This Article was prepared by the Arzinger& Partner Minsk Law Office and was translated by the Law Firm Öngören
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Establishment Procedure of a Limited Liability Company
The procedure of registration of a limited liability company includes the following steps:
1. The approval of a company name, receipt of the corresponding certificate in the registration body;
2. Preparation of the letter of guarantee related to the legal address of the company (as a rule the letter of guarantee is drawn up only in accordance with the certificate (see point 1) and copies of other documents related to legal address (technical passport, registration certificate, plan of premises, etc.);
3. Preparation of the following documents:
- The Articles of Association of the company,
- The Memorandum of Association of the company,
- The Minutes of the Constituent Assembly,
- Applications for registration,
- Seal draft (2 copies).
4. Notarization of constituent documents (of the original and of a copy of the Articles of Association; copies of the Memorandum of Association in the number equal to the number of founders of the company plus one copy for the notary);
v5. Opening of a temporary account for the formation of the authorized fund of the company (the bank accounts are opened by the founders or by one of them as per the Minutes);
6. Submission of documents to a registering body. If the number of founders is not more than three, the presence of all founders (their representatives) is necessary. Otherwise one of the founders indicated in the Minutes can be authorized to represent the interests of others.
Documents:
- Certificate on approval of a company name,
- The Constituent documents (2 copies) should be submitted to a registering body in one of the state languages – in Russian or Belarusian,
- The application for registration,
- Documents related to legal address,
- Payment documents confirming the contribution of monetary funds to the temporary account or decision of an expert on appraisal of non-monetary contribution to the authorized fund;
- The legalized extract from the trade register, if necessary,
- A passport copy with the translation, if necessary,
- Seal draft (2 copies),
- Document confirming the payment of the state duty.
7. Within 5 working days the decision on state registration of the company is made. During the following 10 working days, according to a principle of "one window", the company will be registered in the Social Security Fund, in the State Insurance Company “Belgosstrakh” and in the tax authority. The registered documents can be obtained earlier, but in that case the registration of a company in other bodies mentioned above has to be made independently.
The procedure of registration is finished with the issuance of Certificate on State Registration of the Legal Entity.
Afterwards it is necessary to fulfill the following post-registering procedures:
8. Ordering of a seal.
9. Obtaining of a director’s certificate.
10. Submission of data to the Social Security Fund.
v11. Submission of data to State Insurance Company “Belgosstrakh”.
12. Submission of data to a tax authority, obtaining the duplicates of the notice on assignment of the taxpayer’s ID number: one copy for each bank account, certificates on inclusion of officials into the register.
13. Notarization of copies of constituent documents, certificates on state
registration, cards with a print of a seal and samples of signatures (a certificate on inclusion of officials into the register is necessary).
14. Opening of bank accounts.
The period of the registration a LLC is approximately 30 days from the time of submission necessary documents by the founders till opening of an account, registration in tax bodies and establishment labor relations with a director and an accountant.
Both Belarusian and foreign, both legal and natural persons can act as members (founders) of a limited liability company.
The minimal amount of the authorized fund of a limited liability company is established in the equivalent of 800 EUR. The contribution in the authorized fund of a limited liability company can be in the form of property, including money and securities, other property, including property rights, or other alienable rights which have monetary estimation.
The property contributed to the authorized fund of a limited liability company should belong to founders (members) on the right of property, the right of economic use or the right of operative management. It has to be necessary and suitable for the activity of this company. The property cannot be contributed to the authorized fund of a limited liability company if the right to alienate this property is limited by the owner, by the legislation or the contract.
The authorized fund of a limited liability company cannot be formed completely by non-monetary contribution in the form of property rights. At the same time the extent of property rights contributed to the authorized fund of a limited liability company shall not exceed fifty percent of the minimal amount of the authorized fund specified by the legislation for limited liability companies. In other words, the contributions to the authorized fund in the form of property rights can not exceed 400 EUR. The monetary estimation of a non-monetary contribution in the authorized fund has to be appraised. The procedure of appraisal is specified in the legislation.
By the moment of the state registration the authorized fund of a limited liability company has to be formed to its half. The contribution of the remaining part shall follow within a year after the state registration. A limited liability company which has specified one of the production activities in its constituent documents has the right to build up 50 percent of the authorized fund established for limited liability companies.
The limited liability company acts on the basis of its constituent documents: the Articles of Association and the Memorandum of Association.
If one of the founders of a limited liability company is a foreign investor, whose contribution makes up not less than 20 000 USD, such a company is considered to be a “commercial organization with foreign investments”. The Belarusian legislation provides for the following privileges for such organizations:
1) longer terms for the formation of the authorized fund. Organizations with foreign investments should form the authorized fund declared in the constituent documents in full by 2 years from the moment of state registration. At the same time other residents are obliged to form the authorized fund in full either by the moment of state registration or within one year after it.
2) the costs of commercial organizations with foreign investments connected with payment of wages shall be attributed to production costs without any restrictions. At the same time, the wage costs of other residents can be attributed to production costs only up to the established level, above which the costs shall be paid out of profit.
3) organizations with foreign investments have more favorable conditions in terms of prices formation: they can easily change their prices without registering them in the authorized institutions. Other residents, on the contrary, shall register a change of a price if it’s growth exceeds about 0.5% per month.
4) organizations with foreign investments can be liquidated only by a court decision. Other residents can also be liquidated by a decision of the registering authority (in the established cases).
According to the current legislation of Belarus a limited liability company can be created by not less than two founders. At the same time legislation determines the maximum number of members of a limited liability company: it shall not exceed fifty members. In case of exceeding this number, a limited liability company is to be reorganized or liquidated.
Approximately the establishment costs sum 300-400 EURO.
They are :
1.notarial charges (from 120 EUR);
2.payment of a state duty (60 EUR);
3.printing of a seal (15 EUR);
4.issuance of a director’s certificate – 10 Euro;
5.assurance a card with samples of signatures (10 EURO);
6.notarial charges – around 80 EUR, state duty for obtaining the duplicates of the notice on assigning the taxpayer’s ID number – 10 Euro for each duplicate;
7. translation of the authorized extract from the trade register of the country of the founder’s incorporation, POA (4,5 Euro per 1800 signs).
In order to register a limited liability company Turkish citizens need to submit the following documents:
1. A passport copy with the translation into Russian (the signature of the translator should be certified by the notary) for the founders who are foreign natural persons;
2. Powers of attorney if necessary;
In addition:
3. The Minutes of the Meeting of Founders stating the decision on creation of a limited liability company, approved in a specified order;
4. The Minutes of the Constituent Assembly of a limited liability company (the existence of two bodies – the Meeting of Founders and the Constituent Assembly - is dictated by the regulations of the Law "On Economic Entities". The Minutes of these two assemblies are related to the creation of the company, however they have different contents, different agenda - which is also stipulated by the Law).
In order to register a limited liability company Turkish company needs to submit the following documents:
1. The application drawn up in accordance with the established form (containing passport data, data on participation of the natural person in other legal persons, etc.);
2. Constituent documents (two copies of the Articles of Association and the Joint Operation Agreement (the Memorandum of Association) on creation of the limited liability company certified by the notary);
3. The documents confirming the legal formation of the authorized fund of a limited liability company (the payment or other document confirming the monetary contribution to the authorized fund, appraisal of an experts commission on reliability of property estimation in case of non-monetary contribution to the authorized fund);
4. The decision of a Member which is a legal person on creation of a limited liability company in the Republic of Belarus with the indication of the amount of the authorized fund, the amount and the form of a contribution to the authorized fund of a limited liability company, etc.
5. The legalized extract from the trade register of the country of incorporation or other equivalent proof of the legal status of the organization according to the legislation of the country of its incorporation (the extract should be dated not later than one year prior to submission of the application for registration) with translation into Belarusian or Russian (the signature of the translator should be certified by the notary) for the founders which are foreign organizations;
6. The letter of guarantee or other document confirming the right to have a legal address of a limited liability company at a given place;
7. The payment document confirming the payment of a registration fee;
8. Two copies of seal drafts.
Before starting the establishment, the following documents are required:
* under the term “authorized” it is meant “notarized and appostilled”
1) The decision of a foreign founder (founders) to take part in the creation of a limited liability company on the territory of the Republic of Belarus and to make the contribution to its authorized fund (it is necessary to indicate the amount of the contribution, the form of the contribution – monetary / non-monetary);
2) The authorized copies of the statutory documents (of the Articles of Association and Memorandum of Association) with all the changes (if there are any);
3) The authorized copy of the certificate of registration;
4) The authorized extract from the trade register of the country of the founder’s incorporation;
5) The authorized power of attorney for a representative of a founder (founders) enabling him to sign the statutory documents and to perform other acts necessary for the creation of a limited liability company, and the authorized copy of the power of attorney.
6) Data of a person who will sign the Articles of Association and the Memorandum of Association on behalf of the founder (founders) – copy of passport, name, last name, place of residence, passport data, telephone, etc.);
7) If the founders are natural persons – copies of their passports.
In order to prepare the draft documents (protocol of the Member’s General Meeting on establishment of a LLC, Articles of Association and Memorandum of Association) the following information is required:
1) the amount of the authorized fund. As already mentioned above, the minimal amount of the authorized fund of LLC is 800 EUR. If a commercial organization with foreign investments is created, the contribution of a foreign investor shall be not less than 20,000 USD;
2) types of LLC activity;
3) the presumed name of the company (it is advisable to have several variants);
4) the presumed location of a legal person (its legal address);
5) personal data of a person who would be a head of the company (name, last name, place of residence, passport data, telephone).
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