Redomiciliation of Foreign Companies to Armenia: A Legal Pathway for Seamless Business Continuity

The Republic of Armenia has established itself as a business-friendly jurisdiction, offering various incentives for foreign investors and companies. One such legal mechanism is redomiciliation, a process that allows foreign companies to relocate their place of incorporation to Armenia while preserving their legal identity, operational history, and business relationships.

Understanding Redomiciliation

Redomiciliation is the legal transfer of a company’s domicile from one country to another, enabling the company to maintain:

• its corporate legal status and historical continuity,
• existing banking arrangements,
• contractual obligations and counterparties.

In Armenia, this process is formalized by the issuance of a Certificate of Continuity by the state registration authority. Redomiciliation provides a practical solution for companies seeking relocation due to strategic, tax, or regulatory considerations, without undergoing full liquidation or re-incorporation.

Eligible Entities and Legal Prerequisites

Both commercial and, in specific instances, non-commercial entities may redomicile into Armenia, provided that:

• Their charter does not prohibit redomiciliation, and
• The governing body authorized by the entity’s personal law adopts a resolution approving the move.

To be eligible, the foreign legal entity must:

• Adopt a charter that complies fully with the Civil Code of the Republic of Armenia and other applicable legislation;
• Terminate its legal registration in its home country or officially register the fact of redomiciliation there.

Upon recognition, the company’s legal seat is deemed transferred to Armenia.

Legal Limitations and Exclusions

It is important to note that not every foreign entity may be redomiciled under Armenian jurisdiction. The Law on State Registration of Legal Entities stipulates that redomiciliation cannot be carried out by an organization that:

• Has selected an organizational-legal form that is not recognized under the Civil Code of the Republic of Armenia, or
• Seeks to adopt a legal form for the transition that is not permitted under Armenian law.

This means that the eligibility of a company for redomiciliation depends on whether Armenian law supports the organizational structure it seeks to retain. Therefore, any company considering redomiciliation should carefully assess whether its legal form and governance model are compatible with Armenian legislation.

Step-by-Step Registration Process

The redomiciliation procedure begins with the preliminary registration of the foreign entity with the Armenian state registration authority. The following documents must be submitted:

1. Preliminary application, including:

• Current and proposed company name;
• Main type of business activity;
• Jurisdiction of initial incorporation;
• Intended organizational-legal form under Armenian law.

2. Resolution or minutes of the competent body approving:

• Redomiciliation to Armenia;
• Adoption of a new legal form;
• Use of a specified company name in Armenia;
• Approval of the Armenian-compliant charter.

3. Extract from the commercial register or equivalent document of the foreign jurisdiction confirming legal status.

4. Information about the executive head of the company (passport, contact details).

5. Proof of state duty payment.

6. Two copies of the Armenian charter.

7. Participant information, including:

• For Armenian legal entities: name and registration number;
• For foreign legal entities: commercial extract and founding documents;
• For individuals: copy of passport or ID.

8. A copy of the current (pre-redomiciliation) charter.

Finalization and Legal Effect

Upon acceptance of these documents, the registering authority issues:

• An Extract from the State Register, and
• A Certificate of Preliminary Continuity.

The foreign entity must then submit a duly legalized and translated document from the former jurisdiction confirming either:

• Termination of its registration there, or
• The registration of its redomiciliation.

Following submission, the Armenian authority finalizes the redomiciliation and issues a Certificate of Continuity, formally recognizing the company's transfer into Armenia.

The company is deemed officially registered in Armenia from the date of preliminary registration, provided no transactions were concluded in the interim. If transactions did occur, redomiciliation takes effect on the date of recognition.

Regulatory Authority and Restrictions

The Government of the Republic of Armenia may establish a list of countries from which redomiciliation is restricted or prohibited. Companies from such jurisdictions will not be eligible to redomicile into Armenia under the current legal framework.