Armenia has become an attractive jurisdiction for foreign entrepreneurs seeking to establish and operate businesses remotely. Foreign individuals can incorporate companies in Armenia without even being physically present in the country, provided that the necessary documentation and representation arrangements are in place.
One of the legal mechanisms facilitating this process is the power of attorney (POA), which allows authorised representative, such as a lawyer or a trusted representative in Armenia to act on their behalf without them ever needing to travel there.
Understanding the distinction between the founder’s authority, the powers of the company’s Chief Executive Officer (CEO), and the role of a representative acting under a POA is essential for ensuring a smooth registration process.
Do Foreign Founders Need a Power of Attorney to Register a Company in Armenia?
Armenia offers a relatively straightforward company registration process, with no general minimum share capital requirements, no general restrictions on foreign ownership, and registration typically completed within one to three business days, depending on the circumstances and documentation submitted.
None of this requires the foreign founder to be physically present, as the registration process can be completed entirely by a duly authorised representative in Armenia. For a broader look at the steps, documents, and timeline foreign founders face, see our guide on how to start a business in Armenia as a foreigner.
A properly drafted POA, or authorisation granted directly through the founding resolution, allows a lawyer or another representative in Armenia to:
- File company registration documents with the State Registry of Legal Entities at the Ministry of Justice.
- Sign the necessary forms and submit the founding resolution and charter on behalf of the founder or the company, as applicable.
- Obtain the company’s Tax Identification Number (TIN).
- Interact with government bodies and, where the relevant requirements are met, assist with opening a corporate bank account.
- Handle related filings, such as corporate amendments, licensing applications and apostille-related procedures.
Some firms note that in-person filing at the registry takes only about 10–15 minutes once the documents are ready. For a non-resident founder, however, a separate POA is not necessarily required. The Founder may authorise the CEO or another representative directly through the founding resolution. Alternatively, the appointed CEO, acting within the powers granted by the company’s charter and applicable legislation, may issue a POA authorising a lawyer or another person to complete the necessary formalities.
How Can a Foreign Founder Authorise a Representative in Armenia?
Under Armenian legislation, an application for company registration may be submitted by the founder, the head of the company’s executive body, or another duly authorised person.
In practice, the authority to complete the registration process may be established in two principal ways:
1. Authorisation Through the Founding Resolution
The founder may appoint the company’s CEO and expressly authorise the CEO or another designated person, including a lawyer, to complete the necessary registration formalities directly through the founding resolution.
Such authorisation may cover submitting the incorporation documents to the State Registry, signing registration applications, receiving official documents and completing related administrative procedures.
Where the founding resolution properly establishes the representative’s authority, a separate POA may not be necessary for the registration process.
2. Authorisation Through a POA Issued by the CEO
Alternatively, the founder may appoint the CEO in the founding resolution, following which the CEO, acting within the powers granted by the company’s charter and applicable legislation, may issue a POA authorising a lawyer or another representative to complete the registration formalities.
Once the company is registered, the CEO may also issue POAs for subsequent corporate and administrative matters, including representation before public authorities, corporate filings and other activities within the scope of the CEO’s authority. A common example is registering a new legal address, which can be filed through an authorised representative. See our guide, Changing Your Company’s Legal Address in Armenia.
The distinction is important: a POA issued by the CEO on behalf of the company is not the same as a POA issued by the founder in their personal capacity. The appropriate form of authorisation depends on whose interests are being represented and the particular actions to be performed.
What a Power of Attorney in Armenia Must Include
Where a separate POA is used, it should clearly identify:
- The principal — the person or company granting the authority. Where the POA is issued on behalf of a company, it should identify the company and its duly authorised signatory, typically the CEO.
- The agent — the lawyer or representative in Armenia, with their identifying details.
- The scope of authority — precisely which actions the agent may take, such as filing documents with the State Registry, representing the company before public authorities, submitting corporate amendments or assisting with opening a bank account.
- Duration — how long the authorisation remains valid
- Signature and date – the document should be properly dated and signed by the person authorised to issue it.
For ordinary company registration and administrative representation, a POA may generally be prepared in simple form without notarisation.
However, certain transactions and procedures may require additional formalities, depending on the nature of the authorised actions.
Does a Power of Attorney in Armenia Need to Be Notarised?
A common misconception is that every POA issued for use in Armenia must be notarised. In reality, Armenian legislation distinguishes between ordinary written authorisations and POAs relating to transactions for which notarial form is legally required.
Under Article 321(2) of the Armenian Civil Code, a Consequently, notarisation is not a general requirement for every POA used for company incorporation or ordinary corporate representation.
For example:
- Company registration and administrative filings: A POA authorising a lawyer to submit incorporation documents, obtain official extracts or interact with the State Registry may generally be issued in simple written form.
- Real estate transactions: Where a representative is authorised to conclude a transaction requiring notarial certification, the POA must comply with the relevant notarial requirements. For how this works in a purchase, see our guide, Buying Property in Armenia as a Foreigner in 2026.
- Bank account opening: Banks may require notarised POAs or additional verification documents when a representative is authorised to open or operate a corporate bank account. These requirements should be confirmed with the relevant bank in advance.
Therefore, the need for notarisation should be assessed based on the specific actions authorised by the POA rather than treated as an automatic requirement for all corporate matters.
Using a Foreign-Issued Power of Attorney in Armenia: Notarisation, Apostille, and Translation
Where a POA is executed outside Armenia, additional formalities may apply depending on the document’s intended purpose and the country in which it is issued.
1. Notarisation, Where Required
If the intended transaction requires a notarised POA, the document may be signed before a competent notary public in the relevant foreign jurisdiction
Alternatively, Armenian embassies or consulates may, perform certain notarial functions for documents intended for use in Armenia.
However, where a POA is issued solely for ordinary company registration or administrative representation, notarisation is not automatically required.
2. Apostille or Consular Legalisation
Where a foreign public document, including a notarised POA, must be submitted to Armenian authorities, it may need to be authenticated through an apostille or consular legalisation, unless an applicable international agreement provides otherwise.
- If the issuing country is a party to the Hague Apostille Convention, an apostille will generally be sufficient.
- If the country is not a party to the Convention, consular legalisation may be required.
Importantly, apostille and legalisation requirements should be distinguished from notarisation. They concern the recognition of foreign public documents and do not mean that every POA must be notarised.
3. Certified Armenian Translation
Where a POA or another document is issued in a foreign language, an Armenian translation meeting the applicable certification requirements will generally be necessary for submission to Armenian public authorities.
Missing or improperly certified documentation may delay the registration process or result in requests for additional documents.
How to Register a Company in Armenia Remotely: Step by Step
For a foreign founder registering a company through a lawyer or another authorised representative, the process generally involves the following steps:
- Engage a lawyer or legal representative in Armenia to prepare the incorporation documents and coordinate the registration process.
- Preparation of the founding resolution and charter by the lawyer, including provisions concerning the appointment of the company’s CEO and the authorisation of the CEO or another representative to complete the registration formalities.
- Establish the representative’s authority, either directly through the founding resolution or, where appropriate, through a POA issued by the duly authorised CEO.
- Prepare and authenticate the necessary documents, including foreign identification documents and other supporting materials, where required.
- Arrange certified Armenian translations of documents issued in a foreign language, where applicable.
- Submit the incorporation documents to the State Registry through the CEO or another duly authorized representative.
- Complete company registration and obtain the TIN, typically within one to three business days, depending on the circumstances.
- Complete follow-on steps, such as opening a corporate bank account, obtaining necessary licenses or permits, and making subsequent corporate filings.
Where the relevant authority is expressly established through the founding resolution, the registration process may be completed without a separate POA. For subsequent corporate matters, the CEO may issue POAs within the scope of their powers under the company’s charter and applicable legislation.
Practical Tips for Preparing a Power of Attorney in Armenia
- Choose the appropriate form of authorisation. Before preparing a POA, consider whether the necessary authority can be established directly through the founding resolution. This may simplify the registration process and avoid unnecessary documentation.
- Distinguish between the founder and the company. A POA issued by the founder in their personal capacity differs from a POA issued by the CEO on behalf of the company. The appropriate principal should be identified based on the actions to be performed.
- Be specific about scope. A POA that is too broad may raise questions at the registry or bank, while one that is too narrow may require additional authorisations. The scope should reflect the representative’s intended responsibilities.
- Set a clear expiration date. Although the applicable legislation regulates the validity of POAs, specifying an appropriate period helps avoid uncertainty and unnecessary ongoing authorisation.
- Know how to revoke it. The principal may revoke a POA in accordance with applicable law. It is important to ensure that the representative and relevant third parties are appropriately informed of the revocation.
- Avoid unnecessary notarisation. Not every POA requires notarial certification. Confirm whether notarisation is legally required for the intended transaction or requested by the receiving institution before arranging it.
- Confirm banking requirements separately. Banks may impose additional documentation, identification, or verification requirements that do not apply to ordinary company registration.
- Review the company’s charter. Where the CEO intends to authorise another person to act on behalf of the company, the CEO’s powers and any relevant limitations should be reviewed in advance.
Choosing the Right Authorisation for Your Armenian Company
A power of attorney is an important mechanism that allows foreign founders and Armenian companies to authorise lawyers or other representatives to act on their behalf. However, a separate POA is not always necessary for the initial registration of a company in Armenia.
Foreign founders may authorise the CEO or another representative directly through the founding resolution. Alternatively, the appointed CEO, acting within the powers granted by the company’s charter and applicable legislation, may issue a POA authorising a lawyer or another person to complete the necessary formalities.
Furthermore, notarisation is not a universal requirement for POAs in Armenia. While certain transactions, including those requiring notarial form, and specific banking procedures may involve additional formalities, ordinary corporate registration and administrative representation may generally be carried out under simple written authorisation.
Choosing the appropriate authorisation structure and complying with the relevant documentation requirements can help foreign entrepreneurs establish and manage their Armenian companies remotely, efficiently and without unnecessary formalities. Retrieve Legal & Tax is a business law firm in Armenia that helps foreign founders register and manage companies remotely, including preparing the founding resolution, charter, and any power of attorney. Our corporate lawyers in Armenia can advise on the right authorisation structure before you sign anything.