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LLC registration

Company registration LLC in Belarus is a procedure consisting of a preparatory stage, which consists in finding a legal address and agreeing on a name. In addition, in deciding on the size of the authorized capital, the distribution of shares between the participants. And from the main stage, which consists in approving the final version of the charter, submitting documents for state registration of a new company.

Other forms of commercial presence. Оlimited liability company is the main organizational and legal form of doing business in Belarus. Nevertheless, before proceeding with the approval of the name of the legal entity to be created in the form of LLC, we advise you to read the thematic publications of this site, which reveal the advantages and disadvantages of the following legal forms:

  • private unitary enterprise (PUE);
  • Closed Joint-Stock Company (CJSC);
  • representative office of a foreign commercial organization;
  • individual entrepreneur.

What services can we offer our clients regarding the registration of an LLC in Belarus?

  • support of registration of LLC with resident founders in Minsk;
  • support of registration of LLC with foreign participation;
  • obtaining a work permit in Belarus for a foreign director;
  • legal support for an LLC with foreign participation after the registration of a new company is completed.
LLC registration fee
LLC registration From 350 Euro (€)

 
Contact person for this service: Skobei Andrey Nikolaevich, lawyer-licensee, you can contact him by phone +375291102388 either by email info@legaltime.by.

STEP 1. Determination of the founders.

Care should be taken to check the circumstances that do not allow a person to be a founder when registering an LLC in Belarus. You can not get the status of the founder in the following cases:

  • if the court imposed a ban on doing business.
  • There is an outstanding criminal record for economic crimes and property crimes.
  • the presence of a founder of a company, the liquidation of which has not been completed, also constitutes an insurmountable obstacle to the registration of a commercial organization.
  • the presence of a company liquidated in bankruptcy proceedings with unpaid debts to the budget within three years before applying to the regorgan.
  • other grounds you can find in the questionnaire of the founder (sheet A). This questionnaire is an annex to the application for state registration of a commercial organization.

LLC registration can be carried out both by a resident of the Republic of Belarus and by a non-resident; both an individual and a legal entity. You can read about the specifics of creating legal entities with foreign participation in a separate article on our blog (see Foreign enterprises of Belarus: registration procedure).

STEP 2. Coordination of the name of LLC.

Registration of LLC in Belarus requires prior approval of the company name. Belarusian legislation contains an extensive list of restrictions for the approval of the name. These restrictions are contained in the Resolution of the Ministry of Justice of the Republic of Belarus dated March 5, 2009 No. 20.

The main limitations are as follows. The name or part of the name coincides completely or to the extent of comparison with the already existing name of the legal entity. It is also prohibited to use such names as "Belarus", "Belorussia", "Belarusian". And also clearly signifying a competitive advantage, such as "President", "Champion", "Leader".

Any of the founders or their proxies can apply for approval of the names of legal entities. There are three forms of appeal of the founder for the approval of the name:

  • by personal appeal to the registering authority with a statement of the established form in paper form (fastest);
  • by submitting an application in electronic form through Belarus USR site;
  • by mail, sending to the registration authority a completed application in paper form.

There is no charge for the approval of the name. Certificate of approval of the name is valid for one calendar month.

STEP 3. Determination of the legal address.

The legal address of the LLC requires non-residential premises administrative or mixed (for example, administrative and commercial) purposes. Conventionally, the minimum area is four square meters. However, if possible, it is necessary to strive to ensure that the actual and legal address of the LLC coincide.

Criteria for choosing a temporary urradres. Regarding the legal address, it is desirable to obtain a letter of guarantee or conclude a preliminary lease agreement on behalf of the founder.

Do not forget that government agencies can send you official inquiries at their legal address.

When choosing a virtual legal address, we advise you not to focus on the difference in the rental price. You should be guided by the availability of postal and secretarial services from the lessor. Failure to receive correspondence carries great risks for society.

STEP 4. Statutory fund when registering a LLC company.

The minimum size of the authorized capital of an LLC is not established by law. It is declared in Belarusian rubles and can be formed within twelve months from the date of registration of the company.

Form a statutory fund foreign founders may in foreign currency... Then the authorized capital can be formed in foreign currency at the rate set by the National Bank of the Republic of Belarus on the day of payment.

The statutory fund is a means of ensuring the interests of creditors. However, often the statutory fund, formed at the expense of monetary funds, is de facto only a figure in accounting documents. A change in the charter fund is not an absolute basis for making changes and additions to the charter of an LLC.

It should also be remembered that the contribution to the authorized capital is, along with the issuance of a loan, a way of financing an LLC at the initial stage. Therefore, the determination of the size of the authorized capital must also be approached from the point of view of business analysis. To deal with the dilemma of choosing the right investment method will help the publication of our website (Choosing a way to invest in a company).

STEP 5. We develop and approve the charter of LLC.

The charter of an LLC is its only constituent document in accordance with the current legislation of the Republic of Belarus. When developing the charter, one should be guided by the following norms:

  • Civil Code of the Republic of Belarus,
  • Law of the Republic of Belarus “On Business Companies”,
  • Decree of the President of the Republic of Belarus No. 1 dated January 16.01.2009, XNUMX.

On some issues, Belarusian corporate law allows a high degree of discretion of the founders.

Examples of implementation of dispositive norms in the charter of LLC:

  • contribution to the authorized capital of LLC may not correspond to the share in the authorized capital of LLC.
  • the share in the authorized capital of the LLC may not correspond to the number of votes at the general meeting of participants.
  • a share in the authorized capital of an LLC may not correspond to the distribution of profits.

Other organizational and legal forms of the commercial order (for example, CJSC) are deprived of this degree of legally sanctioned dispositiveness. Therefore, the registration of an LLC company with several founders requires careful attention to the development of the charter.

The charter is approved by the constituent assembly of the LLC or by the decision of the sole founder. The charter is signed on the last page by all founders or, on their instructions, by one of the founders. A competently developed charter will subsequently make it possible to introduce without difficulty changes to the charter.

Effective April 28, 2021 amendments to the Law of the Republic of Belarus "On Business Companies", which significantly change many of the previously valid provisions reflected in the charter of the LLC.

STEP 6. We appoint the head of LLC.

The head of an LLC can be appointed both before and after the registration of the LLC by the founding meeting and the general meeting of participants. However, it is better to appoint a leader before registering a freema. After all, without a leader it is impossible to conduct business. An LLC without a manager will only be a non-functioning entry in the Unified State Register.

Director may be either manager (managing organization).

The director is an employee of the LLC, the employment contract with which is signed by one of the founders, authorized by the meeting. The manager or managing organization does not perform labor functions, relations with him are built on the basis of a civil law contract (an agreement on the transfer of powers of the sole executive body).

The director of an LLC can only be a citizen of the EAEU state or a foreigner permanently residing in the Republic of Belarus. This means that other foreign citizens or stateless persons can work as a director only from the moment of obtaining a special work permit.

Upon appointment of a person not enjoying the high trust of the founders, it is possible to limit his authority in the charter. The powers of the manager can be limited in the contract with him.

The termination of an employment relationship with a director is generally governed by the general rules of labor law. However, sometimes the participants have a need to fire the director without any fault on his part. To this end, it is necessary to provide for such a possibility in the employment contract with the condition of payment of compensation to the dismissed director.

STEP 7. Submission of documents for registration of LLC.

Registration of an LLC in the Republic of Belarus is carried out in a "declarative" manner. The registration of the LLC is currently being carried out;

  • Minsk City Executive Committee;
  • Regional executive committees. Oblast executive committees often delegate their registration powers to rayon executive committees. therefore registering a legal entity not in the city of Minsk, it is necessary to clarify with the regional executive committee which state body you need to contact;
  • The Administration of the Industrial Park "Great Stone";
  • Administrations of free economic zones.

To register a commercial organization, the following documents are provided in the folder:

  •  an application for registration of a company in the established form with the attached questionnaires of the founders.
  •  signed statutes in duplicate and in electronic form in * .doc format.
  •  a receipt for payment of the state duty (if the payment was in the ERIP, then it is not necessary).
  •  a copy of the notarized translation of the passport (in relation to the foreign founder).
  •  extract from the commercial register of the country of registration (in relation to the founder, which is a foreign legal entity).
  • a copy of the power of attorney with the original for verification, if the documents are submitted not by the founders personally, but by their representative;
  • a copy of the minutes of the constituent assembly, if the documents are submitted by one of the founders, who is authorized to do so in the minutes in the case established by law;
  • The applicants' identity is confirmed by a passport or residence permit (original and copy).

The executors of the registering authority are not entitled to demand any documents other than the above. Registration of a new company is carried out on the day of acceptance of documents by affixing a stamp on the charter. From this moment, the LLC is considered registered and registered in tax and other authorities.

Currently, as an alternative to the applicant’s full-time appeal to the registration authority, he is actively developing electronic registration.

STEP 8. Opening a current account in a bank.

The registration of the LLC is thus completed. However, in order to be able to start carrying out financial transactions, it is necessary to open a current account with a bank. By default, only an account in Belarusian rubles is required. LLC planning to export or import it is also advisable to open accounts in foreign currencies.

To open a bank account, you must the presence of the head of the LLC.

The package of documents required to open an account is determined by each bank independently. However, usually the list of documents provided includes:

  • copy of the charter of a limited liability company;
  • copy of the decision of the founders on the appointment of the director;
  • order on the terms of payment of wages;
  • director's passport;
  • application form for bank foma.

Currently, bank information is included in the standard commercial registration application form. However, you need to understand that the registering authority only transmits information to the bank of your choice. Consequently, the account will not open automatically, the manager in any case will have to visit the bank with all the documents.

Which bank to choose?

This question is often asked by our customers and there is no universal answer here. For Russian-speaking customers, it is advisable to look for a middle ground between price and overall level of service. For foreign customers, it is often important that the bank employees speak foreign languages. Unfortunately, there are currently very few banks with enough English-speaking employees.

Also, the factor of foreign economic activity can be important. So, if you work with rare currencies, you should clarify whether the bank works with this currency. The speed of transactions can also be important.

STEP 9. Post-registration of LLC.

Production registered with the tax authorities, as well as Belgosstrakh, the Federal Social Security Service, the statistics authorities takes place from the moment the charter is stamped. However, it should be remembered that in order to carry out activities, it is necessary to comply with a number of formalities in the aforementioned bodies.

First of all, it is necessary decide on the taxation system Ltd.. Thus, a notice of the application of the simplified tax system may be filed within 20 working days from the date of registration of the company. Otherwise, the default general taxation system (DOS) will be applied.

Do I need to print?

In Belarus, LLC has the right not to use the seal from 26.02.2018 of the year when it entered into force Decree No. 7 of November 23, 2017 "On the development of entrepreneurship". Currently, most of the lower legal force in relation to the Decree of the President of regulatory acts are brought into line on this issue.

In other words, use of print may be mandatory if such a requirement is contained in an international treaty ratified by the Republic of Belarus. However, the author of this material is not aware of such international agreements.

Nevertheless, not using the press is justified only for societies that work mainly with residents of Belarus. No questions should arise here. At least if you are working with legally aware partners.

When working with non-residents, the presence of a seal will be preferable. So, a non-resident can work for a long time with other counterparties from Belarus who have stamps. Here he may have a misunderstanding of the reasons for the lack of printing.

Other formalities when registering an LLC.

Also, the following formalities are associated with the post-registration stage:

  • receiving a book of comments and suggestions;
  • receiving a book of accounting checks;
  • conclusion of a lease agreement at a legal address;
  • formation of accounting in the tax inspectorate and the department of the FSZN;
  • passing an examination on labor protection and preparation of documents on labor protection with familiarization of employees;
  • development and coordination with the competent authority of waste management instructions;
  • obtaining an electronic digital signature for reporting;
  • delivery of the fire-technical minimum;
  • development and approval of instructions for working with waste.

However, the implementation of the above tasks can take place in parallel with the start of business. Thus, it is only important not to lose sight of these tasks, so as not to face negative consequences over time.

When to form the authorized capital?

An important issue is the formation of the statutory fund. According to the previous legislation, the formation of the statutory fund took place until the moment of registration of the LLC by depositing funds into a temporary account. Thus, with a competent approach to the registration of an LLC, this issue was under the control of lawyers.

However, now the statutory fund is formed within 12 months from the date of state registration. This means that a lawyer involved in the registration of companies in the Republic of Belarus is no longer obliged to control its formation. This state of affairs often leads to the fact that the statutory fund is simply not formed on time.

It should be understood that in this case LLC is subject to liquidation. Therefore, we advise you to form a statutory fund immediately after opening a bank account.

How to get tax benefits?

There are a number of tax regimes in the Republic of Belarus that are available subject to certain conditions:

  • preferential treatment for companies that have entered the Belarus High-Tech Park. The most preferential treatment has been created for companies working in the IT sector, including startups;
  • the possibility of concluding an investment agreement with the Republic of Belarus. For large investors planning significant capital investments, including in connection with the privatization of state property;
  • preferences in the framework of free economic zones;
  • benefits for residents of the Great Stone Industrial Park;
  • advantages for opening an LLC in small towns and rural areas;
  • benefits within the special economic zone "Bremin-Orsha".

Summary.

LLC is the most convenient organizational and legal form for doing medium and small business in Belarus. Thus, it has all the features necessary for this:

  • flexibility of legal regulation;
  • prestige in terms of business traditions of Belarus;
  • creditor autonomy (limitation of liability of founders).

With a serious approach to doing business, registering an LLC in Belarus, you should not neglect the opportunity to apply for legal services.

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

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