Armenia’s government approves 7 bills setting legal framework for TRIPP company

Armenia’s government has approved 7 bills under which companies set up under international treaties with a state share of 25% or more will be exempt from the laws on procurement, competition and public-private partnership (PPP). Under the government decision, the legislative initiative will be submitted to the National Assembly. The rules also cover the TRIPP development company, in which Armenia will hold 26%.

The package amends the Law on Joint Stock Companies, the Civil Code, the laws on Procurement, on Protection of Economic Competition and Consumer Interests, on Public-Private Partnership and on Bankruptcy, and the Bankruptcy Code.

BusinessDaily reported earlier that the package drafted by the Ministry of Justice had been published on e-draft.am, with a footnote to the justification naming the Trump Route for International Peace and Prosperity (TRIPP) project. Under the Armenia-US framework agreement, the United States will own 74% of the company and Armenia 26%, above the 25% threshold. In the agreement, Armenia committed to allowing deviations from the laws on joint stock companies, procurement and PPP.

A new Article 3.1 of the Law on Joint Stock Companies will allow such companies to deviate from the law in 10 areas through their charter or a shareholders’ agreement: major transactions, interested-party transactions, the shareholders’ agreement, procedures of the general meeting and the board, pre-emptive rights when shares are sold, reduction of authorised capital and liquidation, share buybacks at shareholders’ request, liability for the obligations of subsidiaries and dependent companies, and shareholders’ liability.

If the state’s share falls below 25%, the special rules will stop applying from that moment and the charter must be amended within one month. The same rules will cover companies founded by such entities if they are also set up under an international treaty. Article 106 of the Civil Code will state that the special rules for these companies apply regardless of the code’s provisions.

The Law on Procurement will not cover transactions by these companies, and under the Law on Protection of Economic Competition and Consumer Interests their transactions, actions, reorganisations and conduct will not be treated as concentrations. The Law on Public-Private Partnership will not apply to them either.

Amendments to the Law on Bankruptcy and to the Bankruptcy Code adopted on 18 June 2026 will release shareholders of such companies from joint liability for deliberate and unlawful bankruptcy. For other companies, this liability can reach the full amount of creditors’ claims, the administrator’s fee and administrative costs.