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Registration of a legal entity (LLC, ZAO) in Belarus

Registration of a legal entity can take place in the form of a commercial organization or non-profit organization. Here we will talk about creating a commercial organization, since this form is most in demand by business. The main objective of the economic activities of a commercial organization: making a profit.

Registration of a legal entity in Minsk: approval of the name.

Currently, the Belarusian state offers three ways to apply for approval of a name:

  • by mail,
  • through the website of the USR of Belarus,
  • through the personal appearance of one of the founders in the registration authority.

When registering a legal entity, any of the founders can agree on the name. In Belarus, there are quite strict rules for choosing the corporate name of a legal entity. What you can read in detail about in our article "Coordination of the name of a legal entity".

In addition, the founders, when agreeing on the name, should also decide on the organizational and legal form. Since the need for an LLC to have multiple founders has been abolished, registering an LLC is the most popular choice. However, if such an argument in favor of an LLC did not convince you, then you can read in detail about the choice of the organizational and legal form of a legal entity in our article “Organizational and legal form: difficulties in choosing”.

Service cost
Registration of a legal entity (LLC, CJSC) in Belarus From 350 Euro (€)

 
For foreign legal entities, it is worth considering the option in the form of registration of a representative office of a foreign organization. This option is only suitable for opening a small office in Belarus without receiving revenue. And not all foreigners can register as an individual entrepreneur.

Registration of legal entity: choice of legal address.

Only a private unitary enterprise can be located in a residential area subject to a number of conditions. The remaining legal entities must be located in non-residential premises for administrative purposes.

There are many offers on the Internet for providing a legal address without accommodation with postal service. Should I rely on these offers? It should be said that corporate law does not impose requirements on the area of ​​the premises used for the legal address. There are also no requirements that the director must be at the legal address 24 hours a day. However, sometimes the tax authorities have a negative attitude towards the placement of legal entities at such addresses.

What to do? When registering, such a legal address can be used, in our opinion. It is not always easy to quickly select the right room. It is necessary to ensure the receipt of correspondence at this address, as well as the presence of the main documents of the company with the representative of the lessor.

Many negative reviews about nominal addresses are left by people who paid for only one month of rental. Do not be surprised that the landlord has stopped receiving their correspondence. Consequently, the tax includes such an organization in the "register of false business structures." Often, just non-payment of rent entails serious consequences for the business. Up to bankruptcy with the involvement of the head and founder to subsidiary liability.

Registration of a legal entity: we hold meetings.

Registration of a legal entity (LLC and ODO) requires first a meeting of the founders, at which, in particular, the following issues are resolved:

  • name selection
  • distribution of shares
  • establishing the size of the authorized capital.

And then the constituent assembly, at which:

  1. the charter is approved (the charter will be discussed below),
  2. members of the governing bodies of a legal entity are elected.

If you are interested in the issue of holding meetings in more detail, you can read about it in our publication "Meeting of Founders and Constituent Assembly of LLC".

If you register a legal entity in the form of a PUE or LLC with one participant, then all issues resolved by the above meetings are reflected in the sole decision of the founder of the PUE / LLC. In a CJSC, the role of the meeting of founders is played by an agreement on the establishment of a CJSC. You can find it on our website.

Appointment of the head of a legal entity.

Is it necessary to appoint a leader before registration? It is worth noting here that the appointment of a leader is desirable but not mandatory at this stage. It should be clear to everyone that a legal entity cannot function without a leader. However, you can assign it after registration. Then this issue will be resolved within the framework of an extraordinary general meeting of participants (shareholders) or through a separate decision of the founder (sole participant).

However, this opportunity should not be abused. Without a manager, the registration process will stop at receiving a statement of statement; founders cannot open an account, nor receive books and digital signatures in a tax inspection.

Appointment by a director of a foreigner.

In the case of the appointment of a foreigner in the minutes of the constituent assembly or the decision of the founder on the establishment, the wording must be used:

“Appoint director ….. subject to the issuance of a special permit to conclude an employment contract from the date specified in this special permit.”

Only foreigners, citizens of the EAEU member states, can work without the mentioned special permit. A number of benefits on this issue are also provided to participants in special legal regimes. For example, HTP residents do not need to obtain special permission.

You can learn more about the registration of foreign companies on our website.

Registration of legal entity: prepare the charter.

The charter of a legal entity must contain information established by law. There are two approaches to preparing a charter. Some lawyers advise including the maximum number of rules in the charter. Other lawyers consider brevity a sister of talent, and advise their clients to use the most simplified charters.

What do we recommend? It is necessary to look for the golden mean in everything. The charter should not be unbearable for the reading of the founders who do not have a legal education. However, excluding some norms from the charter, one can regret it later. It is not always possible to quickly demolish changes to the charter afterwards. And not in all cases, this will help fix the problem situation.

Should I rely on a free charter?

Often hear questions about where to get the charter of a legal entity for free? There are sites on the Internet where the charters of common legal forms of legal entities can be downloaded for free.

In some places you’ll even fill out the charter for free using software autofill. However, do not think that someone will be responsible to you for the content of such a charter. It is foolish to wait for responsibility from persons to whom you have paid nothing.

In addition, some sources directly point to the fact that their sample does not correspond to the latest edition of the Law of the Republic of Belarus “On Business Societies”. Therefore, carefully read the additional information in small print.

Registration of a legal entity: submit documents to the executive committee.

Registration of a legal entity is carried out during the submission of the established package of documents to the registration authority (executive committee). This package includes:

  •  application for registration of a legal entity with the questionnaires of the founder. This statement can be downloaded from the website of the Ministry of Justice of the Republic of Belarus. It is of the established form and cannot be changed. Signed by the founders in the presence of employees of the executive committee. Or, if there are more than three founders, it can be signed by one authorized protocol by the founder;
  • the charter signed by the founders, in two paper copies and on electronic media;
  •  receipt of payment of state duty in the amount of one basic amount. Bank details for payment can almost always be found on the website of the relevant regorgan.

Two documents are provided only in cases when foreign persons apply for the foundation:
1. legalized extract from the trade register of the country of establishment. This document must not be older than one year. However, it is better that he was no older than six months. This document must be issued by the state authority of the country of establishment.
2. A copy of the passport (residence permit) of the founder, a foreign citizen. The passport of a foreign citizen must contain a notarized translation. In addition to passports, in which all information is in Russian.

Registration of a legal entity can be carried out by proxy which the Power of Attorney must be notarized. You can read about other specific aspects of registering a joint venture in Belarus in the material of our blog “Foreign enterprises of Belarus: registration procedure”.

If the package of documents is prepared correctly, the executor of the registering authority issues a charter with a stamp of a regorgan. And also issues a certificate of registration. However, a certificate of registration, unlike the charter, can be issued on the next business day.

Why is it important to check the obstacles for the founder?

Beforehand, at the stage of the meeting of founders, it is necessary to make sure that the founders have no obstacles to registering a commercial legal entity. The most common such obstacles are the presence of pending liquidations of commercial organizations, as well as bankruptcy proceedings. Details of these obstacles are contained in the questionnaire of the founder. However, unfortunately, not everyone reads it carefully.

Registration of a legal entity by a founder who does not have a right to this entails the recognition of registration as null and void. There is a withdrawal of income in favor of the budget. Regardless of whether the guilty person was a minority or majority. Another reason not to take co-founders of little-known people to whom trust has not been formed.

Electronic registration of a legal entity and an entrepreneur.

Registration of a legal entity in electronic form is currently available. For electronic registration, not paper originals of documents are provided, but electronic copies of documents. This applies to such documents signed by the applicant as an application for registration and articles of association. The same applies to documents whose preparation is related to obtaining signatures and seals of third parties: a notarized copy of a foreign citizen's passport, an extract from the trade register of the country of incorporation of the founder-legal entity, etc. All these electronic copies are certified by the digital signature of the applicant. In this case, the applicant can be both the founder and the trustee.

Thus, lawyers who have acquired digital signatures have the opportunity to register legal entities only on the basis of electronic copies. This feature is very convenient, as it allows you to register a company within one day. Even when the founder is far away and there is no opportunity to send documents by mail expeditiously. In addition, it is important to note that the state fee for registration in electronic form is not charged. At the same time, the responsibility of applicants is growing.

Post-registration: we order a seal and open an account in a bank.

Based on the registered charter in the engraving organization, you can make the main seal of a legal entity. There is currently no need to register or obtain permission to print. A legal entity may have several seals. However, the rest of the stamp should be different from the main ("round") stamp.

Please note that since February 2018, it is not necessary for residents of Belarus to have a seal. At the same time, often printing may be necessary. Especially when working in the field of foreign trade with such countries as Russia or China. Some Belarusian residents with conservative views insist on printing.

Opening a bank account.

A legal entity for conducting entrepreneurial activity is required to have an account in Belarusian rubles opened with a Belarusian bank. It also has the right to open accounts in other foreign currencies, in Belarusian banks. In foreign banks - only with the permission of the National Bank of the Republic of Belarus.

A legal entity opens an account on the basis of a registered charter and documents confirming the authority of the head. However, in practice, each bank establishes individual requirements in its LDLA. Therefore, choosing a bank, it is worth clarifying these nuances. So, some banks require, in addition to the charter, a certificate of registration.

The choice of a bank is the business of the founder, however, if the choice is difficult, the lawyer can offer the client several options. Belarus has a fairly stable banking system. License revocations followed by bank failures are extremely rare. Therefore, write off non-government banks is not worth it. Often they offer a higher level of service and more favorable rates.

Postregistration: the final part.

Having received a registered charter and opening a bank account, a legal entity can start an entrepreneurial activity. Provided, of course, there is no need to obtain a license (special permit). List of activities subject to licensing.

However, one should not forget about a number of formalities that must be observed. So, it is necessary to perform the following actions:

  • get a book of comments and suggestions, accounting checks;
  • provide documents for the formation of the accounting file to the tax inspectorate (a list of documents for the case is better to check with your inspector);
  • get an electronic key (EDS) for reporting.

Important. When choosing a simplified taxation system (STS) as a taxation system, it must be remembered that a newly created legal entity has a period of 20 working days to switch to this system.

Consideration should also be given to the use of tax incentives. Thus, significant benefits in the construction or modernization of production can be provided after the conclusion of an investment agreement with the Republic of Belarus.

Legal services on the topic.

Accompanying the registration of a legal entity in Belarus on a turn-key basis: from the approval of the name to the opening of an account with a bank.

The term for the provision of services is 2 business days.

Additional service for IT companies: corporate governance.

Contacts.

Skobey Andrey Nikolaevich, head of the corporate law practice, you can contact him by phone +375291102388 (Telegram) or by e-mail info@legaltime.by.

For professional legal advice, call +375291102388 or e-mail: info@legaltime.by.

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