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对企业法人创办企业相关文件作出修改

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对企业法人创办企业相关文件作出修改

    According to paragraph 22 of the Regulations on state registration of business entities, approved by Decree of the President of the Republic of Belarus No 1 of January 16, 2009 "On state registration and liquidation (termination of activity) of business entities " (hereinafter referred to as the Decree):

    • commercial and non-commercial organizations within two months must make changes and (or) additions to their statutes (constituent contracts - for commercial organizations operating only on the basis of constituent contracts) and submit them for state registration in case of change of the name, change of property owner or change of membership of the organization (except for joint stock companies, owners' associations, consumer cooperatives, horticultural associations, associations (unions), state associations, chambers of commerce and industry). Commercial organizations that have not formed the statutory fund within the period stipulated by the Decree must amend their statutes (constituent contracts - for commercial organizations operating only on the basis of constituent contracts) within two months in accordance with the Decree;
    • in case of change of location of a commercial or non-commercial organization such organization shall send a notification to the registration body as stipulated by the Ministry of Justice within ten working days from the date of change of location;
    • commercial and non-commercial organizations, except for banks, non-bank credit and financial organizations, insurance organizations, insurance brokers, associations of insurers must submit the corresponding notification of the appointment (replacement) of the head (other person authorized in accordance with constituent documents to act on behalf of the organization) as stipulated by the Ministry of Justice to the registration body at the location of the organization within ten working days from the date of such appointment (replacement).

    For state registration of changes and (or) additions made to the statutes of commercial and non-commercial organizations (constituent contracts – for commercial organizations operating only on the basis of constituent contracts), including changes or additions made due to reorganization in the form of transformation and accession, the following documents shall be submitted to the registration body:

    • application for state registration as stipulated by the Ministry of Justice of the Republic of Belarus ( see the example for a commercial organization is here, the example for a non-profit organization is here);
    • 2 copies of amendments and (or) additions in the form of addendum to the Statute (constituent agreement - for a commercial organization acting only on the basis of the constituent agreement) without notarial certification, and their electronic copy (in the.doc or .rtf format). At the request of a commercial, non-commercial organization the Statute (constituent contract) can be amended;
    • original certificate of 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;
    • legalized extract from the trade register of the country of establishment or other equivalent proof of the legal status of the organization in accordance with the legislation of the country of its establishment 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 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 amount of state duty. Payment details). The state duty can be paid via Single Settlement and Information Space system. In accordance with section 4 of paragraph 6 of article 287 of the Tax Code if the payment of state duty was made via Single Settlement and Information Space system the payer must tell the account number of the transaction in the SSIS upon applying to the body that charges the state duty.

    The application that is submitted for state registration of the amendments and additions to 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 another person authorized by the statute (by the constituent contract) or by the power of attorney to act on behalf of this legal entity. If the documents for state registration are submitted to the registration body by the persons specified above, the authenticity of the signatures on the application for state registration shall be certified by the registration 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 state registration the applicants are to submit identification documents and documents that reassert their authority in case they represent a legal entity or a natural person.

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

    A notary can register:

    • a legal entity;
    • amendments and (or) additions to the Statute of the legal entity or to the constituent contract (for commercial organizations which operate only on the basis of the constituent contract);
    • an individual entrepreneur;
    • amendments to the certificate of state registration of an individual entrepreneur.

    The notary is presented the same documents as the registration 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 can be viewed on the website of the Notary Chamber of Belarus belnotary.by in the "Find a notary" section.

    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 commercial organizations in the form of inclusion or merger;
    • establishment of commercial organizations 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, alliances and state unions.

    However, the consent of the anti-monopolistic body in the above mentioned cases must be secured if:

    • balance sheet of assets of one of the commercial organizations being reorganized or one of the founders of the organization being established 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 thousand 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 established with the legal entity as a founder or of the associations of economic entities being created from sale of goods at the end of the reporting year prior to the year of reorganization or establishment 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 Resolution of the Council of Ministers of the Republic of Belarus No 156 of February 17, 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 to 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 to Some Laws of the Republic of Belarus on Economic Companies” (hereinafter referred to as the Law) enter into force. 

    The main innovations of the Law are:

    • possibility to create a business company by one member;
    • he 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);
    • clarification of the concept of ”the deal” in the ordinary course of business, etc.

    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 being made to the certificate of state registration of an individual entrepreneur the following is submitted to the registration body:

    • an application for state registration of amendments and additions;
    • the original certificate of state registration;
    • a photo of the individual entrepreneur;
    • an original or a copy of the document proving payment of the state duty.  (The amount of state duty. Payment details). The state duty can be paid via Single Settlement and Information Space system. In accordance with section 4 of paragraph 6 of article 287 of the Tax Code if the payment of state duty was made via Single Settlement and Information Space system the payer must tell the account number of the transaction in the SSIS upon applying to the body that charges the state duty.

    During state registration of the amendments and (or) additions to the certificate of state registration of an individual entrepreneur the application for state registration is signed by the individual entrepreneur. If the documents for state registration are submitted to the registration body by the person specified above, the authenticity of the signature on the application for state registration shall be certified by the registering body`s authorized agent who accepted the documents. In other cases, the authenticity of the persons` signature in the application for state registration must be certified by a notary. When applying for state registration the applicants are to submit identification documents and documents that reassert their authority in case they represent a legal entity or a natural person.

    Please note that a notary can register changes to the certificate of state registration of an individual entrepreneur.

    In this case the notary shall be presented the same documents as those submitted to the registration 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 can be viewed on the website of the Notary Chamber of Belarus belnotary.by in the "Find a notary" section.