Եթե ​​ձեր հայկական ընկերության միակ տնօրենը հանկարծ անհասանելի է. ո՞վ կարող է ղեկավարել այն, վճարել աշխատակիցներին և օգտագործել բանկային հաշիվը։

If the only director of an Armenian LLC dies, loses legal capacity or simply cannot be reached, nobody takes over automatically: a replacement has to be elected by whoever holds the participants’ decision-making power and then registered with the State Register, which takes two working days and a state duty of AMD 10,000 (about USD 28 at the house rate of AMD 361.36 per USD, CBA rate of 19 October 2026). Until that happens, the company still exists and still owns its money, but it may have no one who can lawfully sign, pay staff or move funds.

Most Armenian subsidiaries and founder-owned LLCs have one participant who is also the only director, often living abroad. That structure works until the one person is unavailable, and then two gaps open at once: nobody can sign for the company, and nobody is clearly entitled to appoint someone who can.

Two different problems: who owns the company and who can act for it

An LLC is a legal person separate from its participants. Its bank balance, contracts, property and employees belong to the company. When a participant dies, what passes to the heirs is the participation share in the company, not the company’s accounts or assets.

The share passes to heirs under the LLC Law, subject to any charter clause requiring the consent of the remaining participants. Where the charter sets no other period, consent is treated as given if no written refusal arrives within 30 days of the request to the other participants. A person counts as a participant only from registration in the company’s participants’ register. Neither inheriting the share nor the end of the consent period makes an heir the director.

Authority to run the company sits with the executive body, usually titled general director. The director is elected by the general meeting, does not have to be a participant, and acts for the company without a power of attorney: signing contracts, representing it and concluding transactions. In a one-participant LLC, everything within the general meeting’s competence is decided by the sole participant in a written decision.

So one person often holds two separate positions. As participant, he appoints the director. As director, he signs. When he is unavailable, both positions are empty at the same moment.

What the law says when the director cannot act

No provision of Armenian law automatically installs a deputy, accountant, heir, guardian or court-selected person as director of an ordinary LLC. Forming the executive body and ending its powers early are matters for the general meeting, or for the sole participant. Calling someone “acting director” gives that person no authority unless a valid decision appointed him.

If the sole participant is alive and able to sign

This is the straightforward case. The participant signs a written decision ending the former director’s powers and electing a new one, and the change is filed with the State Register. The State Register’s checklist for a director replacement asks for:

• the application;
• the decision ending the former director’s powers and appointing the new director (or an acting director);
• the new director’s first name, surname, passport details, social card number (or the stated alternative), email, residence address and registered address;
• proof of payment of the AMD 10,000 state duty.

The checklist does not list an amended charter, the outgoing director’s resignation letter or his consent. The ordinary service takes two working days, and qualifying standard-form submissions can be registered immediately. A representative can file with a power of attorney and an identity document, and that power of attorney does not need to be notarised. The government’s Hartak service page quotes AMD 20,000 for an executive-head change; that figure bundles a charter amendment, and a director-only replacement carries AMD 10,000.

Government Decision N 1746-N supports an optional one-working-day registration for appointing a new director, for an additional AMD 30,000 (about USD 83): its exclusion covers only updates to the director’s identity-document details, not the replacement of the director. The State Register’s public service list does not yet offer that option for a director change, so confirm it with the Register before relying on a one-day turnaround; otherwise plan on two working days. The separate paid document-preparation service for an executive-head change costs AMD 10,000 and takes three working days.

If the director is ill, abroad or unreachable

Illness, unconsciousness or an unanswered phone does not change anyone’s legal status. The director remains director, and any power of attorney he granted remains in force. If he is also the sole participant and cannot sign a decision, the ordinary replacement route is blocked. No general court power to appoint an emergency director of an ordinary LLC has been identified in the LLC Law or the Civil Code, so a contingency plan should not depend on one.

If a court declares the director incapable

A court can declare incapable a person who, because of a mental disorder, cannot understand or control his actions. A guardian is then appointed, ordinarily within one month, with the guardianship authority acting in the meantime. The guardian is the person’s legal representative and concludes transactions for him, subject to the Civil Code’s approval and conflict-of-interest restrictions on dealing with the ward’s property. The guardianship authority can also place valuable property under trust management. A person of limited capacity gets a curator, whose role is consent and assistance only.

None of this makes the guardian the company’s director. The company still needs a valid corporate appointment of a new director.

If the director dies

The company continues. The notary handling the estate can conclude a trust-management agreement over estate property, including a participation share in a company; registration of trust management over a share is due within one month and carries a state duty of AMD 5,000 (about USD 14 at the house rate of AMD 361.36 per USD, CBA rate of 19 October 2026). These estate measures ordinarily run for six months, nine in specified cases. Heirs generally receive their certificate of inheritance after six months, or earlier where there are no other heirs. Heirs abroad must also accept the inheritance within the six-month period; our guides on the six-month deadline to accept an inheritance և claiming an inheritance from abroad by power of attorney cover those steps.

Who may sign the sole-participant decision appointing a new director before the heirs are registered is not settled. The Civil Code and the LLC Law provide a notarial trust-management route for the estate share, but no published provision or court decision establishes that the trust manager, or the heirs before registration, may exercise the participant’s power to appoint a director, and none of these routes confers the director’s office automatically. We are confirming the position.

If the director is missing

A court can declare a person missing after one year without information about his whereabouts at his place of residence; a special rule applies in military situations. Before the year is up, a court can appoint a manager for the missing person’s property. That manager looks after property, which can include the share; whether he can use the share to appoint a director is part of the same unsettled question as the estate trust manager.

Why an old power of attorney is not a safety net

Two kinds of document both get called “the director’s power of attorney”, and the Civil Code treats them differently.

A personal power of attorney, granted by the director as an individual, ends when he dies or when a court recognises him as incapable, of limited capacity or missing. It also ends on expiry, on revocation (which the grantor can do at any time, in notarial form if the power was notarised), on the agent’s renunciation, and on the agent’s own death or incapacity. A power of attorney can run for at most three years; if no term is stated it lasts one year, and an undated one is void.

A company power of attorney is granted on behalf of the company under its director’s signature. The company is the principal, so the signing director’s death or incapacity does not itself end it; the corporate ground for termination is the end of the company. The Court of Cassation held on 22 July 2021 (case ԱՎԴ1/0937/02/20) that a valid company power of attorney keeps its force after a change of management until the new management revokes it. The case concerned a change of director; for a death, the same result follows from the statutory rule above.

A surviving company power of attorney still has hard limits. It must be unexpired, unrevoked and wide enough for the act in question, and notarised where the transaction itself requires notarisation. It gives the agent no participant powers, so it cannot appoint a new director. It does not hand over the director’s electronic signature or banking credentials, and it does not oblige a bank to accept every instruction.

Acts done after a power of attorney has ended bind the principal and his heirs only where neither the agent nor the third party knew or should have known it had ended. Once the family or the bank knows of the death, that protection is gone. The heirs also have a duty to notify the agent and known third parties that a personal power has ended.

Payroll, tax reporting and the bank account during the gap

Աշխատավարձի

The employer is the company, and the Labor Code allows employer powers to be delegated. Wages must be paid at least monthly, by the 15th of the following month. Where the employer is at fault for a delay, the employee is owed 0.15% of the unpaid amount per day, capped at the amount due, and the director’s absence is not a listed excuse. A separate administrative fine of 25% of the unpaid wage per employee can also apply. Since 1 July 2024 organisations must generally pay wages cashlessly, so paying staff in cash while the bank account is inaccessible is not a lawful workaround.

Հարկային հաշվետվություն

The monthly tax agent report on wages is due by the 20th of the following month, and withheld income tax must be paid by the same date. Late payment accrues interest of 0.075% per day for up to 730 days; late filing draws a penalty of 5% for each 15 days, capped at the tax. An accountant can file under an authorisation on the State Revenue Committee’s power-of-attorney form (Order 243-N), and electronic filing requires authorised access in the accountant’s own right. When the authorised user changes, a new access application is needed.

An accountant may not use the director’s personal electronic signature or PIN, even with a company power of attorney: the signature is personal, and the certificate holder must keep the PIN to himself. No published State Revenue Committee procedure lets a relative, or an accountant without existing authority, take over a company’s taxpayer account on presenting a death or medical certificate; how the SRC and EKENG handle this in practice is being confirmed.

Բանկային հաշիվը

The company stays the bank’s customer. No rule closes or freezes a corporate account automatically when the director dies, and no rule keeps his signing or e-banking rights alive either. In practice, losing the only usable signatory can stop all outgoing payments. Under the anti-money-laundering law the bank must verify the identity and authority of anyone who acts for the company. The Central Bank has published no uniform workflow for a deceased or incapacitated sole signatory, so the answer depends on each bank’s own mandate terms and procedures. For opening accounts in the first place, see our guide to opening a bank account as a non-resident.

Պատրաստության ստուգաթերթիկ

Every item below has to be in place before the director becomes unavailable; none of it can be arranged afterwards by the person who is gone.

1. Authority map. List every person who can act for the company and on what basis: the director, each power of attorney (who issued it, the company or the director personally, its scope and expiry date), each bank signatory and e-banking user, and each person with SRC filing access.
2. Lawful back-up arrangements. Issue company powers of attorney to a trusted manager or accountant for payroll, tax filing and routine contracts, and diary their expiry, three years at most. Ask the bank to add a second signatory. Consider a charter clause allowing executive powers to be transferred to a contracted manager; our article on appointing an LLC manager for a founder abroad explains that route, and a subsidiary management retainer is another. A personal power of attorney from the participant can bridge a period when he is unreachable, if its wording covers participant decisions; it has no effect after death or a court finding of incapacity.
3. Named successor and ready particulars. Decide who would be appointed director and keep that person’s passport details, social card number and addresses on file, so the decision and the State Register filing can go in the same day.
4. Document custody. Keep the charter, the current register extract, the participants’ register, original powers of attorney and bank mandate documents in one place known to at least two people, one of them in Armenia.
5. Bank mandate check. Ask each bank in writing what it requires if the sole signatory dies or is incapacitated, and what a newly registered director must provide before he can operate the account.
6. Rehearsal. Once a year, have the back-up person log in with his own credentials, prepare a payroll run and a tax filing, and confirm every power of attorney is still in date.
7. Estate planning for the share. Tell the family where the documents are and how the six-month inheritance deadline works, so the share does not sit unclaimed while the company waits.

For a one-person LLC the most useful single step is a second person with lawful authority, in his own name, to sign payroll and tax filings. If you are setting up that structure or already facing the gap, our բիզնեսի գրանցում, զբաղվածության համապատասխանություն և հարկ teams handle the filings.

Հաճախակի տրվող հարցեր

Վերջին թարմացումը `հոկտեմբեր 21, 2026