Registration of an open joint stock company (JSC) in Belarus is an important stage for entrepreneurs seeking to develop their businesses and attract investments. This process requires a careful approach to legislative requirements and procedures since properly conducted state registration contributes not only to the legitimacy of the business but also to the creation of trust by partners and customers. Legal advice related to compliance with formalities and collecting the necessary documents to register a joint stock company is often needed. In this article, we will look at the main points you need to pay attention to for the successful registration of a joint stock company in Belarus, as well as the key points you need to know.
What is an Open Joint Stock Company?
Joint-stock companies include companies whose authorized capital consists of a certain number of shares of the same nominal value. The founders are shareholders who are responsible for the obligations of the joint-stock company within the value of their shares.
Joint-stock companies can be open or closed. An open joint stock company can sell its shares to an unlimited number of people. In contrast, only the founders (participants) can be shareholders of a closed joint stock company.
The company’s name, created as an open joint-stock company, must contain the phrase: open joint-stock company, and in abbreviated form – JSC.
The minimum size of the authorized capital of the сompany is established by the state’s requirements. In terms of Belarusian rubles, on the day of the company’s state registration, the authorized capital must be at least 400 basic units. As of October 2024, the base value in Belarus is 40 rubles. Accordingly, shares with a total face value of at least 16,000 rubles (approximately 4,490 euros) must be registered in the authorized fund of the JSC.
Who Can Be a Shareholder of JSC
The shareholders of a joint stock company may be individuals or companies. The state’s requirements do not limit the number of shareholders but may be limited by the company’s charter.
The shareholders of the Joint-Stock company may be residents and non-residents of Belarus.
Requirements for Shareholders of JSC
State requirements do not set limits on the number of shareholders allowed to register an open joint stock company (JSC); even one shareholder is allowed.
Specific requirements apply to company shareholders: They must be free from debts to government agencies and business partners and not be in the process of bankruptcy or liquidation.
Individual shareholders are required to meet the following requirements: no criminal record for several crimes (mainly of a political and economic nature), no obligations that they forcibly fulfil, and no shares in companies undergoing bankruptcy proceedings.
How to Determine the Name of a Joint Stock Company
Before a joint-stock company is registered with the state, its name must be determined. It is not enough to develop a name; it must be coordinated with a government agency or other organization. The agreement’s purpose is to prevent duplicates of the names of existing companies.
The approval of the joint-stock company’s name is free and can be done online or offline. Depending on the location of the joint-stock company, various government agencies coordinate the names in Belarus.
For companies located in Minsk, the names are coordinated by the Main Departments of Justice of the Minsk City Executive Committee, as well as the regional executive committees of the Brest, Vitebsk, Gomel, Grodno, Minsk and Mogilev regions. Suppose a joint-stock company is registered in Gomel or Vitebsk regions. In that case, the names are agreed upon by district or city executive committees, including the Gomel City Executive Committee and the administrations of Vitebsk districts.
The names are also coordinated by the administrations of free economic zones and the administration of the Chinese-Belarusian Industrial Park “Great Stone.” The Ministry of Finance and the National Bank of Belarus carry out this procedure for insurance companies, banks, and non-bank financial institutions.
To agree on the name, several options must be prepared and checked for duplication in the online database. After that, the chosen name should be agreed upon with the relevant government agency (organization). It is recommended that you contact an experienced corporate lawyer to complete the necessary documents. The approval of the name takes up to 2 working days or can be completed on the day of application if the documents are submitted in person.
How to Determine the Location of a Joint Stock Company
Before the state registration of a joint stock company, it is necessary to determine the location of the company since the address of this place must be registered in the company’s charter.
The company’s management body should be located at its location, otherwise called the “legal address.” The residential premises cannot act as the location of the joint-stock company.
A company that has not yet been established must conclude a preliminary agreement or receive a letter of guarantee from the owner of the premises that will be leased to the JSC in the future in order to obtain a legal address.
It is recommended that lawyers be contacted to help agree on the name, determine the location of the joint-stock company, and prepare the necessary documents.
Which Government Agencies Register a Joint Stock Company
To register a joint stock company, an application for state registration, together with a set of documents, is submitted to the registration authority at the company’s location. The registering body is the department or department of state registration under the local administration and other organizations and state bodies that coordinate the names of the joint stock company.
During the state registration of joint-stock companies that belong to insurance companies and insurance brokers, they are registered by the Ministry of Finance of Belarus. The National Bank registers banks and non-bank financial and credit companies.
The administrations of free economic zones register companies located in free economic zones.
The application for state registration and documents can be submitted online and in person. In addition, you can use the services of a notary, who will also help with filing documents for state registration online.
To determine the registration authority, we recommend that you get the advice of a lawyer on state registration.
Documents for the State Registration of JSC
The list of documents required for the state registration of a joint-stock company is determined by the state’s requirements.
1. Application for State Registration
The application for state registration is a document of an established format. It can be downloaded from the registration authority’s website and filled out both in the authority itself and in advance.
In this application, it is possible to request that the registration authority send documents to the selected bank to open a company’s current account. Otherwise, after receiving the state registration, you must choose a bank and go through the account opening procedure. To help you choose a bank, we will offer an experienced specialist who will advise you and draw up the necessary documents.
2. Agreement on the Establishment of JSC
The agreement on establishing a joint stock company is drawn up on paper. The agreement must contain several mandatory provisions, in particular:
- Information about the founders.
- Information about the shares distributed among the founders and their nominal value.
- The number of shares in the authorized capital owned by each founder.
- Information on the distribution of responsibilities by the founders in preparation for the company’s state registration.
It makes sense to authorize one of the founders to sign an application for state registration of a joint stock company by agreement.
3. Certificate of Approval of the Name of the Company
This certificate of the registration authority has a validity period of one month. If a month has passed since the approval of the name, then you will need to re-apply for approval of the name for the state registration of the company.
4. The Articles of Association of JSC
The charter of a joint-stock company is the founding document of a joint-stock company. The founders approve the charter. The charter contains standard provisions concerning the company being created, such as the name, location, amount of authorized capital, as well as the following information:
- About the shares included in the authorized capital.
- Regarding the dividend amount and the procedure for their payment,
- About the distribution of property and dividends among shareholders in the case of company liquidation. And other mandatory information that should be in the charter.
To draw up the articles of association of a joint stock company, it is recommended that you contact a qualified lawyer since some aspects must be considered, including the specifics of a particular joint stock company and the relations between shareholders.
Notarization of the charter is not required.
5. Document on Payment of the State Fee if the Documents are Submitted Offline
Before applying 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). However, if the package of documents is sent for state registration online, there is no need to pay the state fee.
6. Documents from Foreign Founders of JSC
Foreign founding companies of a joint stock company must submit a document confirming the company’s existence. This document must be an extract from the company’s country of residence trade register, a legalized copy of which must be no older than one year.
The foreign natural person-founder must provide a notarized copy of the translation of the identity document.
7. A Document on the Identity and Powers of the Person Submitted the Documents for State Registration
The authorized person presents to the registering body documents certifying his identity and confirming the authority to submit documents for the state registration of the Joint-stock company.
You can collect the necessary documents after consulting with an experienced lawyer. You can also entrust the collection and execution of the necessary documents to our lawyers and specialists who register companies in the state.
The Procedure for State Registration of JSC
The registration authority decides on the state registration of a joint stock company within one day from the documents’ submission date. Simultaneously with registration, the registering authority sends information about the establishment of a company for registration to the following state authorities:
- The tax inspectorate is at the location of the joint-stock company.
- The territorial department of the Social Protection Fund.
- Belgosstrakh.
- Statistical agencies.
In confirmation of the state registration, the company representative receives a Certificate of State Registration of the Joint Stock Company and a copy of the charter with a mark of registration.
Within 10 days after the registration of the joint-stock company, it is necessary to inform the registration authority about the appointment of the head of the joint-stock company.
Contact us
If you have any questions or disputes regarding the registration of JSC 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.
