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”. 

Procedure of the state registration

Prior to submission to the registering body of the documents for the state registration, provided by the above Regulations, the owner of the property, founders (participants) of the commercial or non-commercial organization being created shall:  
  1. Agree the name of the commercial and non-commercial organization with the registering body;
  2. Determine the supposed place of location of the commercial and non-commercial organization, having regard to requirements of clause 5 of the Regulations on State Registration 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 Ordinance 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”;
  • A copy of the document duly certifying authority of the applicant; 
  • Permissions 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;
  • 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 (Stamp duty rate. Payment details);
  • The original certificate of the state registration of the reorganized organization 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 specimen 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 person, individual entrepreneur, 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).

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).

The commercial organizations which formed the statutory fund within the term stipulated in part 2 of the present section 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.  

Requirements for determining the size and the terms of forming the statutory funds of commercial organizations with foreign investments are established by the Investment Code of the Republic of Belarus.

The statutory funds of the commercial organizations with foreign investments shall be declared in US dollars. 

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

1 base unit equals BYN 21

The minimum sizes of the statutory funds of open and closed joint-stock companies 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.

On the moment of carrying out the state registration, the statutory funds of joint stock companies, other commercial organizations for which the minimum sizes of the statutory funds are established by respective legislation, shall be formed in the amount not less than the minimum size specified by the legislation).