Earlier that same day, the parliament had approved the package in the first reading. It received 64 votes in favor, with no votes against and no abstentions. The parliamentary opposition did not participate in the session.
Presenting the legislative package, Armenian Deputy Minister of Justice Tigran Dadunts explained that its adoption is linked to the ratification of a framework agreement on strategic cooperation between Armenia and the United States regarding the TRIPP project. The National Assembly ratified this agreement on October 28, 2026.
According to Dadunts, establishing the TRIPP Development Company requires amendments to the Law “On Joint-Stock Companies” and several related legislative acts.
A new legal regulatory mechanism
As Dadunts explained, the amendments introduce a mechanism that allows for the establishment of special rules governing the operations and management of companies created on the basis of international treaties.
This is because existing legislation on joint-stock companies does not always accommodate the specific corporate governance conditions agreed upon within the framework of international cooperation, such as the rights of participants, the procedures for forming governing bodies, and the processes for decision-making. According to the Deputy Minister, the new mechanism is intended not only for TRIPP but also for other companies established under international agreements—specifically those created to implement infrastructure, transport, energy, and investment projects.
Special legal regulations are permitted, provided that two conditions are met simultaneously:
– the company is established on the basis of, and for the purpose of implementing, an international treaty ratified by Armenia;
– the Republic of Armenia holds a stake of at least 25% in the company.
Furthermore, such special rules may only be applied to a specific list of matters defined by legislation.
Dadunts explained that the 25% threshold is linked to the requirements for adopting critical decisions within joint-stock companies. Should the state’s stake fall below this level, the special legal regime will cease to apply.
Clarifications for the second reading
Presenting the legislative package for its second reading, Dadunts stated that the government’s proposals are aimed at standardizing terminology and establishing additional safeguards.
Specifically, the Law “On Joint-Stock Companies” will now incorporate the term “company established on the basis of international treaties,” a definition that will also be used in other legislative acts included in the package.
The rules governing voting at general shareholder meetings and within company boards are also being clarified. For the adoption of key decisions, the required number of votes cannot fall below the threshold established by law; while this threshold may be raised, it cannot be lowered.
Additionally, the amendments allow the government to approve special regulatory rules for the operations of subsidiaries established by such companies. According to Dadunts, this provides further guarantees for protecting the state’s interests as a shareholder.
Certain clarifications also pertain to legislation on the protection of economic competition. As the deputy minister explained, a company implementing an interstate program may coordinate the activities of contractors or receive state support. In the absence of clear rules, this could create risks of anti-competitive behavior.
At the same time, the provided exceptions are not absolute and may only apply in cases where a company’s actions are directly necessitated by the objectives of international treaties ratified by Armenia.
Under a ratified framework agreement between Armenia and the United States, the ownership structure for TRIPP Development Company stipulates a 26% stake for the Armenian side and a 74% stake for the American side.
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