Registration of a private unitary enterprise is an important step for those who want to realize their business potential in a market economy. Private unitary enterprises allow entrepreneurs to organize their activities with minimal cost and maximum flexibility, which makes them an attractive choice for small and medium-sized businesses.
How does the PUE registration process work? It is a multi-step procedure that includes collecting the necessary documents, interacting with government agencies, and complying with a number of legal requirements. In this article, we will take a detailed look at the key stages of registering a private unitary enterprise and the main nuances that need to be considered to ensure a successful business start.
What is a Private Unitary Enterprise
The peculiarity of private unitary enterprises is that the owner does not own the property that the owner has assigned to such a company. For private unitary enterprises, authorized capital is required, which is not divided into shares or deposits.
The founders of a Private Unitary Enterprise
The founder of a private unitary enterprise can be only one person: a business entity or an individual. A person may be a resident of Belarus or a non-resident. An individual must be of legal age (over 18) and legally capable (not recognized by a court as legally incompetent).
The state imposes certain requirements on the founders of the private unitary .
So, the founder:
- Must not have a non-cleared or non-expunged record for crimes against property and economic crimes.
- There should be no unfulfilled court orders on property penalties against the founder.
- The founder should not be the owner or head of a company in liquidation or bankruptcy.
- As of the date of state registration of the PUE, more than three years must have passed since the date of exclusion from the Unified State Register of Legal Entities of a company or individual entrepreneur whose debt is recognized as a bad debt if the owner of such a company was the founder of the PUE (or he was such an individual entrepreneur).
- As of the date of the state registration of the PUE, more than a year must have passed since the exclusion from the Unified State Register of Legal Entities of the bankrupt company, the owner or head of which was the founder of the PUE.
- The founder should not be restricted from applying for state registration of the company. For example, the founder cannot be a civil servant or a military man.
You can get advice on restrictions on establishing companies from our experienced state registration lawyer.
The Property of a Private Unitary Enterprise
All property of a private unitary enterprise belongs to the property of the founder (or to the joint property of the spouses) and the private unitary enterprise on the right of economic management. It means that the owner of the property has the right to receive a portion of the profit from the use of this property and can withdraw it, and the company must obtain the consent of the owner of the property, which is under its economic management, to dispose of this property.
Who Runs a Private Unitary Enterprise
A private unitary enterprise must have a management body. The head (usually the director) manages a private unitary enterprise. The owner of the property of the private unitary enterprise appoints the director.
When the owner of the property of a private partnership is an individual, the founder can perform the functions of a manager.
The property owner may decide to transfer the management of the PUE to a management company or an individual entrepreneur.
We recommend contacting our experienced lawyer to resolve the issue of the correct execution of documents related to the PUE’s management body, including the conclusion of an agreement with the management company or the manager.
What Can a Private Unitary Enterprise Do
A private unitary enterprise can conduct any type of activity contained in the National Classifier of Types of Activity. However, some types of activities require certain business conditions to be met, licensing, and compliance with certain standards. We recommend that you consult with our experienced business lawyer about the conditions of conducting the selected types of activities.
Preparation for the Establishment of a Private Unitary Enterprise
The creation of a private unitary enterprise is its state registration. The company’s state registration is confirmed by the Certificate of State Registration issued by the registering authority and an entry on state registration in the Unified State Register of Legal Entities and Individual Entrepreneurs.
The necessary preparations must be made before submitting documents for state registration to the registration authority. We offer a step-by-step algorithm for creating a PUE. If you have any questions or difficulties preparing to create a PUE, we recommend contacting our experienced lawyer for state registration of companies.
Step 1. Determining the name of the PUE
The name of the private unitary enterprise (as well as the names of other types of companies) must be coordinated with the registration authority. Coordination is necessary so that no companies have the same name. Therefore, we recommend that you come up with several name options.
You can coordinate the name by mail, contact the registration authority in person, or coordinate it online through the Unified State Register of Legal Entities web portal. The registration authority approves the name within a working day (if you have sent an application for approval by mail, then two working days). The registration authority issues a certificate of approval for the name, valid for one month.
The agreed name is indicated in the PUE charter. Since the approval is valid for a month, it is necessary to calculate the time for preparing documents and contacting the registration authority.
Step 2. Determining the location of the PUE
The PUE’s location is the address of its permanent governing body. The address of the PUE’s location depends on which territorial registration authority will submit documents for state registration.
The PUE can be located in a rented room or in a room that belongs to the founder by right of ownership. The founder (an individual) must obtain written consent from other persons who live in this room and from other owners to place a private security company in it. However, this does not mean that it is possible to perform work and provide services in a residential building, which is determined by the location of the PUE. To conduct such activities, the premises must be converted to non-residential or rented a place to provide services (work). For questions related to determining the location of the PUE at the founder’s residence, we recommend contacting our experienced lawyer.
If it is decided that the PUE will rent a room, the owner of such a room will be given a letter of guarantee on the conclusion of the lease agreement after the PUE’s state registration.
Step 3. The decision to create a PUE
The owner decides on the creation of a PUE, usually in writing. The decision usually prescribes the PUE’s name, location, size and composition of the authorized capital, the procedure for its formation, information about who will perform the functions of the head, represent the founder’s interests during the state registration of the PUE, and other information.
Step 4. Determination of the authorized capital and the procedure for its formation
The size of the authorized capital for a private partnership must be determined. The state has not determined the minimum and maximum size of the authorized capital of the PUE. The authorized capital can be contributed with money, property, or both simultaneously.
The authorized capital does not need to be fully formed at the time of the PUE’s state registration; this can be done within a year of the company’s state registration.
Step 5. Development and approval of the charter of the PUE
The PUE operates based on the charter, which must contain the necessary information:
- The name and location of the PUE.
- The purpose of the company’s activity (is to make a profit).
- The company’s management procedure.
- The size of the authorized capital, the procedure and the sources of its formation.
Other information is usually included in the charter. For example, the articles of association may include the procedure for distributing profits, the procedure for liquidating a company, and the procedure for deciding on transactions. Our lawyers can develop a charter for you that meets the requirements of the registration authority, taking into account your tasks and wishes.
The PUE charter is approved by its owner.
Step 6. Filling out an application for state registration of a private unitary enerprise
The application for state registration of a company has a specific form and contains mandatory information. In particular, the application must indicate the information of the certificate of approval of the name, the address of the location, the amount of the authorized capital, the personal data of the founder, an individual, or information about the founder of a private unitary enterprise.
In the application for state registration, you can specify the bank in which you wish to open a bank account for the PUE. In this case, you will need to provide information about the head of the PUE and the details of the document confirming the authority of the head.
The owner of the property of the Private Unitary Enterprise signs the application.
Step 7. Submission of documents to the registration authority or notary
Documents for the state registration of a private unitary enterprise can be submitted in three ways:
1. To the registration authority in person.
2. To the registration authority through the Unified State Register of Legal Entities and Individual Entrepreneurs web portal.
3. Through a notary public, who will send the documents for state registration in electronic form.
If the founder submits the documents for state registration in electronic form, he is exempt from the state fee for the state registration of the private partnership. You will need an electronic digital signature confirming the documents’ integrity and authenticity to submit documents electronically.
Here are the documents you need to submit to the registration authority:
1. Application for state registration of a private unitary enterprise.
2. Two copies of the charter and its electronic copy in the format doc or rtf.
3. A private partnership’s foreign founder must submit documents confirming his legal capacity. For example, for a foreign company, this may be a legalized extract from the commercial register of the country in which the company was established or another equivalent document. It may be a notarized copy of such documents with a translation into Russian or Belarusian, certified by the translator’s notarized signature.
A foreign individual provides a copy of the identity document with a translation into Russian or Belarusian with a notarized signature of the translator.
4. A document confirming the payment of the state fee. In 2024, the state fee for the state registration of a private partnership is 40 Belarusian rubles (1 base value), which is about 12 euros.
If the owner personally submits the documents to the registration authority or notary, he will need an identity document and a decision on establishing the PUE.
If you are unsure whether you will prepare for the state registration of a private partnership on your own, you can seek advice from our experienced lawyers and accountants. Our lawyer can also arrange all the documents for the state registration of a PUE.
How does the state registration of a private partnership take place
An employee of the registering authority checks the documents submitted for the state registration of the PUE immediately on the day of submission of the documents. When the documents meet the requirements of the state, the following happens:
1. One copy of the PUE charter has a stamp on the state registration of the PUE, and this copy is given to the PUE representative.
2. An entry is made in the Unified State Register of State Unitary Enterprises.
3. A certificate of state registration of a private unitary enterprise is issued no later than the working day following the day the documents for state registration are submitted.
4. Within five working days from the date of state registration of the PUE, a document is issued on tax registration at the PUE’s location (a notice of assignment of the TIN—the taxpayer’s registration number) and registration with the statistical authorities, the Social Protection Fund, and Belgosstrakh.
Conclusion
The state registration of a private unitary enterprise is an important stage in the organization of entrepreneurial activity, which opens the door to conducting legal business. Proper paperwork, compliance with all legal norms and timely representation of interests in government agencies and banks are key factors for the successful start and operation of the enterprise.
It is important to note that our lawyers are ready to provide you with qualified advice on all issues related to the state registration of a private partnership. We will help you complete the necessary documents and represent your interests in government agencies and banks, providing peace of mind and confidence at every step. Contact us, and we will make this process as simple and convenient as possible!
Contact us
If you have any questions or disputes regarding the state registration of a private unitary enterprise in Belarus , we will be happy to help! Our long-term experience in divident payment will help you resolve any disputes in this area.
- +37529142-27-19 (WhatsApp, Viber, Telegram);
- info@ambylegal.by.
