CIVIL CODE OF THE REPUBLIC OF ARMENIA

DIVISION 1.GENERAL PROVISIONS 6

Chapter 1. Civil Legislation and Other Legal Acts Containing Norms of Civil Law 6

Chapter 2. The Origin of Civil Law Rights and Duties. Exercising Civil Law Rights 8

Chapter 3. Protection of Civil Law Rights 8

DIVISION 2. PERSONS (SUBJECTS OF CIVIL LAW RIGHTS) 11

Chapter 4. Citizens 11

Chapter 5. Legal Persons 17

§ 1. Basic Provisions 17

§ 2. Commercial Organizations 22

§3. Cooperatives 32

§4. Noncommercial Organizations 34

Chapter 6. Participation of the Republic of Armenia and Communes in Relations Regulated by Civil Legislation and Other Legal Acts 35

DIVISION 3. OBJECTS OF CIVIL LAW RIGHTS 37

Chapter 7. General Provisions 37

Chapter 8. Commercial Paper and Securities 38

§2. Types of Commercial Paper and Securities 40

Chapter 9. Nonmaterial Values 41

DIVISION 4. THE RIGHT OF OWNERSHIP AND OTHER PROPERTY RIGHTS 42

Chapter 10. General Provisions 42

Chapter 11. Acquisition of the Right of Ownership 43

Chapter 12. Common Ownership 46

Chapter 13. Right of Ownership and Other Property Rights in Land 49

Chapter 14. Right of Ownership and Other Property Rights in Housing Premises 52

Chapter 15. Right of Pledge 53

§1. General Provisions on Pledge 53

§ 2. Mortgage 58

Chapter 16. Protection of the Right of Ownership and Other Property Rights 60

Chapter 17. Termination of the Right of Ownership and Other Property Rights 61

DIVISION 5. TRANSACTIONS. REPRESENTATION. TIME PERIODS. LIMITATION OF ACTIONS 63

Chapter 18. Transactions 63

§ 1.Definition, Types, and Form of Transactions 63

§ 2. Invalidity of Transactions 65

Chapter 19. Representation 67

Chapter 20. Time Periods 69

Chapter 21. Limitation of Actions 70

DIVISION 6. GENERAL PROVISIONS ON OBLIGATIONS 73

Chapter 22. Definition of and Parties to an Obligation 73

Chapter 23. Performance of Obligations 73

Chapter 24. Security for Performance of Obligations 76

§ 1. General Provisions 76

§ 2. Penalty 76

§ 3. Retention 77

§ 4. Surety 77

§ 5. Guaranty 78

§ 6. Earnest Money 79

Chapter 25. Changing Persons in an Obligation 80

§ 1. Transfer of the Rights of a Creditor to Another Person 80

§ 2. Transfer of a Debt 81

Chapter 26. Liability for Violation of Obligations 81

Chapter 27. Termination of Obligations 84

DIVISION 7. OBLIGATIONS ARISING FROM CONTRACTS 86

SUBDIVISION 1. GENERAL PROVISIONS ON CONTRACT 86

Chapter 28. Definition and Terms of a Contract 86

Chapter 29. Conclusion of a Contract 88

Chapter 30. Change and Rescission of a Contract 91

SUBDIVISION 2. CONTRACTS OF ALIENATION OF PROPERTY 92

Chapter 31. Purchase and Sale 92

§ 1. General Provisions on Purchase and Sale 92

§ 2. Retail Purchase and Sale 100

§ 3. Supply of Goods 103

§ 4. Supply of Goods for State Needs 107

§ 5. Energy Supply 109

§ 6. Purchase and Sale of Immovable Property 111

Chapter 32. Rent 112

§ 1. General Provisions on Rent 112

§ 2. Permanent Rent 113

§ 3. Life Rent 114

Chapter 33. Barter 114

Chapter 34. Gift 115

SUBDIVISION 3. CONTRACTS OF LEASING OUT PROPERTY AND UNCOMPENSATED USE OF PROPERTY 117

Chapter 35. Lease 117

§ 1. General Provisions on Lease 117

§ 2. Rental 121

§ 3. Leasing of Means of Transport 122

§ 4. Lease of Buildings and Structures 124

§ 5. Lease of Housing Premises 125

§ 6. Finance Lease (Leasing) 127

Chapter 36. Uncompensated Use of Property 128

SUBDIVISION 4. CONTRACTS OF DOING WORK 130

Chapter 37. Work 130

§ 1. General Provisions on Work 130

§ 2. Consumer Work 135

§ 3. Construction Work 137

§ 4. Work for the Performance of Design and Exploratory Work 140

§ 5. Contract Work for State Needs 141

Chapter 38.Performance of Scientific Research, Experimental Design, and Technological Work 142

SUBDIVISION 5. CONTRACTS OF PROVIDING SERVICES 144

Chapter 39. Compensated Providing of Services 144

Chapter 40. Delegation 144

Chapter 42. Agency 149

Chapter 43. Storage 151

§ 1. General Provisions on Storage 151

§ 2. Storage at a Goods Warehouse 154

§ 3. Special Forms of Storage 156

Chapter 44. Carriage 158

Chapter 46. Loan 161

Chapter 47. Credit 163

Chapter 48. Financing With Assignment of Monetary Claim (Factoring) 164

Chapter 49. Bank Deposit 166

Chapter 50. Bank Account 168

Chapter 51. Settlements 171

§ 1. General Provisions on Settlements 171

§ 2. Settlements by Payment Orders 171

§ 3. Settlements by Letter of Credit 172

§ 4. Settlement by Draft 173

§ 5. Settlements by Checks 174

Chapter 52. Entrusted Management of Property 176

Chapter 53. Entrepreneurial System License (Franchising) 179

Chapter 54. Insurance 182

SUBDIVISION 6. CONTRACT OF JOINT ACTIVITY WITHOUT FORMING A LEGAL PERSON 190

Chapter 55. Joint Activity 190

SUBDIVISION 7. CONTRACTS ON THE CONDUCT OF GAMES AND WAGERS 192

CHAPTER 56. CONDUCT OF GAMES AND WAGERS 192

DIVISION 8. LIABILITIES EMERGING FROM UNILATERAL ACTIONS 194

CHAPTER 57. PUBLIC PROMISE OF A REWARD 194

CHAPTER 58. PUBLIC COMPETITION 194

CHAPTER 59. ACTIVITY IN ANOTHER'S INTEREST WITHOUT Delegation 195

DIVISION 9. OBLIGATIONS EMERGING AS A RESULT OF HARM CAUSED AND UNJUST ENRICHMENT 197

CHAPTER 60. OBLIGATIONS Emerging AS A RESULT OF THE CAUSING OF HARM 197

§ 1. General Provisions on Compensation for Harm 197

§ 2. Compensation for Harm Caused to the Life or Health of a Citizen 200

§ 3. Compensation for Harm Caused as the Result of Defects in Goods, Work, or Services 203

CHAPTER 61. OBLIGATIONS ARISING AS THE RESULT OF UNJUST ENRICHMENT 204

DIVISION 10. INTELLECTUAL PROPERTY 206

Chapter 62. General Provisions 206

Chapter 63. Copyright 208

Chapter 64. Neighboring Rights 213

Chapter 65. Right to an Invention, Utility Model, or Industrial Design 213

Chapter 66. Rights to New Varieties of Plants and New Breeds of Animals 215

Chapter 67. Right to the Topology of Integrated Microcircuits 216

Chapter 68. Right to Protection of Undisclosed Information from Illegal Use 216

Chapter 69. Means of Individualization of Participants in Civil Commerce, of Goods, and of Services 217

§ 1. Firm Name 217

§ 2. Trademark 217

§ 3. Designation of the Place of Origin of Goods 218

DIVISION 11. INHERITANCE LAW 220

Chapter 70. General Provisions on Inheritance 220

Chapter 71. Inheritance by Will 221

Chapter 72. Inheritance by Statute 225

Chapter 73. Acceptance of the Inheritance 226

Chapter 74. Refusal of an Inheritance 227

Chapter 75. Division of an Inheritance 228

Chapter 76. Protection and Management of an Inheritance 229

Chapter 77. Reimbursement for Expenses Connected with an Inheritance 230

Chapter 78. Formalization of the Inheritance 230

Chapter 79. Peculiarities of the Inheritance of Individual Types of Property 231

DIVISION 12. PRIVATE INTERNATIONAL LAW 232

Chapter 80. General Provisions 232

Chapter 81. Conflicts Norms 233

§ 1. Citizens 233

§ 2. Legal Persons 234

§ 3. Property Rights 235

§ 4. Personal Non-property Rights 235

§ 5. Transactions, Representation, Limitation of Actions 235

§ 6. Contract Obligations 235

§ 7. Obligations Arising from Unilateral Actions 237

§ 8. Obligations Arising as the Result of Causing of Harm and Unjust Enrichment 237

§ 9. Intellectual Property 237

§ 10. Inheritance Law 237

DIVISION 1.GENERAL PROVISIONS

Chapter 1. Civil Legislation and Other Legal Acts Containing Norms of Civil Law

Article 1. Relations Regulated by Civil Legislation and by Other Legal Acts Containing Norms of Civil Law

1.The civil legislation of the Republic of Armenia consists of the present Code and other statutes containing norms of civil law.

Norms of civil law contained in other statutes must correspond to the present Code.

2.Civil legislation and also edicts of the President of the Republic of Armenia and decrees of the Government of the Republic of Armenia containing norms of civil law (hereinafter – other legal acts) determine the legal status of the participants in civil commerce, the bases for the origin and the procedure for the exercise of the right of ownership and other property rights, of exclusive rights to the results of intellectual activity (intellectual property), regulate contractual and other obligations and also other property relations and personal non-property relations related to them.

The participants in relations regulated by civil legislation and other legal acts are physical persons (hereinafter—citizens) and legal persons and also the Republic of Armenia and communes (Art. 128).

The rules established by civil legislation and other legal acts shall be applied to relations with the participation of foreign citizens, persons without citizenship and foreign legal persons, unless otherwise provided by a statute.

3.Civil legislation and other legal acts regulate relations among persons, conducting entrepreneurial activity or with their participation.

4.Family and labor relations, relations for the use of natural resources and for the preservation of the environment are regulated by civil legislation and other legal acts unless family, labor, land, nature preservation, or other specialized legislation provides otherwise.

5.Relations connected with the exercise and protection of the inalienable rights and freedoms of man and other nonmaterial values are regulated by civil legislation and other legal acts, unless it otherwise follows from the nature of these relations.

6.Civil legislation and other legal acts are not applied to property relations based on administrative or other authoritative subordination of one party to another, including tax, finance, and administrative relations, unless otherwise provided by legislation.

Article 2. Entrepreneurial Activity

Entrepreneurial activity is independent activity by a person conducted at its own risk pursuing as a basic purpose the extraction of profit from the use of property, sale of goods, doing work, or rendering of services.

Article 3. Basic Principles of Civil Legislation

1.Civil legislation is based on the principles of equality, autonomy of will, and property independence of the participants in the relations regulated by it, the inviolability of ownership, freedom of contract, impermissibility of arbitrary interference by anyone in private affairs, the necessity of the unhindered exercise of civil law rights, the guaranty of restoration of violated rights and their judicial protection.

2.Citizens and legal persons acquire and exercise their civil law rights by their own will and in their own interest. The are free in the establishment of their rights and duties on the basis of contract and in determining any conditions of contract not contradictory to legislation.

Civil law rights may be limited only by statute, if this is necessary for the purpose of defending state and societal security, social order, the health and morals of society, the protection of the rights and freedoms, honor and good name of other persons.

3.Goods, services and financial assets may be freely moved about on the whole territory of Republic of Armenia.

Limitations of the movement of goods and services may be introduced in accordance with statute if this is necessary to guaranty safety, protection of the life and health of people, preservation of nature and of cultural values.

Article 4. Other Legal Acts

1.In accordance with Article 78 of the Constitution of the Republic of Armenia, within the time period established by the National Assembly of the Republic of Armenia, the relations indicated in Article 1 of the present Code may also be regulated by decrees of the Government of the Republic of Armenia having the force of a statute.

2.On the basis of and in the performance of the present Code and other statutes, the President of the Republic of Armenia has the right to adopt edicts containing norms of civil law.

3.On the basis of and in performance of the present Code and other statutes and edicts of the President of the Republic of Armenia, the Government of the Republic of Armenia has the right to adopt decrees containing norms of civil law.

4.In case of contradiction between an edict of the President of the Republic of Armenia or a decree of the Government of the Republic of Armenia and the present Code or other statute, the present Code or respective statute shall be applied.

5.The effectiveness and application of norms of civil law contained in edicts of the President of the Republic of Armenia and decrees of the Government of the Republic of Armenia shall be determined by the rules of the present Chapter.

6.Ministries and other agencies of executive authority and also bodies of local self-government may issue acts containing norms of civil law only in the cases and within the limits provided by the present Code, other statutes and legal acts.

Article 5. The Effect of Civil Legislation and Other Legal Acts in Time

1.Acts of civil legislation and other legal acts do not have retroactive force and are applied to relations that have arisen after they were put into effect.

The effect of a statute extends to relations that arose before it was put into effect only in the cases when this is directly provided by statute.

2.With respect to relations that arose before the putting into effect of an act of civil legislation or other legal act, it is applied to rights and duties that arose after it was put into effect. Relations of parties under a contract concluded before an act of civil legislation or other legal act was put into effect are regulated in accordance with Article 438 of the present Code.

Article 6.Civil Legislation, Other Legal Acts and International Treaties

1.International treaties of the Republic of Armenia are applied to relations indicated in Article 1 of the present Code directly, except in cases when, from the international treaty, it follows that the issuance of an internal state act is required for its application.

2.If an international treaty of the Republic of Armenia establishes norms other than those that are provided by civil legislation and legal acts, the norms of the international treaty are applied.

Article 7. Customs of Commerce

1.A custom of commerce is a rule of conduct in any area of entrepreneurial activity that has taken form and is widely applied, and that is not provided by legislation, regardless of whether or not it has been fixed in any document.

2.Customs of commerce contradicting obligatory provisions of legislation or contract shall not be applied.

Article 8. Interpretation of Civil Law

Civil law norms must be interpreted in accordance with the literal sense of the words and expressions contained therein.