Administrative Procedures Performed by the Legal-Organizing Department

State Registration of Amendments and (or) Additions

1. For the state registration of Amendments and (or) Additions in the statutes (or in the constituent contracts, for commercial entities operating only on the basis of the constituent contracts) of commercial and non-commercial organizations resulting from their reorganization in the form of a corporate reconstruction or inclusion as well 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;
  • 2 copies of the amendments or additions in the form of addendum to the statute (constituent contract for a commercial organization which operates only on the basis of the constituent contract) without notary attesting, their electronic copy (in the format .doc or .rtf). At wish the commercial/ non-commercial organization may present the restated statute/ constituent contract;
  • the original certificate of the state registration in case the corporate name has been changed, the original certificate of the state registration of the included organization in case it was reorganized in the form of inclusion, the original certificate of the state registration in case the organization was reorganized in the form of a corporate reconstruction;
  • 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) in case the property owner or the members have changed and the new owner or a member being a foreign natural person;
  • the original or a copy of the payment document confirming payment of the state duty

  • The application that is submitted for the state registration of the amendments and additions in the statute of the legal entity (constituent contract for a commercial organization which operates only on the basis of the constituent contract) is to be 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 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. 

    Amendments and (or) additions in the Statute of the legal entity or in the constituent contract for a commercial organization (for commercial organizations which operate only on the basis of the constituent contract) shall be registered by a notary. 

    A notary can register:
      
  • a legal entity;
  • amendments and (or) additions in the Statute of the legal entity or in the constituent contract for a commercial organization (for commercial organizations which operate only on the basis of the constituent contract) shall be registered by a notary;
  • an individual entrepreneur;
  • amendments in the certificate of state registration of an individual entrepreneur.
  • The notary is presented the same documents as the registering body. 

    Any notary can be chosen for registration regardless of place of residence of the applicant (location of the legal entity).

    The list of notary offices is in the web site of the Notary Chamber of Belarus www.belnotary.by in the “Find the Notary” field.

    For reference 
    In accordance with the Law of the Republic of Belarus “On Counteraction to Monopolistic Activity and Development of Competition” (hereinafter referred to as the Law) legal entities must secure the consent of the anti-monopolistic body when stipulated by the legislation. For example, the consent must be secured when reorganizing dominating economic entities to the form of joint-stock companies. Moreover, the consent must be secured in the following cases as well:
  • reorganizing of the commercial organizations in the form of inclusion or merger;
  • foundation of a commercial organization with the contribution to its statutory fund in the form of stocks (share in its statutory fund) and/ or other kinds of property of another commercial organization, or if the commercial organization being established purchases stocks (shares in the statutory fund) and/ or other kinds of property of another commercial organization on the basis of the act of transfer and acceptance and spin-off balance sheet;
  • creating alliances of economic entities in the form of holdings, associations and state unions.
  • The consent of the anti-monopolistic body in the above mentioned cases must be secured if:
  • balance sheet asset either of one of the commercial organizations being reorganized or one of the founders of the organization being formed with the legal entity as a founder or of the associations of economic entities based upon the reported financials as of the last reporting date prior to the date of submitting the application to the anti-monopolistic body exceeds 100 base units;
  • the total volume of revenue either of one of the commercial organizations being reorganized or one of the founders of the commercial organization being formed with the legal entity as a founder or of the associations of economic entities being created from disposal of goods of the end of the reporting year prior to the year of reorganization or creation exceeds 200 thousand base units;
  • one of the mentioned entities is included to the State Register of Dominating Economic Entities or State Register of Natural Monopoly Entities.
  • The document that proves consent of the anti-monopolistic body is issued as stipulated by the Resolution of the Council of Ministers of the Republic of Belarus No 156 of February 16, 2012 “On Approval of the Consolidated List of Administrative Procedures Performed by the State Bodies and other Organizations Regarding Legal Entities and Individual Entrepreneurs, Making Additions to the Resolution of the Council of Ministers of the Republic of Belarus No 193 of February 14, 2009 and on Annulment of Some Decrees of the Council of Ministers of the Republic of Belarus” (sub-sections 2.3, 2.5 and 2.71 of section 2 of the consolidated list). On January 26, 2016 amendments and additions in the Civil Code of the Republic of Belarus and the Law of the Republic of Belarus “On Economic Companies” (the Law of the Republic of Belarus of July 15, 2015 “On Making Amendments and Additions in Some Laws of the Republic of Belarus on Economic Companies”, hereinafter referred to as the Law) enter into force. 

    The basic changes of the Law are:

  • the possibility to found an economic company by one member;
  • the possibility to conclude shareholder’s agreements (participation agreement of the members of the limited liability company) which allow the stockholders (members) establish additional (compared to those substituted by the legislation) rights and restrictions for each other referring management, foundation, activity, reorganization and liquidation of the company;
  • additional responsibilities of the executive body of the society when preparing for the annual general meeting of the members (stockholders);
  • specification of the concept of ”the deal” in the process of normal business
  • Please note that:
  • decisions of a one-member economic company are formalized in an act rather than in minutes;
  • the economic company can’t have another one-member economic company as its only member;
  • a one-member economic company can be reconstructed either to an economic company with a different business form and kind or to a unitary enterprise;
  • liquidation of a legal entity being the only member of an economic company causes the liquidation of the company;
  • only the reorganized company or its members can act as founders of the legal entities that were founded in the process of spin-off;
  • if the economic company decides to reduce the amount of the statutory fund it must either submit a written notice to the lender or post the information on an official website of the juridical journal of research and practice “Justice in Belarus” within 30 days since the decision was made.

  • According to article 3 of the Law the economic companies that had been registered before the Law entered into force – i.e., before January 26, 2016, must make the amendments and additions since then in accordance with the Law.  

    Until the statutes of economic companies are brought in compliance with the Law they don’t contradict the Law.

    If the amendments or additions that are made in the statutes of the economic companies refer only to bringing them in compliance with the Law according to sub-section 8.2 section 8 of article 257 of the Tax Code of the Republic of Belarus economic companies are exempt from the payment of state duty for registering such amendments and (or) additions.

    2. For state registration of amendments and (or) additions that have been made in the certificate of state registration of an individual entrepreneur the following is submitted to the registering body:
  • an application for state registration of amendments and additions;
  • the original of the certificate of the state registration;
  • a photo of the individual entrepreneur;
  • an original or a copy of the document proving payment of the state fee.

  • During state registration of the amendments and (or) additions made in the certificate of state registration of an individual entrepreneur the application for state registration is signed by the individual entrepreneur. If the documents for the state registration are submitted to the registering body directly by the person 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. 

    Notification of Change of Address of Commercial/ Non-commercial Organizations

    If a commercial or non-commercial organization changes its address it must notify the registering body in accordance with the form approved by the Ministry of Justice within 10 days. 

    Notification of the Appointment or Change of the Head of the Organization 

    Commercial and non-commercial organizations except for banks, non-banking financial organizations, insurance companies, insurance agents, associations of insurers are to submit to the registering body for the locality of an organization the notification of the appointment or change of the head of the organization or other person authorized by the statute to act on behalf of this organization in accordance with the form approved by the Ministry of Justice within 10 days. 

    Liquidation of a Legal Entity

    Upon liquidation of a legal entity by the decision of the owner (founders, members) of the property or by the decision of the body of the legal entity, authorized by the statute (constituent contract for commercial organizations which operate only on the basis of the constituent contract) the following is to be submitted to the registering body:
  • the application for liquidation as in the form determined by the Ministry of Justice, specifying the information on the procedure and terms of liquidation, members of the liquidation commission, its Chairperson or appointment of the liquidator. An application for liquidation is signed by the Chairman and members of liquidation commission (if the liquidation commission is appointed) or liquidator (if a liquidator is appointed). If the chairman of the liquidation commission (liquidator) is a legal entity, an application for liquidation is signed by the head of this legal person or by another person authorized in accordance with the statute (constituent contract for commercial organizations which operate only on the basis of the constituent contract) to act on behalf of that legal entity.
  • the decision on liquidation. The decision written in a foreign language shall be translated into the Belarusian or Russian language (the signature of the translator is to be certified by a notary).
  • legalized extract from the trading register of the country of the foundation of the company or another equivalent proof of the legal status of the organization in accordance with the legislation of the country of its establishment (the extract shall be dated not later than one year prior to the submission of the application for liquidation) with its translation into the Belarusian or Russian language (the signature of the translator is to be certified by a notary) – for owners of the property (founders, members) which are foreign organizations.

  • "Information about liquidation (termination of activities) of economic entities is placed on the official website of the juridical journal of research and practice “Justice in Belarus” (www.justbel.info)"

    The procedure of publication of information about liquidation (termination of activities) of economic entities is presented in the regulations approved by the 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 and additions in some resolutions of the Council of Ministers of the Republic of Belarus" (as amended by the Decree of the President of the Republic of Belarus No2 of January 24, 2013 "On making amendments and additions in the Decree of the President of the Republic of Belarus No 1 of January 16, 2009"). 

    Payment details: 
    Institution "Editorial Board of the juridical journal of research and practice “Justice in Belarus”", the UNP 101473130 
    220004, Minsk, Kalvariyskaya str., 1-1, room 703 
    BY97AKBB30150000008730000000 in Belarusbank, 
    AKBBBY2X BIC 
    220089, Minsk, prosp. Dzerzhinskogo, 18.

    The application can be submitted by 
    fax: (017) 306-53-69, (017) 200-02-46 
    e-mail: justbel@tut.by  
    mail: 220004, Minsk, Kalvariyskaya str., 1/1, room 703. 
    contact phone: (017) 226-49-05, 226-49-03 

    You can also fill in the electronic application for publication of the information on liquidation. When the liquidation process is over the liquidation commission (liquidator) is to submit the following to the registration body:
  • seals of the organization or the application of the owner of the property (founders, members) stating that the seals haven't been produced or information about publishing ads for their loss;
  • liquidation balance sheet signed by the members of the liquidation Commission (liquidator) and approved by the owner of the property (founders, participants) or body of the commercial organization authorized by the Charter (Foundation agreement – for commercial organization acting only on the basis of the constituent contract);
  • the original certificate of state registration of a legal entity or an application about its loss including information about publishing an ad about the loss.

  • Providing Information from the Unified State Register of Legal Entities and Individual Entrepreneurs. 

    Registering bodies in the order stipulated by the Instruction about the order of maintaining the Uniform State Register of legal entities and individual entrepreneurs approved by Decree of the Ministry of Justice of the Republic of Belarus No 25 of March 10, 2009 "On approval of the Instruction about the order of maintaining the Uniform State Register of legal entities and individual entrepreneurs" may provide on request the information from the Uniform State Register database ( its territorial part).

    To obtain the information from the Uniform State Register it is necessary to submit the application and the document confirming payment of state duty in the established amount to the registering body. 

    The information in the Unified State Register is available for general public with the exception of information constituting state secrets, banking and commercial secrets. 

    The information on place of residence of the owners of the property (founders, members) - of individuals, the information of the identification document; the place of residence, contact telephone numbers, the information of the identification document of the head of the legal entity; the information of the identification document of the individual entrepreneur are provided only at the request of the court, law enforcement and regulatory authorities. 

    If neither the Uniform State Register nor territorial registers contain information on a requested legal entity or an individual entrepreneur or if it is impossible to determine the legal entity or the individual entrepreneur from the inquiry the information letter reports about the absence of the requested information.