LEGAL UPDATE
May 2025
PART I. HEALTH SECTOR
1. On establishing the procedure for implementing a process that ensures continuous
comprehensive assessment and improvement of the three main components of medical care and
service at the intra-organizational (within a medical institution) level in the healthcare sector:
structure, process and outcome.
PART II: PRIVATE SECTOR
1. On making amendments to the Law "On state registration of legal entities, state registration of
separated subdivisions of legal entities, institutions and individual entrepreneurs".
2. On making an amendment to the Civil Code regarding the termination of an obligation secured
by collateral.
3. Legislative initiative to amend the Civil Code regarding convertible loans.
4. Legislative initiative to amend the Law on Limited Liability Companies regarding
convertible debt.
5. Legislative initiative to amend the Law on Joint Stock Companies regarding
convertible loans.
6. Cryptoassets law.
PART III. CUSTOMS SECTOR
1. On amending and supplementing the decision on imposing a temporary ban on the
transportation of a number of goods from the Republic of Armenia to the member states of the
Eurasian Economic Union and on their export to third countries.
PART VI. TAX SECTOR
1. Legislative initiative on amending the Tax Code of the Republic of Armenia regarding
convertible loans.
PART I. HEALTH SECTOR
(This section of legal updates includes legal updates related to the healthcare sector for the month of May 2025)
1. On establishing the procedure for implementing a process that ensures continuous comprehensive assessment and improvement of the three main components of medical care and service at the intra-organizational (within a medical institution) level in the healthcare sector: structure, process and outcome.
Name of the legislative act
Order No. 46-N on establishing the procedure for implementing a process ensuring continuous comprehensive assessment and improvement of the three main components of medical care and service at the intra-organizational (within a medical institution) level in the healthcare sector: structure, process and outcome
Change Status:
This Order entered into force on May 21, 2025.
What the amendments concern:
The adoption of the decree envisages establishing the procedure for implementing a comprehensive assessment and continuous improvement process for the three main components of medical care and service at the intra- organizational (within a medical institution) level in the healthcare sector, in accordance with the appendix. From now on, self-assessment is defined as:
1) Organizations providing medical care and services in hospital and outpatient settings in the city of Yerevan shall, until August 1, 2025:
2) Organizations providing medical care and services in hospital and outpatient settings in the regions of the Republic of Armenia shall, until September 1, 2025:
3) Organizations providing medical care and services only in outpatient conditions in the city of Yerevan shall implement until November 30, 2025:
4) Organizations providing medical care and services only in outpatient settings in the regions of the Republic of Armenia shall conduct self-assessment by August 1, 2026.
Based on Article 2, Part 1, Paragraph 27 of the Law "On Medical Assistance and Services to the Population":
I ORDER
1. To define the procedure for implementing a process that ensures the continuous comprehensive assessment and improvement of the three main components of medical care and service: structure, process, and outcome, at the intra-organizational (within a medical institution) level in the healthcare sector, in accordance with the appendix.
2. This order shall enter into force on the day following its official publication.
3. The self-assessment defined in the appendix to this order:
1) Organizations providing medical care and services in hospital and outpatient settings in the city of Yerevan shall, until August 1, 2025:
2) Organizations providing medical care and services in hospital and outpatient settings in the regions of the Republic of Armenia shall, until September 1, 2025:
3) Organizations providing medical care and services only in outpatient conditions in the city of Yerevan shall implement until November 30, 2025:
4) Organizations providing medical care and services only in outpatient settings in the regions of the Republic of Armenia shall conduct self-assessment by August 1, 2026.
4. The provisions of paragraph 6 of the procedure set out in the appendix to this order shall apply to the organizations set out in paragraph 3 of this order after the expiry of the specified periods.
PART II: PRIVATE SECTOR
(This section of legal updates includes legal updates related to the private sector for the month of May 2025)
1. On making amendments to the Law "On state registration of legal entities, state registration
of separated subdivisions of legal entities, institutions and individual entrepreneurs"
Name of the legislative act:
On making amendments to the Law "On State Registration of Legal Entities, State Registration of Separated Subdivisions, Institutions and Individual Entrepreneurs of Legal Entities" HO-84-N
https://www.arlis.am/documentview.aspx?docid=206617
Change Status:
This Law entered into force on May 8, 2025.
Which legislative act was amended by the adoption of the above-mentioned act:
With the adoption of this legislative act, a change was made to the Law HO-374-N on Amending the Law "On State Registration of Legal Entities, Separated Subdivisions, Institutions and Individual Entrepreneurs".
What do the changes concern?
The amendment specifically relates to the grounds for terminating the pledgee's pledge rights over pledged property owned by other persons in order to secure the fulfillment of obligations of individual entrepreneurs or legal entities that have not received state registration or registration.
Moreover, the transitional provision of the Law stipulates that this Law shall cease to be in force after the realization of the pledge rights of the pledgees in the cases specified in Part 6 of Article 3 of the Law "On Amendments to the Law on State Registration of Legal Entities, Separated Subdivisions, Institutions and Individual Entrepreneurs of Legal Entities" of November 22, 2023..
Article 3 of the Law "On Amendments to the Law on State Registration of Legal Entities, Separated Subdivisions of Legal Entities, Institutions and Individual Entrepreneurs" of November 22, 2023, shall be supplemented with the following part 6:
The pledgee's rights to pledge property owned by other persons for the purpose of securing the fulfillment of obligations of individual entrepreneurs or legal entities that have not received state registration or registration as provided for in Part 4 of this Article shall not terminate, except in cases where: 1) the financial losses of the pledgee arising from the obligations specified in this part (including obligations assigned to the Government based on transactions for the transfer of monetary claims (property rights)) have been fully or partially recovered (compensated) in any way in the manner and amount agreed upon with the pledgee, or 2) the subject of the pledge is the property or property right pledged for the purpose of constructing an apartment building or a subdivided building.
2. On making an amendment to the Civil Code regarding the termination of an obligation secured
by collateral
Name of the legislative act
Law HO-83-N on Amendments to the Civil Code
https://www.arlis.am/documentview.aspx?docid=206621
Change status:
This law entered into force on May 8, 2025.
Which legislative act was amended by the adoption of the above-mentioned act:
The adoption of the legislative act has brought about a change in the Civil Code of the Republic of Armenia.
What do the changes concern?
As a result of the amendment, the law loses its force after the realization of the pledge rights of pledgees in the cases specified in Part 6 of Article 3 of the Law "On Amendments to the Law "On State Registration of Legal Entities, Separated Subdivisions, Institutions and Individual Entrepreneurs" of November 22, 2023 HO-374-N. In particular, this Law shall cease to be valid after the realization of the pledge rights of pledgees in the cases specified in Part 6 of Article 3 of the Law "On Amendments to the Law "On State Registration of Legal Entities, Separated Subdivisions, Institutions and Individual Entrepreneurs" of November 22, 2023 HO-374-N.
In Article 247, Part 1, Point 1 of the Civil Code of the Republic of Armenia, after the words “terminating the obligation secured by collateral”, add the words “, except for the cases specified in Part 6 of Article 3 of the Law “On Amendments to the Law “On State Registration of Legal Entities, Separated Subdivisions, Institutions and Individual Entrepreneurs”” HO-374-N of November 22, 2023”.
Old version.
1. The pledge shall terminate:
1) terminating the obligation secured by the pledge 2) at the request of the pledgor , on the grounds provided for in paragraph 3 of Article 237 of this Code;
3) in the event of the destruction of the pledged property or the termination of the pledged right, if the pledgor has not exercised the right provided for in paragraph 2 of Article 240 of this Code;
4) in the event that the pledged property is realized (sold) in accordance with the procedure prescribed by law, unless otherwise provided by law.
2. In the event of termination of the pledge as a result of the performance of the obligation secured by the pledge or at the request of the pledger (Article 237, Paragraph
3), the pledgee, in whose possession the pledged property was located, shall be obliged to immediately return it to the pledger.
New version.
1. The pledge shall terminate:
1) terminating the obligation secured by collateral, except for the cases specified in Part 6 of Article 3 of the Law "On Amendments to the Law "On State Registration of Legal Entities, Separated Subdivisions, Institutions and Individual Entrepreneurs" of November 22, 2023 HO-374-N;
2) at the request of the pledgor, on the grounds provided for in paragraph 3 of Article 237 of this Code;
3) in the event of the destruction of the pledged property or the termination of the pledged right, if the pledgor has not exercised the right provided for in paragraph 2 of Article 240 of this Code;
4) in the event that the pledged property is realized (sold) in accordance with the procedure prescribed by law, unless otherwise provided by law.
2. In the event of termination of the pledge as a result of the performance of the obligation secured by the pledge or at the request of the pledger (Article 237, Paragraph
3), the pledgee, in whose possession the pledged property was located, shall be obliged to immediately return it to the pledger.
3. Legislative initiative to amend the Civil Code regarding convertible loans
Name of the legislative act:
On making amendments to the Civil Code of the Republic of Armenia
http://www.parliament.a m /legislation.php?sel=show&ID=9722&lang=arm
Change Status:
This law was adopted by the National Assembly on May 12, 2025.
Which legislative act was amended by the adoption of the above-mentioned act:
The adoption of the legislative act has brought about a change in the Civil Code of the Republic of Armenia.
What do the changes concern?
According to the Legislative Initiative, it is planned to make an amendment to the Civil Code of the Republic of Armenia, hereinafter adding the concept of convertible loan, providing that a loan agreement, according to which the borrower is a joint-stock or limited liability company, may provide that instead of the obligation to return the loan amount or part thereof and (or) pay interest or a part thereof, in the cases and under the conditions specified in the loan agreement, the borrower is obliged to allocate shares of the quantity, type and class determined by the agreement in favor of the lender or provide shares (convertible loan agreement). It is expected that the adoption of the initiative will create additional tools for investing in companies operating in Armenia, especially in the information technology sector.
In Part 3 of Article 98 of the Civil Code of the Republic of Armenia of May 5, 1998 (hereinafter referred to as the Code), after the word “by set-off”, add the words “except for Article 886.2 of this Code or other cases prescribed by law”.
Article 98. Authorized capital of a limited liability company
Old version.
3. It is not permitted to exempt a participant in a limited liability company from the obligation to contribute to the company's authorized capital, including by offsetting claims against the company.
New version.
3. It is not permitted to exempt a participant in a limited liability company from the obligation to make a contribution to the company's authorized capital, including by offsetting claims against the company, except in cases prescribed by Article 886.2 of this Code or other cases prescribed by law.
The Code shall be supplemented with the following content in Article 886.2:
Article 886.2. Convertible loan
1. A loan agreement, under which the borrower is a joint-stock or limited liability company, may provide that instead of the obligation to repay the loan amount or part thereof and (or) to pay interest or part thereof, the borrower shall, in the cases and under the conditions specified in the loan agreement, allocate shares of the quantity, type and class determined in accordance with the procedure specified in the agreement or provide shares (convertible loan agreement).
2. The possibility of converting shares or interests in a convertible loan agreement is established at the time of signing the agreement.
3. Financial organizations specified in Part 1 of Article 39.1 of the Law of the Republic of Armenia “On the Central Bank of the Republic of Armenia” may conclude convertible loan agreements in cases, under the procedure and under the conditions specified by the laws regulating the activities of financial organizations or by the regulatory legal acts of the Central Bank of the Republic of Armenia.
4. The procedure for issuing and placing shares of a joint-stock company in execution of a convertible loan agreement is established by the Law of the Republic of Armenia "On Joint-Stock Companies".
5. The procedure for increasing the authorized capital of a limited liability company in execution of a convertible loan agreement is established by the Law of the Republic of Armenia "On Limited Liability Companies".
6. In the case of a convertible loan provided in a foreign currency, monetary investments in the authorized capital of the borrowing company are considered to be made in drams of the Republic of Armenia at the average exchange rate formed in the currency markets published by the Central Bank of the Republic of Armenia on the day the request for conversion (in the case of a limited liability company, the application) is received (or deemed to be received) by the borrowing company. The convertible loan agreement provided in a foreign currency also stipulates that on the day the request for conversion (in the case of a limited liability company, the application) is received (or deemed to be received) by the borrowing company, the loan is renewed and replaced by a dram loan, within the framework of which the loan amount is converted into drams of the Republic of Armenia at the average exchange rate formed in the currency markets published by the Central Bank of the Republic of Armenia for the same day.
4. Legislative initiative to amend the Law on Limited Liability Companies regarding convertible debt
Name of the legislative act:
Legislative initiative to amend the Law on Limited Liability Companies regarding convertible debt
http://www.parliament.am/legislation.php?sel = show&ID=9723&lang=arm
Change Status:
This law was adopted by the National Assembly on May 12, 2025.
Which legislative act was amended by the adoption of the above-mentioned act:
The adoption of the legislative act has brought about a change in the Law on Limited Liability Companies.
What do the changes concern?
According to the Legislative Initiative, it is planned to make an amendment to the Law on Limited Liability Companies, hereinafter adding the legal provisions on convertible loans, providing for changes in the provisions on the procedure for making deposits in the authorized capital of the Company , adding new content to the provisions on the procedure for increasing the authorized capital of the Company in execution of the convertible loan agreement , as well as making an amendment to the legal provisions on the interest in concluding a company transaction.
Article 30 of the Law HO-252 of October 24, 2001 "On Limited Liability Companies" (hereinafter referred to as the Law) shall be amended as follows:
Article 30. Contribution to the authorized capital of the company
1. Each founder of the company is obliged to fully invest his contribution in the company's authorized capital within the period specified in the founding agreement, which cannot exceed one year from the date of state registration of the company. The nominal value of each founder's contribution must not be less than the nominal value of his share.
2. It is not permitted to exempt the founder from the obligation to make a deposit, including by offsetting his claims against the company. The requirements of this part do not apply to cases of conversion of shares based on a convertible loan agreement.
To supplement the law with the following content in
Article 33.1: Article 33.1. Procedure for increasing the authorized capital of a company in execution of a convertible loan agreement
1. The general meeting may, by unanimous decision of all participants of the company, adopt a decision to conclude a convertible loan agreement (under which the company is a borrower, including in the case when such a transaction is a major transaction) as defined in Article 886.2 of the Civil Code of the Republic of Armenia. The decision to make amendments to the convertible loan agreement concluded by the company (under which the company is a borrower) shall be made by the general meeting by unanimous decision of all participants of the company.
2. In execution of a convertible loan agreement (whereby the company is the borrower), the increase in the company's authorized capital shall take place by decision of the general meeting of the company's participants.
3. In execution of the convertible loan agreement (where the company is the borrower), the lender shall submit an application to the company's executive body within the period specified in the agreement: in the case of a lender who is a participant in the company, on increasing the company's authorized capital, on increasing the nominal value of its share by that amount based on the lender's investment of an additional deposit in the amount specified in the convertible loan, and on approving the results of the investment of deposits by conversion and on approving amendments to the company's charter, and in the case of a lender who is not a participant in the company, on admitting it to the company, on increasing the company's authorized capital and on granting it a share based on the lender's investment of a deposit in the amount specified in the convertible loan (confirming the results of the investment of deposits by conversion) and on approving amendments to the company's charter. If the convertible loan agreement stipulates that the conversion is conditional on achieving the conditions specified in the agreement, then the application specified in this part must contain the justification for achieving these conditions. The convertible loan agreement may stipulate that the application referred to in this part shall be deemed received upon the fulfillment of the conditions specified in the agreement.
4. In the execution of a convertible loan agreement (where the company is the borrower), the company shall be obliged to make the relevant decisions specified in Part 3 of this Article within 60 days after the application specified in Part 3 of this Article is received by the company's executive body (in the case specified in the agreement, deemed to have been received), and if the convertible loan agreement provides that the conversion is conditional on the achievement of the conditions specified in the agreement, then after those conditions are achieved and the application specified in Part 3 of this Article is received by the company's executive body (in the case specified in the agreement, deemed to have been received).
5. In the cases specified in this Article, the additional deposit of the participant, and in the case of a lender who is not a participant in the company, the deposit shall be considered paid in full at the time of making the relevant decisions specified in Part 3 of this Article.
6. The company may not enter into a convertible loan agreement with a lender who is not a member of the company if the company's charter prohibits the increase in the company's authorized capital at the expense of third party deposits.
In Part 2 of Article 47 of the Law, after the words “by a majority of the total number of votes”, add the words “, except for a convertible loan agreement (where the company is the borrower) constituting a transaction defined by this Article, the decision on the execution of which is adopted by the general meeting by the unanimity of the participants of the company not interested in the execution of the transaction”.
Article 47. Interest in concluding a company transaction
Old version.
2. The decision on the execution of a transaction by
the company, in the execution of which there is an
interest, is adopted by the general meeting by a
majority of the total number of votes of the company's participants not interested in the execution of the transaction.
New version.
2. The decision on the execution of a transaction by the company, in the execution of which there is an interest, is adopted by the general meeting by a majority of the total number of votes of the participants not interested in the execution of the company's transaction, with the exception of a convertible loan agreement (in which the company is a borrower), which is a transaction defined by this Article, the decision on the execution of which is adopted by the general meeting by unanimity of the participants not interested in the execution of the company's transaction.
5. Legislative initiative to amend the Law on Joint Stock Companies regarding convertible loans
Name of the legislative act:
On Amendments and Supplements to the Law "On Joint Stock Companies"
http://www.p a rliament.am/legislation.php?sel=show&ID=9724&lang=arm
Change Status:
This law was adopted by the National Assembly on May 12, 2025.
Which legislative act was amended by the adoption of the above-mentioned act:՝
The adoption of the legislative act amended the Law on Joint Stock Companies.
What do the changes concern?
According to the Legislative Initiative, it is planned to make an amendment to the Law on Joint Stock Companies , hereinafter adding legal provisions on convertible loans, providing for the procedure for the issuance and placement of shares of the Company in execution of the convertible loan agreement, relevant amendments to the legal provisions on the price of the Company's shares to be placed , as well as relevant amendments to the relevant provisions of the law.
To supplement the Law HO-232 of September 25, 2001 " On Joint Stock Companies" (hereinafter referred to as the Law) with the following content: Article 35.1:
Article 35.1. Procedure for the issuance and placement of shares of the Company in execution of the convertible loan agreement
1. The Company may enter into a convertible loan agreement as defined in Article 886.
2 of the Civil Code of the Republic of Armenia. 2. The decision to conclude a convertible loan agreement (whereby the Company is the borrower) is adopted by the meeting with the unanimous consent of all owners of the Company's voting shares.
3. The Company's charter may stipulate that the decision to conclude a convertible loan agreement (whereby the Company is the borrower) shall be adopted by the meeting by at least 3/4 of the votes of all owners of the Company's voting shares.
4. If the meeting has made a decision to conclude a convertible loan agreement in accordance with the procedure established by Part 3 of this Article, the shareholder who voted against that decision has the right of preference established by Article 47 of this Law. Moreover, in case of exercising the right of preference, the Company shall compensate only the lender for the losses, being exempted from fulfilling the obligation in kind.
5. In execution of the convertible loan agreement (where the Company is the borrower), the lender shall submit a written request for conversion to the executive body of the Company within the period specified in the agreement. If the convertible loan agreement provides that the conversion is conditional upon the fulfillment of the conditions specified in the agreement, the written request for conversion shall contain the justification for the fulfillment of these conditions. The convertible loan agreement may stipulate that the request specified in this part shall be considered submitted upon the fulfillment of the conditions specified in the agreement.
6. In execution of the convertible loan agreement (where the Company is the borrower), upon receipt of the requirement specified in Part 2 of this Article by the Company's executive body (in the case specified in the agreement, deemed to have been received), and if the convertible loan agreement provides that the conversion is conditioned by the achievement of the conditions specified in the agreement, then after those conditions are achieved and the requirement specified in Part 2 of this Article is received by the Company's executive body (in the case specified in the agreement, deemed to have been received), within a 60-day period, the Company shall be obliged to issue and allocate shares of the type, class and quantity specified in accordance with the convertible loan agreement in favor of the lender.
7. In the event of the issuance of shares and their placement in favor of the lender in execution of a convertible loan agreement (where the Company is the borrower), the preemptive right of other shareholders of the Company or the Company to acquire shares shall not apply, except for the cases specified in Part 4 of this Article.
8. In execution of the convertible loan agreement (whereby the Company is the borrower ), shares are issued within the limits of the declared number of shares and nominal value (if any) specified in the Company's charter.
9. Shares issued pursuant to a convertible loan agreement (under which the Company is the borrower ) are considered paid for at the time of their allocation.
To supplement Part 5 of Article 42 of the Law with the following second sentence: "The requirements of this part shall not apply to cases of conversion of shares based on a convertible loan agreement . "
Article 42. Payment for shares and other securities of the company
Old version.
5. It is not permitted to exempt a shareholder from the obligation to pay for the Company's shares, including by offsetting claims against the Company, with the exception of shares provided to employees under the charter or an employee share ownership plan, as provided for in Article 41 of this Law.
New version.
5. It is not permitted to exempt a shareholder from the obligation to pay for the Company's shares, including by offsetting claims against the Company, except for shares provided to employees by the charter or under an employee share purchase plan as provided for in Article 41 of this Law. The requirements of this part do not apply to cases of conversion of shares based on a convertible loan agreement.
The coefficients for calculating the state duty set forth in this part shall be applied if, as of January 1 of the given year, a gaming regulation operator has not been established in accordance with the procedure established by the Law on Regulation of Gaming Activities. In the event that, as of January 1 of the given year, a gaming regulation operator has been established in accordance with the procedure established by the Law on Regulation of Gaming Activities, the coefficient for calculating the state duty shall be the coefficient set forth in this part for the year covering the date of establishment of the gaming regulation operator in accordance with the procedure established by the Law on Regulation of Gaming Activities.
6. Cryptoassets laws
Name of the legislative act:
Cryptoassets Law
http://www.parliament.am/draftreading_docs8/K-1019_DR2.pdf
Change status:
This law was adopted by the National Assembly in second reading on May 29, 2025.
What the changes are about:
The National Assembly has adopted the Main Law on Cryptoassets in the second reading, the main goals of which are to protect the rights and legitimate interests of customers and cryptoasset purchasers in the cryptoasset market of the Republic of Armenia, ensure fair and transparent operation of the cryptoasset market, and reduce systemic risks in the cryptoasset market. The Law regulates the relations arising from the implementation of activities in the cryptoasset market of the Republic of Armenia and defines the procedure for the public offering and sale of cryptoassets, the types of cryptoasset services (hereinafter also referred to as cryptoasset services), as well as the procedure for their respective provision and implementation, the powers and obligations of the Central Bank of the Republic of Armenia (hereinafter referred to as the Central Bank) in the field of regulation and supervision of the cryptoasset market, and liability for violation of the requirements of this Law, regulatory legal acts adopted on its basis, and other legal acts.
PART III. CUSTOMS SECTOR
(This section of legal updates includes legal updates related to the customs sector for May 2025)
1. On amending and supplementing the decision on imposing a temporary ban on the transportation of a number of goods from the Republic of Armenia to the member states of the Eurasian Economic Union and on their export to third countries
Name of the legislative act:
On Amendments and Supplements to the Decision of the Government of the Republic of Armenia No. 1755 of November 7, 2024
https://www.arlis.am/DocumentView.aspx?docid=206922
Change Status:
This Law entered into force on May 17, 2025.
Which legislative act was amended by the adoption of the above-mentioned act:
With the adoption of the legislative act, an amendment was made to the Decision "On the application of a temporary ban on the transportation of a number of goods from the Republic of Armenia to the member states of the Eurasian Economic Union and on their export to third countries" N 1755
What do the changes concern?
The decision specifically concerns those goods that are not subject to the temporary ban on transportation to the member states of the Eurasian Economic Union and export to third countries, in particular, goods registered under the customs procedures "Temporary import", "Processing in the customs territory" and subsequently re-exported, goods transferred to the Republic of Armenia from the member states of the Eurasian Economic Union for temporary use on the basis of a contract and subject to subsequent return, goods transferred to the Republic of Armenia from the member states of the Eurasian Economic Union approved by point 1 of this decision, which, due to non-fulfillment of the terms of the transportation (supply) transaction (including quality, warranty conditions), are returned from the Republic of Armenia for repair (or replacement) within the framework of the transaction, on the condition of its return, and goods specified in sub-point 3 of point 1 of this decision, exported under the customs procedures "Temporary export" and "Processing outside the customs territory" and subsequently imported, and the FTZ code 7308: On stage structures made of ferrous metal classified under code 7308 40 exported under the "Temporary Export" procedure and subsequently imported, unused metal structures made of ferrous metal classified under code 7308 90 of the Customs Union, as well as on products produced in the Republic of Armenia classified under the Customs Union codes specified in point 1 of this decision (except for products classified under codes 7201, 7204 of the Customs Union codes, used rails from code 7302, used tiles and used grinding balls from codes 7325 and 7326, used cast iron radiators from code 7322 and products classified under the Customs Union codes specified in subparagraphs 2 and 3 of point 1 of this decision).
11. To make the following amendment and supplement to the Resolution of the Government of the Republic of Armenia dated November 7, 2024 “On the application of a temporary ban on the transportation of a number of goods from the Republic of Armenia to the member states of the Eurasian Economic Union and the export to third countries” N 1755-N (hereinafter referred to as the Resolution): 1) Sub-paragraph 1 of paragraph 2 of the decision shall be amended as follows: "1) On goods registered under the customs procedures "Temporary import", "Processing in the customs territory" and subsequently re-exported, transported to the Republic of Armenia from the member states of the Eurasian Economic Union for temporary use on the basis of a contract and subject to subsequent return, transported to the Republic of Armenia from the member states of the Eurasian Economic Union, approved by point 1 of this decision, which due to non-fulfillment of the terms of the transportation (supply) transaction (including quality, warranty conditions) are returned from the Republic of Armenia for repair (or replacement) within the framework of the transaction, on the condition of returning it, and on goods specified in sub-point 3 of point 1 of this decision, exported under the customs procedures "Temporary export" and "Processing outside the customs territory" and subsequently imported, and on stage structures made of ferrous metal classified under the code 7308 of the Customs Union Customs Code, exported under the "Temporary export" procedure and subsequently imported, unused metal structures made of ferrous metal classified under the CCT code 7308 90, as well as goods produced in the Republic of Armenia classified under the CCT codes specified in point 1 of this decision (except for goods classified under the CCT codes 7201, 7204, used rails from code 7302, used tiles and used grinding balls from codes 7325 and 7326, used cast iron radiators from code 7322 and goods classified under the CCT codes specified in subparagraphs 2 and 3 of point 1 of this decision). 2) to supplement the decision with a new paragraph 2.1 with the following content: "2.1 To allow the transportation to the countries of the Eurasian Economic Union or export to third countries of scrap or waste from alloys containing copper, iron and nickel (5% or more) classified under the EEC code 7404 00 990 0, as well as up to 3 tons of scrap or waste of zirconium classified under the EEC code 8109 39 000 0. ""
PART VI. TAX SECTOR
(This section of legal updates includes legal updates related to the tax sector for May 2025)
1. Legislative initiative on amending the Tax Code of the Republic of Armenia regarding convertible loans
Name of the legislative act :
On Amendments to the Tax Code of the Republic of Armenia
http://www.parliament.am/legislation.php?sel=show&ID=9725&lang=arm
Change status :
This law was adopted by the National Assembly on May 12, 2025.
Which legislative act was amended by the adoption of the above-mentioned act:
A change has been made to the Tax Code of the Republic of Armenia with the adoption of a legislative act
What do the changes concern?
According to the Legislative Initiative, it is planned to amend the Tax Code , henceforth adding legal provisions on convertible loans, amending the legal provisions on the peculiarities of accounting for individual types of income , legal provisions on methods of accounting for objects subject to income tax, as well as legal provisions on income tax rates.
To supplement Part 3 of Article 109 of the Tax Code of the Republic of Armenia of October 4, 2016 (hereinafter referred to as the Code) with the following paragraph 6:
Article 109. Peculiarities of accounting for individual types of income
3. Within the framework of the application of the accrual method of accounting, as defined in Part 1 of Article 15 of the Code, the right to receive income is considered acquired if the corresponding amount is subject to unconditional payment (reimbursement) to the profit tax payer (except for a non-resident profit tax payer carrying out activities in the Republic of Armenia without a permanent establishment), or the profit tax payer (except for a non-resident profit tax payer carrying out activities in the Republic of Armenia without a permanent establishment) has fulfilled the obligations arising from the transaction or contract, even if the moment of satisfaction of that right has been postponed, or the payments are made in installments. In particular:
6) In the event of the conversion of a share or a share, interest payable under a convertible loan agreement shall be deemed paid at the time of conversion.
In Article 142, Part 1, Clause 2 of the Code, after the word “by method”, add the words “, moreover, in the event of the conversion of a share or a stake, the interest payable on the basis of a convertible loan agreement shall be considered paid at the time of conversion”.
Article 142. Methods of accounting for the object of taxation under income tax
Old version.
1. For the purposes of this section, the accounting of the object of taxation for income tax shall be carried out (tax calculation shall be carried out): 2) with respect to passive income, by the cash method of accounting;
New version.
1. For the purposes of this section, the accounting of the taxable object for income tax shall be carried out (tax calculation shall be carried out): 2) in respect of passive income, by the cash method of accounting , moreover, the interest payable on the basis of a convertible loan agreement in the event of the conversion of a share or a share shall be considered paid at the time of conversion.
Article 150 of the Code shall be supplemented with the following part
14.2: Article 150. Income tax rates
14.2. For the purposes of applying Parts 14 and 14.1 of this Article, if the interest payable on the basis of a convertible loan agreement of individual entrepreneurs and natural persons who are not notaries is converted into a share or a share before the expiration of 12 months following the tax year in which the right to receive the interest was acquired, then the interest shall be considered paid at the time of conversion, and if the interest payable on the basis of a convertible loan agreement is converted into a share or a share after the expiration of 12 months following the tax year in which the right to receive the interest was acquired, then the interest shall be considered paid before the expiration of 12 months following the tax year in which the right to receive the interest was acquired.