Procedure of Creation and Registration of Commercial Organisations with Foreign Investments

Posted in Procedure of creation and registration of commercial organization

State registration of commercial organisations with foreign investments

The state registration of commercial organisations with foreign investments, with exception of banks, nonbank credit and finance institutions, commercial organisations with foreign investments in free economic zones and insuring organisations, insurance brokers shall be carried out by the authorised state body (registering body).

The state registration of banks, nonbank credit and finance institutions, commercial organisations with foreign investments in free economic zones and insuring organisations, insurance brokers shall be regulated by other legislative acts of the Republic of Belarus.

A commercial organisation with foreign investments is considered as created as from the moment from its state registration.

Documents to be submitted for state registration of a joint commercial organisation

The following documents are to be submitted to the registering body for state registration of joint commercial organisations:

  • written application of the founders (to be signed by all members of a joint commercial organisation);

 

  • certified original or certified copies of constitutive documents of a joint commercial organisation in creation (in two copies);
  • for founders - legal entities of the Republic of Belarus - a certified copy of the decision of the property owner or of the body empowered by him on creation of a joint commercial organisation, as well as certified copies of the documents confirming the state registration and certified copies of the constitutive documents (for each Belarusian legal entity);

 

  • for founders - natural persons of the Republic of Belarus - a copy of the labour book attested with a corporate seal at the latest place of employment, or a copy of the retiree's certificate attested by the social insurance bodies at the place of residence, or a certificate issued by the placement centre;
  • for founders - foreign legal entities (organisations) - a legalised extract from the trade register of the country of its foundation or any other proof of status of the foreign investor in accordance with the legislation of the country of its foundation or permanent residence as of the moment of creation of the joint commercial organisation (the extract is to be dated not later than one year counting back from the date of filing the registration application), with translation into the Belarusian (Russian) language (the translator's signature is to be certified);

 

  • for founders - foreign natural persons - a copy of the passport with translation into the Belarusian (Russian) language (the translator's signature is to be certified);
  • documents confirming the formation of the statutory fund (for a joint commercial organisation in the form of an open joint-stock company);

 

  • a guarantee letter or any other document confirming the right of placement of the joint commercial organisation at the place of its location;
  • a payment document confirming the fact of payment for the state registration.

 

Documents to be submitted for state registration of foreign commercial organisations

The following documents are to be submitted to the registering body for state registration of foreign commercial organisations:

  • written application of the founders (to be signed by all members of the foreign commercial organisation);

 

  • certified original or certified copies of the constitutive documents of the foreign commercial organisation in creation (two copies);
  • for founders - foreign legal entities (organisations) - a legalised extract from the trade register of the country of its foundation or any other proof of status of the foreign investor in accordance with the legislation of the country of its foundation or permanent residence as of the moment of creation of the foreign commercial organisation (the extract is to be dated not later than one year counting back from the date of filing the registration application), with translation into the Belarusian (Russian) language (the translator's signature is to be certified);

 

  • for founders - foreign natural persons - a copy of the passport with translation into the Belarusian (Russian) language (the translator's signature is to be certified);
  • documents confirming the formation of the statutory fund (for a foreign commercial organisation in the form of an open joint-stock company);

 

  • a guarantee letter or any other document confirming the right of placement of the foreign commercial organisation at the place of its location;
  • a payment document confirming the fact of payment for the state registration.

 

Procedure of state registration, refusal of registration and appeal of refusal of registration

The documents for state registration of a commercial organisation with foreign investments shall be submitted to the registering body, which is to issue a document of set form confirming their receipt.

The state registration of a commercial organisation with foreign investments shall be carried out within 15 days as from the date of filing the application together with the annexed documents by its founders (members).

The registration of a commercial organisation with foreign investments shall be reported in the written form: to the founders (members) of this commercial organisation - within 5 days as from the date of making decision on registration; to the Ministry of Justice of the Republic of Belarus - within 10 days as from the date of making decision on registration; to the taxation bodies and the national statistics bodies at the place of registration - within 15 days as from the date of making decision on registration.

The registering body shall issue a certificate of registration to the commercial organisation with foreign investments and publish the information on registration in the printed media.

The state registration of a commercial organisation with foreign investments can be refused by reason of violation of the procedure of creation of a commercial organisation with foreign investments established by the legislative acts of the Republic of Belarus and non-conformity of the constitutive documents to the requirements of the legislation of the Republic of Belarus. A refusal of state registration of a commercial organisation with foreign investments under the pretext of inexpediency of its creation shall not be allowed.

A reasoned refusal of state registration of a commercial organisation with foreign investments is to be sent by the registering body to its founders (members) within 5 days as from the date of making decision on refusal of registration. In accordance with the legislation of the Republic of Belarus, the founders (members) of a commercial organisation with foreign investments can appeal with a court of law against the refusal of state registration by the reasons that they consider ungrounded.

Order of formation of the statutory fund

The statutory fund of a commercial organisation with foreign investments declared in the constitutive documents (with exception of a commercial organisation with foreign investments in the form of an open joint-stock company) shall be at least 50 percent formed within the first year from the date of state registration of this organisation at the cost of depositing by each founder (member) at least 50 percent of their shares, and it shall be formed in full before the expiry of two years from the date of registration.

The statutory fund of a commercial organisation with foreign investments in the form of an open joint-stock company declared in the constitutive documents shall be formed in full before the state registration of such organisation.

The formation of the statutory funds of banks, nonbank credit and finance organisations and insurance organisations shall be carried out in accordance with the legislation of the Republic of Belarus on banks, nonbank credit and finance organisations and insurance organisations.

The commercial organisation with foreign investments (with exception of a commercial organisation with foreign investments in the form of an open joint-stock company) shall submit to the registering body a documentary confirmation of the fact of formation of the statutory fund of the established size within 30 days as from the date of termination of the corresponding period. An auditing statement shall be a documentary confirmation of the fact of formation of the statutory fund.

The government of the Republic of Belarus or a national  body of state administration empowered by it shall have the right to increase the period of formation of the statutory fund of a commercial organisation with foreign investments as established by part one of the present article. 
A commercial organisation with foreign investments that has submitted a documentary confirmation of formation of the statutory fund shall be issued a certificate of formation of the statutory fund by the registering body within 10 days from the date of receipt of the said documentary confirmation.

Members' contributions to the statutory fund of a commercial organisation with foreign investments

The statutory fund of a commercial organisation with foreign investments shall be declared in US Dollars, and in the event of creation of a commercial organisation with foreign investments in the form of an open joint-stock company or with the use of property of the Republic of Belarus - also in the official monetary units of the Republic of Belarus.

The founders (members) of a commercial organisation with foreign investments shall have the right to make contributions to the statutory fund of this organisation in monetary and (or) non-monetary form.

For conversion of the statutory fund and of contributions to it, the official exchange rate of the Belarusian rouble against the corresponding foreign currency as of the date of signing the agreement on creation of the commercial organisation with foreign investments and (or) adoption of the articles is used. In the event of making decision on the increase of the statutory fund of the commercial organisation with foreign investments for conversion of the part by which the statutory fund is increased and of the additional contributions, and in the event of making decision on acquisition by a legal entity of the status of a commercial organisation with foreign investments for conversion of contributions to its statutory fund the official exchange rate as of the date of such decision is used.

In the event the founder (member) of a commercial organisation with foreign investments makes a contribution to the statutory fund of this organisation in the official monetary units of the Republic of Belarus or in a foreign currency, he is to take into account accordingly the difference between the official exchange rates of the Belarusian roubles against the US Dollar or the difference between the cross-rates of the corresponding foreign currency against the US Dollar calculated on basis of the official exchange rate of the National Bank of the Republic of Belarus as of the date of signing the agreement on creation of the commercial organisation with foreign investments and (or) adoption of the articles and the date of actual contribution.

In the event of making decision on the increase of the statutory fund of the commercial organisation with foreign investments or decision on acquisition by a legal entity of the status of a commercial organisation with foreign investments, the founder (member) of this organisation making a contribution in the official monetary units of the Republic of Belarus or in a foreign currency is to take into account accordingly the difference between the official exchange rates of the Belarusian roubles against the US Dollar or the difference between the cross-rates of the corresponding foreign currency against the US Dollar calculated on basis of the official exchange rate of the National Bank of the Republic of Belarus as of the date of making such decision and the date of actual contribution.

The sum difference resulting from conversion the order of which is established by parts four and five of the present article shall be entered in the reserve fund of the commercial organisation with foreign investments.

A non-monetary contribution of the foreign investor is to be imported from a foreign country or acquired in the Republic of Belarus for foreign currency or for the official monetary unit of the Republic of Belarus, if they are received as the investor's benefit from the activity of the commercial organisation with foreign investments due to him, from any other legal activity, or by means of exchange of foreign currency in banks of the Republic of Belarus. Non-monetary contributions shall be evaluated as of the date of their entry in the books of the commercial organisation with foreign investments.

Non-monetary contributions of the members (founders) of a commercial organisation with foreign investments are subject to expertise of the reliability of evaluation of non-monetary contributions, which is to be carried out in accordance with the procedure established by the legislation of the Republic of Belarus. The Ministry of Economics of the Republic of Belarus shall carry out the expertise of evaluation of the state property deposited to the statutory fund as non-monetary contribution. The evaluation shall be made in the monetary units in which the statutory fund is declared. An act of reliability of evaluation of non-monetary contributions shall be made upon the expertise. A non-monetary contribution shall be considered as deposited to the statutory fund at the amount confirmed by the above-mentioned act.

Liquidation and reorganisation of a commercial organisation with foreign investments

The liquidation of a commercial organisation with foreign investments shall be carried out by decision of its founders (members), the property owner or the body of this organisation authorised to it by the constitutive documents, or judicially in cases provided for by the legislative acts of the Republic of Belarus. Non-observance of the order of formation of the statutory fund by a commercial organisation with foreign investments can be a reason for liquidation of such commercial organisation.

Information on liquidation of a commercial organisation with foreign investments shall be published in the printed media in accordance with the legislative acts of the Republic of Belarus.

The reorganisation of a commercial organisation with foreign investments shall be carried out by decision of its founders (members), the property owner or the body of this organisation authorised to it by the constitutive documents, in accordance with the legislative acts of the Republic of Belarus.

Copyright © 2014 Brest-Lublin.info