Company closure in Belarus
According to the statistics provided by the Ministry of Justice, for 2019, 48,251 business entities were registered in the Republic of Belarus (of which 10,813 were legal entities and 37,438 were individual entrepreneurs). At the same time, in relation to 32,896 business entities (10,496 legal entities and 22,400 individual entrepreneurs), an entry was made in the Unified State Register of Legal Entities and Individual Entrepreneurs about the beginning of the liquidation procedure, that is, the termination of activity. Thus, the figures themselves indicate a fairly high popularity of the liquidation process in our country. So let's figure out the main nuances of this procedure. This is extremely useful and for your personal peace of mind, and for the peace of the tax, regulatory authorities, so that in the future you do not have to bear unforeseen expenses in the form of fines and penalties.
Liquidation of a company in Belarus
General liquidation procedure
If you are the owner of the company or you are registered as an individual entrepreneur, then you just need to be aware of not only the ways of doing business, but also about the possible “pitfalls” that await you if you decide to terminate your company. It is worth noting that the reasons for this decision may be different: bankruptcy, the desire to simply «turn off the business» and retire, the need to move to another locality, and so on.
Legally a company can be liquidated in several ways: by reorganization in the form of mergers, acquisitions, separation, spin-offs, and transformations;
selling a business;
as a result of a decision of authorized state bodies (in particular, a court);
Offshore company transfer.
As a rule, the general list of documents includes: application, certificate, copies of passports of participants of the company or individual entrepreneur and director, power of attorney.
After making a decision on liquidation, that is, after signing the minutes of the general meeting of the company, the appointed liquidator or liquidation commission within 10 working days submits an application to the registering authority (executive committee). The statement does not need to explain in detail the reasons for the liquidation of a business entity; it is enough to point to "the inappropriateness of further economic activity." The registration authority makes an entry in the Unified State Register that the company or individual entrepreneur is in the process of liquidation.
The liquidation of a legal entity is considered completed, and the legal entity is liquidated from the date of the decision by the registering authority to make an entry in the Unified State Register of Legal Entities and Individual Entrepreneurs on the deletion of the legal entity from this register.
We turn to the definition of the concept of bankruptcy - this is the state of persistent insolvency of an organization or individual entrepreneur in the absence of the ability to correct this situation on their own. Well, by insolvency we, as a rule, understand the impossibility of satisfying the claims of creditors. It is worth noting that a creditor can be an individual and a legal entity, as well as a government agency.
In the process of bankruptcy, you will need such documents as a certificate, copies of passports of participants and directors, a power of attorney.
Bankruptcy fact determined by resolution e of the Economic Court. Recognition of a legal entity as economically insolvent (bankrupt) entails its reorganization (a set of measures to overcome the crisis) , and in the event of impossibility or absence of grounds for continuing activities, liquidation.
From three months, depending on the presence or absence of debt to creditors.
This is one of the most common ways to get rid of the company. You find the buyer, the necessary documents are compiled (sales contract, deed of transfer, balance sheet) and, in fact, the sales procedure is carried out. It should be remembered that there are nuances depending on the type of business company (LLC, OJSC, JSC), so be sure to consult with a competent lawyer when drafting such an agreement. For example, a contract for the sale of shares in a closed joint-stock company is subject to mandatory registration by a broker or depository. And non-compliance with the requirement of registration of the contract makes it invalid.
With witnessing, copies of passports of participants and the director, power of attorney, contract of sale.
From two months to a year.
The decision on the need for reorganization is made by the founders or authorized bodies. There are five types of reorganization.
Conversion. In this case, one organization turns into another.
Joining. This means that one or more legal entities join the already registered company.
Merger - when several legal entities become one.
Selection. In this situation, one or more organizations come out of the main.
Separation. One legal entity completes its activity and is divided into several "successors".
Reorganization is a very lengthy process, during which there is a change in the legal form of the original legal entity. Depending on the chosen form of reorganization, it will be necessary to draw up a deed of transfer or separation balance sheet. The deed of transfer and separation balance sheet should contain provisions on succession for all obligations of the reorganized legal entity with respect to all its creditors and debtors, including obligations disputed by the parties. These documents are approved by the owner of the property of the legal entity.
With a certificate of state registration, copies of passports of participants and directors, power of attorney.
From two days to six months.
Liquidation of a foreign representative office in Belarus
Before the closure of the representative office begins, the head office of the foreign company draws up a decision that reflects information on the liquidation procedure and data on the citizen acting as the liquidator of the representative office. Based on the decision, a duly executed power of attorney is issued to the liquidator. The liquidator may be the head of the mission or another citizen. Cases involving foreign persons are considered by a court considering economic cases. If aliens are located or reside outside the Republic of Belarus, then they are notified of the trial by a court ruling by sending an order to a justice institution or other competent authority of a foreign state. In such cases, the consideration of the case is extended by the court considering economic cases for the period established for sending orders to the justice institution or other competent authority of a foreign state, and in the absence of such a term in the contract or in the absence of the specified contract - for a period of not more than six months.
The package of documents includes the original permission to open a representative office, a statement on the absence of debts to the budget and the transfer of documents for storage to the archive, as well as a document on closing a bank account.
An average of 2.5 months or more.
A peculiarity of IP closure is the need for personal presence and personal property liability of an individual to creditors and (or) employees. The reason for the closure may be an initiative on the part of the executive committee, in case of non-implementation of commercial activity within 12 months or the personal will of the entrepreneur himself.
Act of tax audit (if you passed it before the start of the liquidation procedure); a seal or a statement of its absence; original certificate of state registration of an individual entrepreneur; notice of no payables.
When the IP closes at will, the entrepreneur should definitely clarify the inspection plan for the coming year. This plan is available on the website of the State Control Committee. If an individual entrepreneur check is scheduled, it will have to be completed on time and closed after it. If a scheduled check is not foreseen, then the entrepreneur himself must submit an application to the executive committee (to the same place where registration of the IP occurs).
When considering cases of economic insolvency (bankruptcy) of an individual entrepreneur, the following bankruptcy procedures may be applied: protection period - if necessary, the completion of pre-trial rehabilitation if it is not completed before the initiation of bankruptcy proceedings; bankruptcy proceedings - includes the procedure for completing the preparation of the case for trial, reorganization, liquidation proceedings, amicable settlement.
Usually from 3 to 6 months.
Features of the liquidation of legal entities in bankruptcy
Payments to creditors
It is worth noting that, according to the legislation of Belarus, settlements on obligations of the debtor arising from:
the requirements of individuals to whom the debtor is responsible for causing harm to their life or health;
payment of severance pay and labor remuneration of persons working (working) with the debtor under labor contracts;
Company liquidation services in Belarus
A sufficient number of companies offer this type of service, information about which can be found in the public domain on the Internet. You can also leave a request in advance on the website of the company of your choice, after filling out the electronic form. This will greatly save your time and help prepare an individual commercial proposal, based on the characteristics of your situation.
Basic laws on liquidation of companies
The Law of the Republic of Belarus No. 415-Z “On Economic Insolvency (Bankruptcy)” of July 13, 2012
Presidential Decree of 16 January 2009 No. 1 “On state registration and liquidation (termination of activity) of business entities”;
Code of Economic Procedure;
Presidential Decree of 8 April 2004 No. 175 “On issues of state registration and liquidation (termination of activity) of legal entities and individual entrepreneurs”;
Council of Ministers of the Republic of Belarus of 31 August 2011 No. 1164 “On some issues of state registration and liquidation (termination of activity) of business entities and amendments and additions to some resolutions of the Council of Ministers of the Republic of Belarus”;
Decree of the Council of Ministers of the Republic of Belarus of June 13, 2017 No. 446 “On Certain Issues of Suspension of the Activities of an Individual Entrepreneur”.
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