets qualified-person tests, so residence alone does not secure the reduced rates. Both countries have also applied the multilateral instrument’s principal purpose test to this treaty since 2024: a benefit is denied where obtaining it was one of the principal purposes of an arrangement. A subsidiary with real staff, premises and functions in Yerevan is the best evidence against that challenge. The treaty’s original entry-into-force date is stated differently in Armenian and Indian official sources. Our page on treaty benefits for foreign investors covers the framework, and dieses Stück covers the wider India–Armenia business relationship.

Compliance-Kalender für das erste Jahr

Häufig gestellte Fragen

Order of work for the first 60 days

1. Indian board resolution; brief the authorised-dealer bank on the overseas investment.
2. Apostille and notarised Armenian translation of the parent’s register extract and constitutional documents.
3. File the LLC; registration within 2 working days.
4. Elect the tax regime within 20 days; open the bank account.
5. Beneficial-ownership filing within 40 days.
6. Sign the intercompany services agreement and the IP assignment from subsidiary to parent before the first invoice.
7. Decide the director’s residence basis against the post-November rules.

Letzte Aktualisierung: 10. Oktober 2026