Draft amendments to the Civil Code of the Republic of Armenia, as well as to the Laws of the Republic of Armenia “On Limited Liability Companies” and “On Joint Stock Companies” have been circulated. These proposed amendments are significant for companies planning or undergoing reorganization in Armenia.

Key Amendment Proposed by the draft

In cases of a merger, consolidation, or spin-off, the delivery statement and the spin-off balance sheet shall also contain provisions on:

• any changes in the type, composition, value of the property of the reorganized legal entity; and
• the procedure for determining legal succession in connection with arising, modification, or termination of rights and obligations

for the period from the date of drawing up the delivery statement or spin-off balance sheet until the time of being deemed reorganized.

This amendment aims to clarify the legal relations that may arise between the preparation of delivery statement or spin-off balance sheet and the final closing of the reorganization process. It is designed to reduce legal uncertainty for all parties involved.

The proposed amendments are intended to apply to the delivery statement and spin-off balance sheets approved after the law takes effect.

Business Advice

Corporations that are undergoing or planning to undergo a reorganization are advised to assess how these new rules on succession may affect their reorganization processes. Accurate documentation, legal analysis and timely professional advice are essential to ensuring smooth and compliant reorganization.