Registration of new business entity is a multi-stage step-by-step process that requires some preparatory work. Before applying to competent authorities the founders of the new legal entity must conduct a number of organizational procedures and prepare a package of relevant documentation in accordance with the requirements of the Belarusian legislation. The procedure for registration of business entities is fixed in Decree No. 1 of January 16, 2009 “On State Registration and Liquidation (Termination) of Business Entities”
Among the main procedures you need to perform we can distinguish the following ones:
1. Coordination with the registration authority on the name of commercial (non-commercial) organization;
2. Determination of the prospective location of a commercial (non-profit) organization;
3. Making a decision on the establishment of a commercial (non-profit) organization;
4. Drafting constitutional documents;
5. Processing payment of state fee for registration (unless otherwise stipulated by legislation).
In accordance with the Regulation on the Procedure for the Harmonization of Names of Commercial and Non-Commercial Organizations, the following applicants can apply to the registration authorities for the coordination of names of legal entities:
- for legal entities established by the owner of property (an individual) - an individual or his representative acting under the power of attorney;
- for legal entities created by the founder (another legal entity) - the head of this legal entity or other person authorized to act on behalf of the organization under constitutional document or a representative of the founder entity acting on the basis of a power of attorney;
- for acting legal entities - the head of this legal entity, as well as another person authorized to act on behalf of the organization under its constitutional document or another representative acting on the basis of a power of attorney.
You can apply for the name such ways:
- by submitting an individual petition of the applicant to the registration authority (the applicant must also attach a document proving his identity);
- by sending documents by post;
- by submitting documents via electronic form in accordance with the established procedure (only for the founders - citizens of the Republic of Belarus).
This procedure of fixing the name up is free.
Establishment of a Unitary Enterprise is made by decision of the founder, in contrast to the decision to create an LLC or ODL, which is rendered by the minutes of the meeting of founders and the minutes of the constituent assembly.
In addition to the decision to create a business entity it is also necessary to prepare and approve its charter. We advise you to approach this procedure responsibly, because the charter should not constitute a set of "extracts" from normative legal acts. Each clause should be reviewed individually and the charter should provide for a detailed procedure on dealing with situations that may arise in the future in order to reduce the risks of corporate disputes.
The application for state registration is drawn up in accordance with the form established by the Ministry of Justice of the Republic of Belarus. The application forms can be downloaded on the Minsk City Executive Committee website - http://minsk.gov.by.
When submitting an application for state registration, citizens submit ID and documents confirming their authorities in case they act on behalf of a legal or natural person. In case of representing the interests of a foreign legal entity, a copy of notarized power of attorney should also be provided.
According to Appendix No. 22 to the Tax Code of the Republic of Belarus the amount of the state fee for the performing the relevant registration procedures is tied to the established base unit.
For the 2022 it varies up to 1 base unit.
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