Open company in Belarus
The existence of a successful business requires a competent and planned approach to its opening and state registration. The wrong choice of organizational and legal form and ignorance of the legislation can lead to financial losses and other troubles. Before starting to create your own company, it is recommended to familiarize yourself with the opportunities of opening a in the Republic of Belarus.
Types of companies in Belarus:
1) Closed Joint Stock Company (CJSC);
2) Unitary Enterprise (UE);
3) Open Joint Stock Company (OJSC or Public company);
4) Limited Liability Company (LLC);
5) Additional Liability Company (ALC).
The most common organizational and legal forms of a company
A limited liability company (LLC) is a business company in which the authorized capital consists of any number of shares. Such a company may own property and it is responsible for all its obligations.
LLC is the most popular form of company in the country. Its prevalence is brought about the lack of a minimum size of the authorized capital, as well as the possibility of registering an LLC with one participant.
An open joint stock company (OJSC) is an organization in which the authorized capital consists of shares.
A feature of such a company is the ease of buying and selling shares. When the rights to shares are transferred from one person to another, the initial capital does not change.
The owner of OJSC shares can transfer them to any person without obtaining permission from other shareholders.
The main feature of an additional liability company (ALC) from an LLC is that the first has additional liability of the founders.
Such additional responsibility takes place within the framework established by the charter of the ALC, but not less than 50 base values. The founders are responsible for the losses of the company up to the value of their contributions. In contrast to LLC, subsidiary liability of participants may also be provided.
A closed joint stock company (CJSC), like an OJSC, constitutes an authorized capital of shares. It is impossible to sell its shares without the consent of other shareholders. Moreover, other shareholders of the CJSC have the right of pre-emptive purchase of shares if one of the owners wishes to sell them.
When there are more than 50 shareholders, the CJSC needs to reorganize into an OJSC.
A private unitary enterprise (UE) is a company established by one person, who owns all the property of the UE. The property belongs to the private unitary enterprise and cannot be divided.
This type of organization can be registered in a r building owned by the founder.
The founder of the UE is not responsible for the obligations of such an enterprise.
An individual entrepreneur (IE) is an individual who carries out commercial activities.
The money earned is distributed by the owner at his discretion.
An individual entrepreneur is not a company and is registered at the place of registration of the founder.
Formation of the statutory fund
The statutory fund represents a certain amount of funds that the founders of the organization contribute to ensure its work.
The exact amount of the authorised capital is prescribed in the constituent document of the company. It is equivalent to the statutory fund minus accounts receivables.
The size of the statutory fund is set by the owners, but a minimum limit is set for CJSC and OJSC. For open - 400 basic units, and for closed - 100 basic units.
All members of the company contribute a certain part to the statutory fund of the company. Within a year after state registration, the fund must be fully formed.
Deposits can be both in the form of cash and other material values, including property rights, but a preliminary assessment is requiered. The complete formation of the statutory fund exclusively from non-monetary contributions is prohibited.
Required number of participants
The required number of participants is determined by the choice of the organizational and legal form.
For CJSC, LLC, ODO, the maximum limit of participants is 50 persons, while for OJSC it is not limited.
A private unitary enterprise can only consist of one owner.
The presence of constituent documents is mandatory for companies. They can be presented in the form of articles of association.
In the constituent document, it is necessary to indicate the name of the organization, place of registration, purpose of activity, management procedure and other data established by the legislation of the Republic of Belarus.
Legal address of the company
The IE legal address is a place of registration of the founder.
As for companies, the legal adress can only be non-residential premises, with the exception of private unitary enterprises.
When registering a private unitary enterprise in a residential building, it must belong to the founder on the right of ownership, or it must be registered there (but still with the consent of the owner).
Company registration procedure
The state registration of a company takes place on the day of submission of documents to the executive committee or on the next working day. The registration period depends only on the speed of preparation of a complete set of documents required for registration by the founder.
In order to register a company, it is necessary to pay a state fee in the amount of 1 base value, and if there are disabled founders in the amount of more than 50 percent - 0.8 base value.
Preparation of documents
In order to successfully register a company with a government agency, the following documents must be prepared:
- Constituent document (2 copies and an electronic copy);
- Legalized extract from the commercial register of the country of establishment (with a date not later than 1 year) with a notarized translation into the national language, if the founder is a foreign organization;
- A copy of the identity document with a notarized translation into the national language, if the founder is a foreign citizen;
- Invoice for payment of state fees.
Submission of documents to the registration office
After all the necessary documents have been collected, the organizational and legal form, location and name have been agreed upon, the documents are submitted to the registration office at the place of the location of the company.
This registration office affixes a stamp on the constituent document and returns one copy of the constituent document to the appropriate person, then the registration office enters information on the state registration of a business company in the register.
The company is considered registered from the moment a stamp is applied to the constituent document and an entry on the state registration of a company is made in the Unified State Register of Companies and Individual Entrepreneurs.
Obtaining registered documents
A certificate of state registration can be obtained within 1 working day after the submission of documents, and within five working days you can pick up documents confirming registration with tax authorities, state statistics bodies, the Federal Social Security Service, Belgosstrakh.
Opening a bank account
Companies are required to have a bank account, while individual entrepreneurs are not.
In order to open an account, an application, a constituent document, a certificate of state registration, an agreement with the head and chief accountant, samples of signatures and seals are submitted to the required bank.
Each bank can prescribe its own list of the required package of documents for opening an account.
Registration of a company with foreign capital
Foreigners can invest their capital in Belarusian companies. Officially, companies with foreign investment are commercial organizations whose authorized capital includes more than $20,000 of investments from abroad.
Typically, this kind of company is created in the form of a JLLC (Joint Limited Liability Company), FLLC (Foreign Limited Liability Company), PFUE (Private Foreign Unitary Enterprise).
Company registration remotely
You can register a company remotely through an authorised representative or with an electronic digital signature using the USR portal.
The director can delegate part of his functions to other people. A representative can be either a law firm or a law office, or an individual.
Registration of a company through a law firm
Many law firms offer various services to citizens, including foreign ones, related to the registration of companies in the Republic of Belarus. As a rule, law firm specialists provide advice, help with the collection of the necessary documents, or complete registration from start to finish.
This method of registering a business is the most reliable and fastest, nevertheless the most expensive.
Reasons for refusal to register
There are only 3 grounds on which a company may be declined in state registration:
1. Failure to submit the documents required for registration;
2. Errors in the application;
3. Wrong choice of registration authority.
Belarusian taxes, benefits and preferences
The number of taxes and their rates depend on the individual characteristics of the business and the availability of benefits. The most basic taxes for companies in the Republic of Belarus are:
- For real estate;
- For the extraction (removal) of natural resources etc.
Benefits may depend both on the field of activity and place of registration, and on belonging to various privileged zones, for example, FEZ, HTP, the Chinese-Belarusian Industrial Park.
The most important legal acts on the basis of which constituent documents are prepared, registration is carried out and disputes of companies are resolved are:
1. Civil Code of the Republic of Belarus;
2. Decree No. 1 "On state registration and liquidation of companies";
3. Decree No. 7 "On the development of entrepreneurship."
Photo: plusworld.ru, novostipmr.com