In order to make decisions on business issues, it is necessary to comply with the norms of corporate law. Otherwise, conflicts arise, decisions may be challenged or canceled, and this interferes with routine processes and the development of the company. Companies, their founders (participants) and affiliated persons participate in corporate relations. In the Republic of Belarus, corporate law regulates the activities of business companies: these are limited liability companies, additional liability companies and joint-stock companies.
Amendments to the Articles of Association
In Belarus, companies operate on the basis of a articles of association. It needs to be modified with some changes in the company’s activities. Changes must be registered with the same government agency that registered the articles of association. This is the registration authority.
Decision on amendments to the Articles of Association
In order to amend the articles of association, first a decision on amendments is made at the general meeting of participants or shareholders, then they are approved.
The most common cases when changes are made to the articles of association:
- Change in the authorized capital of the company.
- Changing the company name.
- Changing the type of activity of the company.
- Changing the composition of the founders of the company.
State registration of amendments to the articles of association
The final stage of making changes to the charter is state registration.
It is necessary to register changes to the articles of association when the company’s name, membership or owner changes. In this case, you need to send the documents to the registration authority no later than two months from the date of the change.
Increase in the authorized capital
You can increase the authorized capital of the company at the expense of money or property: a monetary or non-monetary contribution.
- It is necessary to recalculate the shares of all participants in the company. When property is added to the authorized capital, it is necessary to assess its value.
- The company’s participants decide to increase the authorized capital.
- Amendments to the charter and their state registration.
At all these stages, the client is accompanied by our experienced corporate lawyers.
Reduction of the authorized capital
The minimum size of the authorized capital of a joint-stock company
The minimum size of the authorized capital of a joint-stock company is defined in the Belarusian legislation: 400 basic units. When reducing the authorized capital, it is necessary to calculate so that the reduced size of the authorized capital is not lower than the minimum size defined in the legislation.
Ways to reduce the authorized capital of a joint-stock company
In a joint-stock company (JSC), the authorized capital can be reduced in one of the following ways:
- Reduce the nominal value of the shares.
- To purchase a part of the shares of the company itself, when such a method is provided for by the charter.
Reduction of the authorized capital of LLC and ALC
The authorized capital of a limited liability company (LLC) and an additional liability company (ALC) can be changed by proportionally reducing the value of the contributions of all or part of the participants. This possibility should be fixed in the charter or the decision should be made unanimously by all participants.
The reduction in the size of the authorized capital of the company must be notified to its creditors.
We will help you choose the best way to reduce the authorized capital, prepare a package of documents for making changes and send it for state registration of changes to the charter.
Making a non-monetary contribution to the authorized capital
Non-monetary contributions to the authorized capital include real estate and other property, things, securities, property rights that can be assessed. Property rights include the rights to use the building and other property and the rights to use intellectual property objects. Property rights may not exceed 50% of the authorized capital.
A non-monetary contribution must first be assessed. The General Meeting of the company’s participants decides to increase the authorized capital.
We will help you calculate the size of the participants’ shares and prepare a package of documents for making a non-monetary contribution to the authorized capital.
Creation of the company’s management body
To implement the decisions of the company’s owners, a sole or collegial executive body of the company’s management is needed. It can be a director or a board.
To appoint an executive management body, the decision of the company’s participants on the creation of such a body and on the way in which its creation is formalized is necessary. For example, you can conclude an employment contract with a director, or hire a management organization under a civil law contract, or conclude employment contracts with members of the management board.
Our professionals will help you choose the best way to create a management body for your company and issue documents.
Extraordinary and annual meetings of the company’s members
Companies need to periodically hold general meetings of participants. The annual General Meeting must be held no later than March 31 of the year following the reporting one.
There may also be extraordinary meetings. For example, when the composition of the participants changes. The procedure for organizing and holding such meetings is defined in the Belarusian legislation. In order for the decision of the meeting to be legitimate, it is important to comply with all requirements and manage the meeting process.
We develop invitations for participants, agenda items, hold meetings remotely or in a mixed way, draw up a meeting protocol at your request, and send information to participants about the decisions taken at the meeting. We also ensure transparency of the process and documentation, which ensures perfect compliance with all necessary legal norms.
Changing the way the company is run
The powers of the executive body (director) can be transferred to a management organization or distributed among several managers and a management board can be created. We provide comprehensive legal and human resources assistance at all stages of the process of changing the way the company is run. We will draw up documents starting from the termination of relations with the head to the conclusion of contracts with new managers or the management company and making changes to bank documents and articles of association. We will help you avoid conflict with the current manager before the changes or resolve the conflict that has arisen.
How we can be useful
For more than 20 years, our experienced legal team has been providing legal assistance in the field of corporate law to international and local companies. The scope of corporate law is complex and often changes. Therefore, our experts are ready to provide customized solutions that meet your unique needs.
- English-speaking lawyers;
- Resolution of more than 100 corporate disputes annually;
- Deep understanding of corporate law in Belarus;
- High level of confidentiality;
- Fair pricing policy: we always adhere to the agreements and are ready to invest even more than promised!
Contact us
If you have any questions or disputes regarding corporate law and conflicts in the Republic of Belarus – we will be happy to help you! Our many years of experience in the field of corporate relations will help you in resolving any disputes in this area.
Phone and email communication options are available for your convenience:
- +375293664477 (WhatsApp/Telegram/Viber);
- info@ambylegal.by.
