State registration


Following the results of the contest “The Best Registering Body in the Republic of Belarus” «Mogilev» FEZ Administration was declared the best registering body in 2012 among other administrations of free economic zones in Belarus (Resolution No. 14/20 dd. 12.02.2013 of collegium of Ministry of Justice).

The state registration is performed in accordance with the Regulations on State Registration of Economic Entities approved by Decree of the President of the Republic of Belarus No 1 of January 16, 2009 “Regulations on State Registration and Liquidation (Termination of Activities) of Economic Entities” (as amended by Decree of the President of the Republic of Belarus No 2 of January 24, 2013 “On Amendments in Decree of the President of the Republic of Belarus No 1 of January 16, 2009”) with allowance for amendments by Resolution of the Ministry of Justice of the Republic of Belarus No 19 of January 21, 2014  

Procedure of the state registration

Prior to submission of the documents for the state registration to the registering body, the owner of the property, founders (participants) of the commercial or non-commercial organization being created shall:  
  1. agree the name of the commercial/ non-commercial organization with the registering body;
  2. determine the supposed place of location of the commercial/ non-commercial organization, having regard to requirements of clause 5 of the Regulations on State Registration of Economic Entities approved by Ordinance of the President of the Republic of Belarus No 1 of January 16, 2009 “On State Registration and Liquidation (Termination of Activities) of Economic Entities”;
  3. take the decision about the creation of the commercial/ non-commercial organization and to prepare its statute (constituent contract, for the commercial organization that operates only on the basis of the constituent contract);
  4. form the statutory fund, for commercial organizations; open a temporary account in a bank, non-bank credit and finance organization, when making a monetary contribution to the statutory fund; make an assessment of the value of the non-monetary fund, when making a non-monetary contribution.

To get the name of the commercial or non-commercial organization agreed the following documents are submitted to the registering body:

  • an application form filled in accordance with Appendix 1 of Resolution of the Council of Ministers of the Republic of Belarus No 154 of February 5, 2009 “On Approval of Regulations on Agreement Order of Names of Commercial and Non-commercial Organizations” as amended by Resolution of the Council of Ministers of the Republic of Belarus No 1164 of August 31, 2011 “On Some Issues of State Registration and Liquidation (Termination of Activities) of Economic Entities and Making Amendments in Some resolutions of the Council of Ministers of the Republic of Belarus”;
  • a copy of the document duly certifying authority of the applicant in case the documents are submitted by legal or individual’s representatives. 
  • permission for using surnames, pseudonyms of famous persons or names used in cases established by law.

There are no fees for agreement of the names. 

List of documents for the state registration

For the state registration of commercial and non-commercial organizations, including those with foreign investments, among others established by reorganization in the form of a spin-off, separation or merger, the following is to be submitted to the registering body:

  • an application for the state registration as in the form determined by the Ministry of Justice of the Republic of Belarus;
  • the statute (constituent contract, for a commercial organization which operates only on the basis of the constituent contract), in two copies, without notary attesting, its electronic copy (in the format .doc or .rtf);
  • a legalized extract from the commercial register of the country of foundation or another equivalent proof of the legal status of the organization in accordance with the legislation of the country of its foundation or a notarized copy of the specified documents (the extract shall be dated not later than a year before the submission of the application for the state registration), with a translation into the Belarusian or Russian language (the signature of the translator is to be certified by a notary), for the property owner, for the founders being foreign organizations;
  • a copy of the identity document, with a translation into the Belarusian or Russian language (the signature of the translator is to be certified by a notary), for the property owner, for the founders being foreign natural persons;  
  • the original or a copy of the payment document confirming payment of the state duty;
  • the original certificate of the state registration of the organization being reorganized in case of its reorganization by merger or separation.

Application for the state registration shall be signed by the property owner or the founders (participants) of the legal entity. If the number of founders (participants) of the commercial, non-commercial organization exceeds three, they have the right to authorize one of them to sign the application, which must be stated in the document confirming the intention of creating the commercial, non-commercial organization. If the property owner or founder (participant) is a legal entity, the application for the state registration is signed by the head of this legal entity or other person authorized by the statute (or by the constituent contract, for commercial organizations acting only on the basis of the constituent contract) or by the power of attorney to act on behalf of this legal entity. If the property owner or founder (participant) of the legal entity is an individual, an application for the state registration may be signed by another individual authorized by the power of attorney to act on behalf of the property owner or founder (participant) of the legal entity. 

If the documents for the state registration are submitted to the registering body directly by the persons specified above, the authenticity of the signatures on the application for the state registration shall be certified by the registering body`s authorized agent who accepted the documents. In other cases, the authenticity of the persons` signatures in the state registration application must be certified by a notary. 

When applying for the state registration the citizens are to submit identification documents and proof of their credentials if they represent a legal entity or an individual.  

The state registration is performed on the day of submission of the required documents. 

The certificate of the state registration according to the standard established by the Council of Ministers of the Republic of Belarus is issued not later than the working day following the day of submission of documents for the state registration. Within 5 working days from the day of entry of the record on the state registration of the economic entity to the Unified State Register of Legal Persons and Individual Entrepreneurs the registering body issues documents confirming putting on record in taxation bodies, bodies of state statistics, bodies of the Fund of Social Protection of Population of the Ministry of Labour and Social Protection, registration in the Belarusian Republican Unitary Insurance Enterprise “Belgosstrakh”. At wish of the legal entity the certificate of the state registration may be issued simultaneously with the above mentioned documents.

Grounds for refusal of the state registration

  • non-submission to the registering body of all the documents required for the state registration, determined by the legislation;
  • formalization of the application for the state registration with violations of the legislation requirements;
  • submission of the documents to an improper registering body.

Amount of the statutory fund

Commercial organizations independently determine the amount of the statutory funds (except for commercial organizations with foreign investment and commercial organizations for which the legislation establishes the minimum amount of the statutory fund). The statutory fund shall be announced in belarusian rubles. 

Declared in the statute (or in the constituent contracts, for commercial entities operating only on the basis of the constituent contracts), the statutory fund of a commercial organization shall be formed within 12 months from the date of its state registration, unless otherwise specified in legislative acts, or unless the shorter term of the statutory fund formation is stipulated in the statute (or in the constituent contracts, for commercial entities operating only on the basis of the constituent contracts). 

When contributing to the statutory fund of the commercial organization in the foreign currency in accordance with the established procedure it is exchanged at the Belarusian ruble’s official rate of the National Bank to the corresponding currency on the date the contribution was actually made. 

In case the statutory fund is formed by non-monetary contribution the cost of the non-monetary contribution shall be estimated. If the cost of the non-monetary contribution to the statutory fund of the commercial organization is estimated independently, assessment reliability is not provided. 

The commercial organizations which formed the statutory fund within the term stipulated in part 2 section 7 of the Ordinance of the President of the Republic of Belarus No 1 of January 16, 2009 “On State Registration and Liquidation (Termination of Activities) of Economic Entities” in smaller amount than that declared in their statutes (or in the constituent contracts, for commercial entities operating only on the basis of the constituent contracts) shall decrease the initially declared amount of the statutory fund down to the actually formed amount. The commercial organizations for which the law establishes the minimum amount of statutory fund shall decrease the amount of the statutory fund down to the actually formed amount, which cannot be lower than the minimum amount established by law. 

In case commercial organizations submit the documents to the registering body for state registration of the amendments and (or) additions in their statutes (or in the constituent contracts, for commercial entities operating only on the basis of the constituent contracts) connected with increasing of the amount of their statutory funds, the statutory funds of these organizations shall be formed in the amount according to the amendments and (or) additions unless otherwise is stipulated by the law. 

The minimum sizes of the statutory funds are determined in sums equivalent to: 100 base units, for closed joint-stock companies 400 base units, for open joint-stock companies In accordance with the Resolution of the Council of Ministers No 956 of December 27, 2018 1 base unit equals BYN 25,5. 

The minimum sizes of the statutory funds are determined in Belarusian rubles based on the amount of the base unit established on the day on which the statute (amendments and/or additions, connected with the change of the size of the statutory fund) are submitted to the registering body. 

The statutory funds of commercial organizations (banks, non-banking financial organizations, insurance companies, insurance agents, associations of insurers, state associations, open joint-stock companies created in the process of privatization of state-owned property) which are listed in section 2 of the Regulation are specified by the legislation). 

Commercial organizations that have been created as foreign-owned companies before the Law of the Republic of Belarus No 53-3 of July 12, 2013 “On investments (hereinafter referred to as the Law)” was adopted have a right to:

  • form the statutory fund in the amount stipulated by the statute (or by the constituent contract for commercial entities operating only on the basis of the constituent contracts) within two years since the Law entered into force in case the statutory fund hadn’t been formed in the stipulated amount on the date the Law entered into force;
  • change the amount of the statutory fund stated in the statute (or in the constituent contract, for commercial entities operating only on the basis of the constituent contracts) which shall not be less than the minimum amount stipulated by the legislation of the Republic of Belarus in the order required by the Law of the Republic of Belarus.