© Kagirov Abdul-Khakim Akhmadovich, 2026. All rights reserved. Watermark · © Kagirov A-Kh. A. · 2026 · ALL RIGHTS RESERVED · Universal Copyright Convention, Geneva 1952
EXPLANATORY NOTE
TO THE “NOAH’S ARK PLATFORM” PROJECT
Adaptation and roll-out in the Republic of Armenia
Document № NK-EXPL-001/2026 Date: 1 May 2026 Addressees: Ministry of Finance of Armenia, Central Bank of Armenia, prospective investors, partners Author and rightsholder: Kagirov Abdul-Khakim Akhmadovich (Aslan Kaa)
1. SUBJECT AND PURPOSE OF THE PROJECT
The “Noah’s Ark Platform” project is an institutional mechanism for the off-budget financing of national and social projects of the Republic of Armenia through tokenization of collateral real estate owned by individuals and legal entities — residents of Armenia and members of the Armenian diaspora in third countries.
The aim of the project is to mobilise up to €1 billion of private diaspora capital and international institutional capital for the infrastructure development of Armenia over a 5–7 year horizon, without increasing external sovereign debt and without a budget load beyond the Ministry of Finance’s agreed guarantee.
2. LEGAL BASIS
The project sits fully within the existing law of the Republic of Armenia on crypto-assets, digital financial assets, and financial markets, and within applicable international instruments.
2.1 Base law
Law of the Republic of Armenia on Crypto-Assets № HO-159-N - Adopted by the National Assembly of Armenia on 29 May 2025 - Entered into force on 4 July 2025 - Published on the official legal portal of Armenia: https://www.arlis.am/hy/acts/210999 (EN) / https://www.arlis.am/hy/acts/210998 (RU) / https://www.arlis.am/hy/acts/208599 (AM)
The Law is modelled on the European MiCA Regulation (Markets in Crypto-Assets Regulation) and establishes:
- the definition of a crypto-asset (Art. 3);
- the regime of public offering and circulation (Art. 5–14);
- nine categories of licensed CASP activity — Crypto-Asset Service Providers (Art. 16);
- the CBA’s supervisory procedure (Art. 6, 27, 30);
- requirements for the whitepaper, investor protection, and anti-manipulation (Art. 21–25).
2.2 CBA secondary legislation
Regulations of the CBA Board adopted on 30 December 2025, published on 21 January 2026, in force from 31 January 2026:
| Regulation | Decision | Content | Source |
|---|---|---|---|
| 7/01 | 227-N | CASP registration and licensing, branches of foreign providers, qualifying participation | https://www.cba.am/en/board-documents/9430 |
| 7/02 | 228-N | CASP minimum aggregate capital, calculation procedure, items included and excluded | https://www.cba.am/en/board-documents/9434 |
| 7/04 | 226-N | Form and content of the crypto-asset offering document (whitepaper); filing procedure with the CBA | https://www.cba.am/en/board-documents/9426 |
| 7/05 | 229-N | Registration of CASP executives and of executives of foreign CASP branches | https://www.cba.am/en/board-documents/9436 |
Publication notice: https://www.cba.am/en/News/regarding-the-publication-of-certain-regulations-governing-the-crypto-asset-sector/518
2.3 Related RA laws
| Law | Application in the project |
|---|---|
| Civil Code of Armenia (Art. 130–141, 244–250, 408+) | Property rights, pledge, performance of obligations |
| RA Law on the State Cadastre of Real Estate (Art. 17, 27, 28) | Registration and release of encumbrances |
| RA Law on Combatting Money Laundering and Terrorism Financing (2008, as amended 2023) | KYC / AML procedures |
| RA Law on the Securities Market (2007, as amended) | Senior tranche as a security instrument |
| RA Law on the Central Bank of Armenia (1996, current edition) | Regulator and issuer powers |
| RA Law on the Budgetary System | Ministry of Finance budgetary guarantee |
| RA Law on Public Procurement | Financing of national projects |
| RA Law on Valuation Activity | Valuation of collateral real estate |
| RA Law on Insurance | Insurance coverage of the pool |
| RA Law on Urban Planning | Construction of financed projects |
| RA Law on Audit | Independent audit of the platform and pool |
| RA Tax Code (Art. 134 et al.) | Taxation of the parties’ income |
2.4 International instruments
| Instrument | Application |
|---|---|
| Berne Convention for the Protection of Literary and Artistic Works (1886) | Copyright protection for project materials |
| Universal Copyright Convention (Geneva, 1952) | © mark and universal recognition |
| Regulation (EU) 2023/1114 of the European Parliament and of the Council (MiCA) | Conceptual basis of HO-159-N; applicable practice standard |
| FATF Recommendations, incl. Travel Rule (Recommendation 16) | AML/CFT standards for crypto-assets |
| International Financial Reporting Standards (IFRS), incl. IFRS 13 (Fair Value Measurement) | Platform reporting and pool valuation |
3. LICENCE CATEGORIES AND SCOPE
The Platform carries out four categories of activity under Art. 16 of HO-159-N, each requiring a separate CASP licence issued by the CBA Board under Regulation 7/01:
| Category | Description | Minimum capital (Reg. 7/02) |
|---|---|---|
| Operation of a trading platform | Secondary market for ART | AMD 70,000,000 (~$182,000) |
| Custody and administration of private keys | Custody of the CFA1 pool | AMD 50,000,000 (~$130,000) |
| Placement and distribution of tokens | Issuance of CFA1 and the Junior tranche | AMD 20,000,000 (~$52,000) |
| Issuance of asset-referenced tokens | Junior tranche | AMD 200,000,000 (~$520,000) |
Aggregate minimum capital: AMD 320,000,000 (~$830,000).
The placement of the Senior tranche (senior debt token) falls outside HO-159-N and is governed by the RA Law on the Securities Market, supervised by the CBA as the securities market regulator — a separate professional securities-market licence is obtained for this purpose.
4. ISSUANCE AND CIRCULATION OF TOKENS
In full compliance with CBA Regulation 7/04, prior to each issuance of either tranche the Platform:
Prepares and publishes a whitepaper in the prescribed form, including:
- identification of the issuer and its executives;
- description of the underlying asset (pool of collateral real estate);
- rights of holders;
- technology (DLT, smart contracts);
- risks and mitigation plans;
- redemption procedure;
- economic model.
Files the document with the Central Bank of Armenia within the period prescribed before the date of public offering.
Once the period during which the CBA may block the placement has elapsed — proceeds to the public offering.
Maintains the register of token holders and ensures transparency of the collateral pool with quarterly publication of NAV.
5. TIMING AND POLITICAL CONDITIONS
Hard launch condition: a Government Decree of the Republic of Armenia on the Ministry of Finance’s budgetary guarantee for the senior tranche of the tokenized infrastructure bond. Without that decree the project remains in preparation (Phase 0) until the legislation of Armenia is amended under Phase 2.
Grandfathered operators (per CBA Decision 227-N): operators active before 04.07.2025 must obtain a licence by 31.01.2027 or cease the regulated activity.
Cash settlement window (per a Government of Armenia decision): the window of cash operations up to AMD 300,000 per transaction closes in July 2026, after which only non-cash settlement is permitted.
6. TAX MODEL UNDER THE CURRENT REGIME (RA Tax Code 2026)
| Side | Tax | Rate |
|---|---|---|
| Owner-individual (RA resident) on the coupon | Income tax | 0% |
| Owner-individual (non-resident, diaspora) on the coupon | Withholding | 10% (reduced to 0–5% under applicable DTAs) |
| Platform (JV operator) | Corporate tax | 18% |
| Platform on fees | VAT | 20% |
| Non-resident individual on crypto-asset capital gain | Income tax | 0% (a key RA advantage) |
| RA legal entity on capital gain | Corporate tax | 18% |
7. LEGISLATIVE CHANGES RECOMMENDED FOR ADOPTION IN PHASE 2
To fully realise the project’s economic potential, the following package of regulatory acts is recommended:
| ID | Law | Change |
|---|---|---|
| L1 | RA Law on the Central Bank of Armenia (Art. 4, 31) | Extend the CBA’s powers: authority to accept portfolios of asset-referenced crypto-assets as collateral and to issue the national currency into the RA Treasury under approved targeted programmes |
| L2 | RA Law on Crypto-Assets HO-159-N (Art. 16, 17) | Introduce a CASP sub-category “Issuer of infrastructure asset-referenced tokens” with reduced capital AMD 100,000,000 for collateral pools above €100,000,000 |
| L3 | CBA secondary legislation — new Regulation 7/06 | Standard for “Real Estate Backed CASP” activity |
| L5 | New RA special law on the “Noah’s Ark” Fund | Institutionalise the Fund; tax incentives (0% property tax on the pool, 0% tax on owner’s coupon up to €10,000/year, 5% withholding for the diaspora); procedure for the budgetary guarantee |
| L6 | RA Law on Insurance | Recognise Construction Completion Insurance and Value Preservation Insurance as mandatory insurance products for CASP infrastructure platforms |
This package may be submitted to the National Assembly of Armenia as a single bill (following the precedent of the 16.12.2025 amendments to HO-159-N) and adopted within a single legislative cycle.
8. CONCLUSION
The “Noah’s Ark Platform” project:
Fully complies with the existing law of the Republic of Armenia on crypto-assets (HO-159-N) and CBA secondary legislation (Regulations 7/01, 7/02, 7/04, 7/05) — at Phase 1, without any legislative changes required.
Is complemented at the end of Phase 1 by a package of four legislative initiatives (L1, L2, L3, L5) and one sector-specific change (L6), enabling full realisation of the economic potential in Phase 2.
Implements a unique economic model: mobilisation of Armenian diaspora capital (modelled after Israel Bonds) and international institutional capital through an instrument backed by real assets, comprehensible for all investor types.
Provides legal protection for all sides: the owner retains ownership, the investor receives collateral, the State receives financing without external debt growth, the CBA retains its supervisory function (Phase 1) and acquires a new monetary issuance instrument (Phase 2).
Is realistically launchable within an 18–24 month horizon, subject to political consent of the Government of Armenia to the Ministry of Finance budgetary guarantee.
ANNEXES
- RA Law on Crypto-Assets HO-159-N — official texts in three languages
(see files
01_Закон_О_Криптоактивах_*). - CBA Regulations 7/01, 7/02, 7/04, 7/05 — official English versions
from www.cba.am (see files
02_–05_Регламент_ЦБ_*). - Concept specification of the project in full (see
A_Концепт_Платформа_Ноев_Ковчег.md). - Summary analytical overview of RA crypto-asset regulation (see
00_Сводка_Регулирование_ЦФА_Армения_RU.md). - Declaration of absence of third-party rights (see
B_Декларация_об_отказе_от_прав.md).
Rightsholder’s signature: _______________________ Kagirov A-Kh. A. (Aslan Kaa) Date: “” ______ 2026
© Kagirov Abdul-Khakim Akhmadovich, 2026. Document NK-EXPL-001/2026. All rights reserved under the Universal Copyright Convention (Geneva, 1952) and the Berne Convention (1886). Reproduction and distribution are prohibited without written consent of the rightsholder.