Legislation

STATE REGISTRATION of a Legal Entitiy

PROCEDURE OF STATE REGISTRATION

State registration is carried out in accordance with the Regulation on State Registration of Legal Entities, approved by the Decree of the President of the Republic of Belarus as of January 16, 2009 No. 1 "On State Registration and Liquidation (Termination of Activities) of Legal Entities".

Before submitting the documents for state registration to the registering authority, the owner of the property, the founders (participants) of a commercial or non-commercial organization must:

  1. get approval from the registering authority of the name of the organization (procedure for approval);
  2. determine the intended location of the organization within the boundaries of the FEZ;
  3. decide to create the organization and prepare its Constitution (Founders Agreement)- for a commercial organization acting only on the basis of the memorandum of association).
Following documents must be submitted to the registering authority for the approval of the name of the organization:

  • application (download);
  • a copy of the document confirming credentials of the applicant, in case of presentation of documents by representatives of a legal or natural person;
  • permission to use surnames, pseudonyms of well-known persons or use of names in cases established by law.

Submission of documents to the registration authority is carried out either by personal appeal or in electronic form.
There is no fee for the names approval.

The list of documents to be submitted to FEZ Gomel-Raton Administration for the for state registration of a legal entity:

  • application for state registration (form for a commercial organization, form for a non-profit organization);
  • Constitution (Founders Agreement) in duplicate without notarial certification and its electronic copy (in .doc or .pdf format);
  • legalized extract from the trade register of the country of the institution 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 these documents (the extract must be dated no later than one year before the date of application for state registration) with a translation into Belarusian or Russian language (the translator's signature is to be notarized) - for the owner of the property, the founders, which are foreign organizations;
  • a copy of an identity document with a translation into Belarusian or Russian (the translator’s signature is to be notarized) - for the owner of the property, founders who are foreign individuals;
  • the original or a copy of the payment document confirming the payment of the state fee (payment of the fee). State fee could be paid using UPIS (United Payment and Information Space).

Additional Information

Registration through a notary
Opening a current account
About not using a stamp

REASONS FOR FAILURE TO GET STATE REGISTRATION

  • failure to submit all the necessary documents for the relevant state registration to the registering authority;
  • execution of the application for the relevant state registration in violation of the requirements of the law;
  • submission of documents to an improper registration authority.

STATE REGISTRATION OF CHANGES AND (OR) ADDITIONS

For state registration of changes and (or) additions made to the constitutions of commercial and non-profit organizations (Founders Agreement for commercial organizations operating solely on its basis), including in connection with reorganization in the form of transformation and accession, submit to the registering body:

  • application for state registration using official forms approved by the Ministry of Justice of the Republic of Belarus (download for a commercial organization, download for a non-profit organization);
  • changes and (or) additions in duplicate, which are to be added to Constitution (Founders Agreement) without notarial certification and its electronic copy (in .doc or .rtf format). At the request of a commercial, non-profit organization, the Constitution (Founders Agreement) may be submitted in a new edition;
  • the original of the certificate of state registration in the event of a change in the name of the organization; the original of the certificate of state registration of the affiliated organization in case of reorganization in the form of affiliation; the original of the certificate of state registration in the case of reorganization of the organization in the form of conversion;
  • legalized extract from the trade register of the country of the institution 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 these documents (the extract must be dated no later than one year before the date of application for state registration) with a translation into Belarusian or Russian language (the translator's signature is to be notarized) - for the owner of the property, the founders, which are foreign organizations;
  • a copy of an identity document with a translation into Belarusian or Russian (the translator’s signature is to be notarized) - in case of a change in the owner of the property, a change in the composition of the participants, if the new owner of the property, the participant is a foreign individual;
  • the original or a copy of the payment document confirming the payment of the state fee (payment of the fee).
During state registration of changes and (or) additions made to the constitution of a legal entity (founders agreement for a commercial organization operating only on its basis), an application for state registration shall be signed by the head of the legal entity or another person authorized in accordance with the constitution (founders agreement) or power of attorney to act on behalf of this legal entity. If documents for state registration are submitted to the registering body directly by persons indicated earlier, the authenticity of the signatures on the application for state registration shall be certified by an authorized officer of the registering body who received the documents. In other cases, the authenticity of the signatures of persons on the application for state registration must be notarized. When applying for state registration, citizens submit identity documents, as well as documents confirming their authority, if they represent the interests of a legal or natural person.

For state registration of changes and (or) additions made to the constitution of a legal entity (founders agreement for a commercial organization operating solely on its basis) can be addressed to a notary.

By contacting the notary, you can register:

  • a legal entity;
  • changes and additions made to the constitution of a legal entity (founders agreement - for commercial organizations operating only on its basis) of a legal entity;
  • individual entrepreneur;
  • changes made to the certificate of state registration of an individual entrepreneur.

In this case, the same documents which are submitted to the registering authority are submitted to the notary.

You can apply to any notary, regardless of the applicant's residence (the location of the legal entity).

A full list of notary offices can be found on the website of the Belarusian Notary Chamber www.belnotary.by in the section “Find a Notary”.

For reference

In accordance with the Law of the Republic of Belarus “On counteracting monopolistic activities and the development of competition” (hereinafter referred to as the Law), legal entities are obliged to obtain the consent of the antimonopoly authority in cases established by the Law.

For example, such consent is necessary in the reorganization of economic entities that hold a dominant position in the commodity market, in the form of transformation into joint-stock companies.

In addition, the specified approval is obligatory in the following cases:

  • reorganization of commercial organizations in the form of mergers and acquisitions;
  • creation of commercial organizations, if shares (equity interests) and (or) other property of another commercial organization or a commercial organization being acquired acquires shares (equity interests) and (or) other property of another commercial organization for a contribution to its authorized capital on the basis of the transfer act or separation balance sheet;
  • creation of associations of economic entities in the form of holdings, associations, unions, state associations.

Notification of change of location of commercial, non-profit organizations

In the event of a change in the location of a commercial or non-profit organization, such organization is obliged to send a notice to the registering authority within ten working days from the date of change of location using the form established by the Ministry of Justice.

Notification of appointment (replacement) of a head of a legal entity

Commercial and non-profit organizations (with the exception of banks, non-bank credit and financial organizations, insurance organizations, insurance brokers, associations of insurers) are required to submit a notice of the appointment (replacement) of the head (another person authorized in accordance with the constituent documents act on behalf of the organization) within ten working days from the date of such appointment (replacement) to the registering authority (at the location of the organization).

How to get information from the Unified State Register of Legal Entities and Individual Entrepreneurs (USR).

Registering authorities in the order specified by the Instruction on the procedure for maintaining the Unified State Register of Legal Entities and Individual Entrepreneurs, approved by the Decree of the Ministry of Justice of the Republic of Belarus of March 10, 2009 No. 25 “On Approving the Instruction on the Procedure for Conducting the Unified State Register of Legal Entities and Individual Entrepreneurs” may provide information contained in the USR database at the request of interested  parties.

In order to receive information from the USR, an application and a document confirming the payment of the state duty in the established amount (payment of the fee) is to be submitted to the registering body.

Time needed to provide information from the USR:

  • at the request of legal entities - 7 calendar days from the day following the day the request was submitted;
  • at the request of individuals - 5 calendar days from the day following the day the application was submitted.

A sample of filling in the application for information from the USR for individuals.

A sample of filling in the application for information from the USR for legal entities.

LIQUIDATION (TERMINATION OF ACTIVITIES) OF LEGAL ENTITIES

Liquidation of legal entities and individual entrepreneurs is carried out in accordance with the Civil Code of the Republic of Belarus and the Regulation on the liquidation (termination of activities) of legal entities, approved by Presidential Decree of January 16, 2009 No. 1 (hereinafter - the Regulation).

If a decision to liquidate a legal entity is made, the property owner (participants, founders) of this legal entity appoints a liquidation commission (liquidator),  distributes duties between the chairman and members of the liquidation commission (in case of appointment of a liquidation commission) and establishes the procedure and terms for liquidation. At the same time, the period of liquidation (termination of activities) may not exceed nine months from the date of the adoption of the decision on liquidation (termination of activities) with the right to extend it, but not more than twelve months.

If a liquidated legal entity has debts to creditors, the owner of the property (founder, participant), the head of this legal entity cannot be appointed as the chairman of the liquidation commission (liquidator). Requirements for persons who may be appointed by the chairman of the liquidation commission (liquidator) in this case are determined by Resolution of the Council of Ministers of the Republic of Belarus of April 24, 2013 No. 314 “On some issues of appointing the chairman of the liquidation commission (liquidator)”.

Before submitting the documents to the chairman of the liquidation commission (liquidator), the individual entrepreneur who terminates the activity must:

  • to decide if  appealing to the auditor for an independent assessment of its activities (Resolution of the Council of Ministers of the Republic of Belarus of July 4, 2017 No. 500 “On some issues of the provision of independent assessment services to legal entities (individual entrepreneurs) by auditors in their liquidation (termination of activities)") is necessary;
  • pay for the services of the Editorial Office of the magazine “Justice of Belarus”

The chairman of the liquidation commission (liquidator) of the legal entity, / individual entrepreneur must submit the following documents to the registering body within 10 working days from the date of the decision on liquidation (termination of activities):

Chairman of the liquidation commission (liquidator) of a legal entity:

  • application for liquidation of a legal entity;
  • Decision on liquidation of a legal entity (a decision drawn up in a foreign language must be translated into Belarusian or Russian (the translator’s signature is to be notarized);
  • 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 document with translation into Belarusian or Russian (the translator’s signature is notarized) - if the property owner (founders, participants) of a legal entity is a foreign organization.
In this case, the employee of the registering body must be presented:

  • an identity document;
  • a document confirming authority, if an authorized person acts on behalf of a legal entity;
  • a document confirming payment for the services of the Editorial Office of magazine “Justice of Belarus”.
Individual entrepreneur

application for termination of the activity of an individual entrepreneur;
in this case, the employee of the registering body must be presented:

  • identity document;
  • a document confirming authority, if an authorized person acts on behalf of an individual entrepreneur;
  • a document confirming payment for the services of the Editorial Office of magazine “Justice of Belarus”.
The documents necessary for the start of the liquidation procedure can be submitted to the registering authority both through personal contact and electronically through the USR web portal.

In this case, the application for liquidation of the legal entity (termination of the activity of the individual entrepreneur) is filled out on the USR web portal and signed with an electronic digital signature. The required documents in the .pdf format are also attached to the application for liquidation of the legal entity.

Information on the liquidation (termination of activities) of a business entity is posted on the official website of the journal “Justice of Belarus” as a result of electronic interaction between the registering authority and this journal.

To complete the liquidation procedure (termination of activities) of a business entity, it is necessary to:

Chairman of the liquidation commission (liquidator) of the legal entity must:

1. deposit documents in the archive, including those on personnel, confirming the work experience and the remuneration of its employees;

2. submit to the registering authority:

  • liquidation balance signed by members of the liquidation commission (liquidator) and approved by the owner of the property (founders, participants);
  • original certificate of state registration of a legal entity or a statement of the owner of the property (founders, participants) about its loss, with information about the publication of the announcement of the loss.

Individual entrepreneur must:

1. deposit documents in the archive, including personnel papers, confirming the work experience and remuneration of its employees (in case individuals were  employed with use of contracts);

2. submit to the registering authority:

  • notification of an end of termination process with information on the completion of settlements with creditors and the absence of accounts payable in the prescribed form;
  • the original certificate of state registration of an individual entrepreneur, and in his absence, a statement about his loss, with information on the publication of the announcement of the loss.

Applications on state registration of legal entities, changes and additions made to the Constitution (Founders Agreement) of legal entities, coordination of names, issuance of extracts from the USR, liquidation of business entities should be addressed to:

17, Fedyuninsky st., room. 305,

tel .: +375232 68-27-47,
e-mail: spr@gomelraton.com

Work hours: Mon-Fri
from 9:00 to 13:00
from 14:00 to 17:00

All necessary information on the procedure for creating commercial and non-profit organizations (individual entrepreneurs), having names approved, providing information from the USR, liquidating organizations, as well as relevant forms of documents (forms) can be found on the website of the Ministry of Justice of the Republic of Belarus www.minjust.gov.by  and USR portal www.egr.gov.by