Changes that require registration
| Change | Usually required |
|---|---|
| Manager | Participant/meeting resolution, new manager details, application |
| Registered address | Participant resolution and new address details |
| Participants or shares | Corporate resolution, transfer ground, party details |
| Name | Resolution, name check, charter amendment, and applicable duty |
| Charter capital | Resolution, recalculated shares, evidence, and charter update where needed |
| Charter | Resolution and amendments or a new version |
Process before filing
- 1. Capture the current position
Obtain the current extract and charter; verify participants, shares, manager, address, and restrictions. Do not draft from old records.
- 2. Identify the legal ground
A manager or address normally needs a participant resolution; a share change also needs a sale, gift, inheritance, or other transfer instrument.
- 3. Check the charter
Follow quorum, voting, competence, transfer restrictions, and any requirement for a new charter version.
- 4. Sequence simultaneous changes
If participant, manager, address, and charter change together, determine who can approve and sign each successive document.
- 5. Prepare the filing
Test signatures, authority, translations, notarisation, apostille, or legalisation for the actual documents used.
File and quality controls
- sole-participant resolution or meeting minutes with date, agenda, and vote
- share-transfer agreement or other ground where relevant
- new manager, participant, or address details matching identity documents
- charter amendments or a new version when its content changes
- representative power of attorney and identity document
- state-duty receipt where applicable; the portal states no duty for a manager change and indicates AMD 5,000–10,000 for a name or charter change
Three scenarios
The resolution fixes the end and start dates and who signs the filing and handover. After registration, bank rights and electronic signatures are changed.
Before signing, review the charter, size and payment status of the share, restrictions, and instrument form. Recalculate all participant percentages to a consistent total.
The resolution covers both changes and the new charter contains the new address where the address is stated in it. Templates, website, and contracts follow after registration.
The second round after registration
| System | Action |
|---|---|
| Register | Obtain the new extract and inspect every field |
| Bank | Update KYC, beneficial owners, signatories, signature cards, and online roles |
| Tax and accounting | Check portal data, e-invoicing, cash register, accounting system, and authorities |
| Contracts | Give notices where contracts require them and update details and authority |
| Licences and people | Update permits, employment records, signatures, and internal policies |
| Public data | Website, invoices, proposals, seals, and templates |
Tax and residence do not update automatically
A share transfer may have tax consequences for seller, buyer, or company; a payment to a participant and a capital change are not the same transaction. Analyse them before settlement.
Changing a participant or manager does not transfer bank rights, e-signatures, licences, or immigration status. If an applicant relied on an LLC role for residence, assess the changed role separately.
Common mistakes
- resolving from an outdated extract
- not reconciling the final share percentages
- choosing authority dates that leave no valid signatory
- using a foreign document without required translation or authentication
- registering the change but forgetting bank, tax, licences, and contracts
- assuming registration proves there are no tax or contractual effects
Official sources
Links and current versions checked: 23.09.2026