Buying 60% of an Armenian company—what approvals, due diligence, and contract terms do we need?

It will depend on the deal you are trying to conclude but mostly you would need to pay attention to:

• pre-emptive rights


• competition commission approval

Please reach out so that we can provide a more detailed response. 

Hi,

Thank you for your message. Acquiring a 60% stake in an Armenian company can typically be completed relatively quickly, but the exact approvals, due diligence scope, and SPA protections depend on several key factors (sector, assets, licenses, tax profile, etc.).

At a high level in Armenia:

Regulatory / filings
- Share transfer registration with the State Register
- Update of shareholders / charter (if required)
- Beneficial owner disclosure update
- Antitrust clearance (only if turnover thresholds are met)
- Sector approvals (if regulated manufacturing: food, pharma, mining, etc.)

Core due diligence (quick but risk-focused)
- Corporate title & share ownership
- Tax compliance and liabilities
- Debts, pledges, guarantees
- Real estate / equipment title
- Licenses & permits
- Key contracts & employees
- Litigation / enforcement checks

Essential SPA protections
- Representations & warranties (tax, debts, compliance, assets, contracts)
- Indemnities (especially tax and pre-closing liabilities)
- Purchase price adjustment or escrow / holdback
- Conditions precedent (clearances, debt releases, waivers)
- Non-compete / non-solicit (seller)
- Transitional support (if founder remains)
- Governing law & dispute resolution

To give precise guidance and timelines, we would need a few details:
- Legal form of the company (LLC / CJSC / OJSC)
- Sector / products
- Whether real estate or licenses are involved
- Shareholder structure today
- Target closing timeline
- Whether management stays after closing