Armenia Proposes Increasing the Participant Limit for Non-Public Investment Funds from 49 to 99
19.05.2026,
13:46
Armenia is proposing to increase the maximum number of participants in a non-public investment fund from 49 to 99.
YEREVAN, May 19. /ARKA/. Armenia is proposing to increase the maximum number of participants in a non-public investment fund from 49 to 99. The corresponding draft amendments to the Law "On Investment Funds" propose adjusting the current limit. Deputy Minister of Economy Lilia Sirakanyan presented the proposed amendments to the Standing Committee on Economic Affairs of the National Assembly of Armenia for consideration.
According to the draft, a non-public fund will be allowed to have no more than 99 participants. If this limit is exceeded, the fund is required to either re-register as a public fund within 90 calendar days or reduce the number of participants to the established level. Otherwise, it will be subject to liquidation by court order.
The authors of the initiative note that the current limit of 49 participants is no longer consistent with market developments and the logic of related legislation. According to data provided in the draft's justification, the number of non-public investment funds in Armenia more than tripled between 2020 and 2024, from 36 to 112.
The document emphasizes that the key characteristic of a non-public fund is not so much the number of participants as the prohibition on the public placement of its securities. Moreover, according to the Law on Securities Market, a public offering is defined as an offering of securities to more than 100 persons who are not qualified investors, or to an unspecified number of persons.
Based on this, the developers believe the current threshold of 49 participants appears overly restrictive. They assess the new limit of 99 participants to be more consistent with the existing regulatory system: below this level, an increase in the number of investors alone does not create a presumption of a public offering.
The justification also cites international experience. It is noted that similar quantitative restrictions do not exist in countries such as Kazakhstan, Moldova, and France, while European regulations rely on higher thresholds for distinguishing between public and non-public offers.
The bill will enter into force the day after its official publication if adopted. No significant reduction in revenue or increase in state budget expenditure is expected due to the initiative.
The commission gave a positive opinion on the bill. It is included in the agenda of the National Assembly meeting.
According to the draft, a non-public fund will be allowed to have no more than 99 participants. If this limit is exceeded, the fund is required to either re-register as a public fund within 90 calendar days or reduce the number of participants to the established level. Otherwise, it will be subject to liquidation by court order.
The authors of the initiative note that the current limit of 49 participants is no longer consistent with market developments and the logic of related legislation. According to data provided in the draft's justification, the number of non-public investment funds in Armenia more than tripled between 2020 and 2024, from 36 to 112.
The document emphasizes that the key characteristic of a non-public fund is not so much the number of participants as the prohibition on the public placement of its securities. Moreover, according to the Law on Securities Market, a public offering is defined as an offering of securities to more than 100 persons who are not qualified investors, or to an unspecified number of persons.
Based on this, the developers believe the current threshold of 49 participants appears overly restrictive. They assess the new limit of 99 participants to be more consistent with the existing regulatory system: below this level, an increase in the number of investors alone does not create a presumption of a public offering.
The justification also cites international experience. It is noted that similar quantitative restrictions do not exist in countries such as Kazakhstan, Moldova, and France, while European regulations rely on higher thresholds for distinguishing between public and non-public offers.
The bill will enter into force the day after its official publication if adopted. No significant reduction in revenue or increase in state budget expenditure is expected due to the initiative.
The commission gave a positive opinion on the bill. It is included in the agenda of the National Assembly meeting.
