Legal issues of general application

Government permission

What government approvals are required for typical project finance transactions? What fees and other charges apply?

No government approval is required for project finance transactions per se under Armenian law. The implementation of a project may, however, require different types of approval. For example, a building construction project will generally require a building permit and an electric transmission project will require a network concession. Typically, projects will also be required to obtain environmental approvals. Foreign investors seeking permission will be treated as domestic parties.

Registration of financing

Must any of the financing or project documents be registered or filed with any government authority or otherwise comply with legal formalities to be valid or enforceable?

There is no need for registration of project documents other than the registration of security interests as described above. Government authorities will need to approve any contract where the government is a counterparty, or any licence granted by the government where taking security requires consent.

If the document needs to be filed with a governmental entity or submitted to the courts, it must be translated into Armenian. If the document is issued abroad by the state body, authentication through an apostille is needed.

Arbitration awards

How are international arbitration contractual provisions and awards recognised by local courts? Is the jurisdiction a member of the ICSID Convention or other prominent dispute resolution conventions? Are any types of disputes not arbitrable? Are any types of disputes subject to automatic domestic arbitration?

Armenia is a very arbitration-friendly country. Armenia fully recognises arbitration awards and arbitration agreements through its internal laws and other international treaties to which Armenia is a signatory state. The recognition and enforcement of international contractual provisions and awards are mainly governed by the Civil Procedure Code of Armenia.

Among others, Armenia is a party to the following international conventions:

  • The Washington Convention on the Settlement of Investment Disputes between States and Nationals of the Other States, which entered into force in Armenia on 16 October 1992.
  • The New York Arbitration Convention on the Recognition and Enforcement of Foreign Arbitral Awards, which entered into force in Armenia on 19 December 1997.

There are no disputes under Armenian law that would be subject to automatic domestic arbitration.

Law governing agreements

Which jurisdiction’s law typically governs project agreements? Which jurisdiction’s law typically governs financing agreements? Which matters are governed by domestic law?

In general, Armenian law applies to project agreements if the assets are in national territory. However, parties may contractually agree on the governing law of their agreements. Armenian law will mandatorily govern property, tax, customs, labour and environmental aspects.

Financing agreements that require registration under any registry in Armenia or compliance with certain formalities are regulated by local laws, but do not necessarily have to be subject to the local jurisdiction if the parties to the contract have chosen a different jurisdiction.

Submission to foreign jurisdiction

Is a submission to a foreign jurisdiction and a waiver of immunity effective and enforceable?

Submission to a foreign jurisdiction to settle disputes under a contract is a valid choice under the laws of Armenia. Judicial acts delivered by courts of foreign states are recognised in Armenia and the judicial acts requiring execution shall be executed in Armenia, where such recognition and execution is provided for by an international agreement entered by Armenia or based on reciprocity.

The judicial act shall be final as delivered by a judicial authority of another state, irrespective of its title. Where the recognition and execution of a foreign judicial act depend on reciprocity, the reciprocity shall be considered existing, unless otherwise proved.

State-owned private enterprises are free to subject themselves to foreign jurisdiction with respect to their private activities.

Waivers of sovereign immunity are also enforceable pursuant to the Civil Procedure Code of Armenia.