In Belarus, the legal operation of companies requires their state registration. The procedure for state registration of companies is the same for everyone, and in a dynamically developing economy, it is crucial to understand it correctly. This understanding is essential for entrepreneurs and investors interested in building a reliable and successful business. In this article, we will consider the critical points of state registration of companies created as closed joint-stock companies (CJSC) in Belarus and the requirements and features associated with this form of entrepreneurship.
What is a Joint-Stock Company?
A joint-stock company has members who are called “shareholders” and create authorized capital divided into shares. The authorized capital of a joint-stock company is peculiar in that it is divided into a certain number of shares, which have the same nominal value. Shareholders bear the risks associated with the operation of their company within the value of the shares they own.
What is a Closed Joint Stock Company?
The peculiarity of a closed joint-stock company is that its shares are placed only between its participating shareholders. A CJSC, unlike an Open joint-stock Company, cannot place its shares among an unlimited number of persons. The placement of shares means their sale.
To Whom Can CJSC Offer its Additional Issue Shares
The shares of the additional issue of the CJSC can be sold only to a particular circle of persons. CJSC cannot sell shares publicly through an open subscription. A specific circle of persons among whom a CJSC can place its shares includes:
- Shareholders.
- Creditors of CJSC.
- Members of the Board of Directors (Supervisory Board). The Executive Body and (or) employees of the CJSC.
The circle of persons is defined by the charter of the CJSC. Suppose the charter of the CJSC does not represent the specified circle of persons. In that case, such persons are determined at the general meeting of shareholders of the CJSC by a majority (at least 2/3) vote of all shareholders of the CJSC.
What are the Requirements for the Shareholders of CJSC
The state’s requirements do not limit the number of shareholders in a joint-stock company, it can be one shareholder.
Shareholders in a joint-stock company can be individuals and companies, both residents and non-residents.
Among the requirements for company shareholders are no debts to the state and business partners. Also, shareholder companies should not be in bankruptcy or liquidation proceedings.
Among the requirements for shareholders – individuals:
- No criminal record for several crimes (mainly political and economic).
- There are no debts being forcibly collected, and there are no shares in companies that are in bankruptcy.
Where to Apply for Registration of CJSC
To register a joint-stock company, you need to submit an application for state registration and a package of documents to the registration authority at the company’s location: the registration department or department of the local administration. Documents can be submitted online or in person. You can also contact a notary, including submitting documents for state registration online.
What is the Location of the Company
The company’s location is where the company’s management body is located. This address is indicated in the CJSC charter and is otherwise called the “legal address.” The location of a joint-stock company cannot be a residential building.
A company that has not yet been established must conclude a preliminary agreement or take a letter of guarantee from the owner of the premises in order to obtain a legal address, which the CJSC will later lease.
To help determine the location of the CJSC and prepare the necessary documents, we recommend contacting lawyers.
The Name of CJSC
It is mandatory to indicate “CJSC” or “closed joint-stock company” in the name of the company that was created as a closed joint-stock company.
Before a joint-stock company is registered with the state, its name must be agreed upon. This can be done for free online or offline. Name coordination is necessary so that the company names do not duplicate each other.
In Belarus, the names of state bodies and organizations are coordinated depending on the location of the joint-stock company:
- The main departments of Justice of the Minsk City Executive Committee are Brest, Vitebsk, Gomel, Grodno, Minsk, and Mogilev regional executive committees.
- Suppose the joint-stock company is located on the territory of the Gomel region, Vitebsk region. In that case, the district or city executive committees agree upon the name, Gomel City Executive Committee, and Vitebsk district administrations.
- Administration of FEZ (free economic zones).
- Administration of the Chinese-Belarusian Industrial Park “Great Stone”.
The names of insurance companies, banks, and non-bank financial institutions are agreed upon by the Ministry of Finance and the National Bank of Belarus, respectively.
To agree on the name, you need to prepare variants of the name and check them for duplicates in the online database. Next, the selected name is coordinated with the state body (organization). We recommend contacting an experienced corporate lawyer to prepare documents for the name’s approval.
The approval of the name takes place within up to 2 working days or on the day of application if the documents are submitted in person.
What Documents are Needed to Register a Joint-Stock Company
For the state registration of a CJSC in Belarus, it is necessary to collect several mandatory documents.
1. Certificate of approval of the name of the joint-stock company, which we described above.
The certificate of approval of the name is valid for one month. This means that within a month, the founders of the CJSC can use this name in documents for state registration.
2. The agreement on the establishment of a joint-stock company.
This agreement is drawn up in writing – on paper. The contract prescribes several mandatory provisions, in particular:
- Information about the founders of the CJSC.
- Which shares are included in the authorized capital and their nominal value.
- How many shares each of the founders contributes to the authorized capital.
- The procedure for the founders’ joint work to create a joint-stock company, including the preparation of a draft charter.
- How are the responsibilities for preparing for the state registration of a joint-stock company, agreeing on the name and other actions distributed among the founders.
- The size of the authorized capital and the procedure for making deposits. The minimum size of the CJSC’s authorized capital has been determined—it is 100 basic units (4000 Belarusian rubles or about 1099 euros).
- Which of the founders signs the application for state registration.
3. The Charter of the CJSC.
The charter of a CJSC is the founding document of a company, which its founders approve. The charter prescribes standard provisions for established companies, in particular, the name, location, and size of the authorized capital, as well as information:
- About the shares that are included in the authorized capital.
- About the dividend amount and the order of their payment,
- The procedure for transferring property and dividends to the owners of the CJSC in case of liquidation of the company is as follows.
To draw up the charter of a CJSC, we recommend contacting an experienced lawyer since several points in the charter are prescribed, taking into account the situation in each particular CJSC and the relationship between shareholders.
There is no need to notarize the charter.
4. Application for state registration of a joint-stock company.
An application for state registration is a certain form. It can be downloaded from the registration authority’s website and filled in at the registration authority or in advance.
In the application for state registration, you can ask the registering authority to send documents to a particular bank to open a current account of a CJSC. Otherwise, after the state registration, you will need to choose a bank and go through the procedure of opening a bank account. To select a bank, we will provide an experienced specialist who will advise you on the choice of bank and draw up the necessary documents.
5. Document the payment of the state fee.
Before submitting documents for the state registration of a joint-stock company, you need to pay a state fee—1 basic amount (this is 40 Belarusian rubles or about 12 euros). If the documents for state registration are sent online, you do not need to pay the state fee.
6. When there are foreign founders in a joint-stock company, additional documents are needed:
For foreign founding companies, it is proof of the company’s existence. This may be a legalized extract from the commercial register of the state in which the company was established, no older than one year, or a notarized copy of it.
For a foreign founder – an individual – a notarized copy of the translation of the identity document.
7. A document certifying the identity and authority of a person who submits a package of documents for the state registration of a joint-stock company.
A person who submits documents for the state registration of a joint-stock company on behalf of the founders must show his passport or residence permit, as well as a document confirming the authority to apply for state registration, such as an agreement on the establishment of a joint-stock company or a contract for the provision of legal services.
Our company’s experienced lawyers can prepare the necessary documents for you.
Documents such as the decision on the issue of shares of CJSC and the prospectus are worth attention. Although these documents are not required for the state registration of a joint-stock company, they are necessary for the company’s legal operation. You can consult with our experienced securities specialist to register such documents and state share registration.
How Does the State Registration of a CJSC Take Place
The registration authority decides on the state registration of a joint-stock company within one day from the date of submission of documents for state registration. Simultaneously with the state registration, the registering authority sends information about the establishment of a company for registration to the following state bodies:
- The Tax Inspectorate is at the CJSC location.
- The territorial branch of the Social Protection Fund.
- Belgosstrakh.
- Statistical agencies.
In confirmation of state registration, the registering authority issues a Certificate of state registration and a copy of the charter with a note on state registration to the company’s representative.
Inform the registration authority about the hiring of the head of the CJSC within 10 days of the state registration of the CJSC.
Contact us
If you have any questions or disputes regarding the registration of CJSC in Belarus, we will be happy to help! Our long-term experience in divident payment will help you resolve any disputes in this area.
- +37529366-44-77 (WhatsApp, Viber, Telegram);
- info@ambylegal.by.
