Registration of a Legal Entity

Business management begins with its organization. Particular emphasis should be placed on a process of creating a legal entity since it is a base of your business.

Please, find below step-by-step instructions on how to properly create a company.

Please, note that the principal steps, accompanied by brief comments are given below. Each executed document should comply with the law requirements in form and substance.

The procedure of the registration of a legal entity

1.   The choice of an organizational and legal form

The legislation of the Republic of Belarus provides for the possibility of creating a legal entity in various forms: a limited liability company, an additional liability company, an open joint stock company, a closed joint stock company, a private unitary enterprise.

In order to properly determine a particular form, it is important to answer a number of questions, such as:

• Expected number of founders
• Planned issue of shares
• Proposed property owner
• Planned additional responsibility
• Expected number of shareholders
• Preferred tax system

This list of issues should not be considered as exhaustive; however, it is important to answer all of them.

While choosing a legal form it is best to seek advice from the lawyers. The corporate law professionals will help to choose an optimal form or suggest a way of changing an organizational and legal form of an enterprise in case of changing business conditions.

2.      Taking decision to create a legal entity

If a legal entity is established by one person (for example, LLC or private unitary enterprise), a single document about its establishment shall be executed.

If a legal entity is established by several people, the article of incorporation or another document about its establishment shall be executed on the basis of a resolution of the founders’ meeting.

The law provides for special requirements to the contents of such documents.

3.      Coordination of the name of the legal entity being created, determination of the proposed location of the legal entity, authorized capital formation, compilation of the charter

The law provides for a number of requirements and restrictions in choosing a name. Moreover, the names, which have already been registered, cannot be registered.

A full and abbreviated name of the legal entity should be coordinated both in Belarusian and Russian languages.

To check and reserve a name you can visit egr.gov.by website.

The location of a legal entity is determined by its permanent executive body location (administrative and territorial unit, settlement, as well as a house, apartment or other premises, if any), and in case of absence of a permanent executive body, it is determined by location of another body or person, authorized to act on behalf of a legal entity without Power of Attorney. The location of a legal entity is identical to the "legal address" definition. Any correspondence will be sent to the legal address in case of lack of the correspondence address indication.

The authorized capital can be formed both by cash only and with non-monetary contribution. The law also provides for limitation in cash and non-cash parts percentage ratio and a procedure for assessing a non-monetary part of contribution.

The aspect worth considering is that the authorized capital can be formed either before the state registration of the company (on a temporary bank account), or after the state registration (on a primary account of the company).

The text of the Charter of a legal entity should include both the mandatory provisions prescribed by the law and those provisions that the founders shall consider necessary to include. The provisions included on the initiative of the founders shall comply with the existing law.

4.      State registration of a legal entity

Once all the documents are properly prepared, the legal entity should be registered. This can be done in three ways:

•   by way of a personal appeal to the registration authority
• through a web portal on one's own (digital signature is required)
• through a web portal via a notary.

In case of making a personal appeal for registration of a legal entity, a state fee shall be paid, in case of a notary a notarial fee shall be paid.

After consideration of the submitted documents, the registration authority makes a decision about registration of a legal entity or refusal of registration.

Since the charter bears the stamp of the registration authority and an entry about the state registration is made in the Single State Register, the legal entity shall be deemed registered.

The procedure of registration of a legal entity doesn’t take much time, but it is a serious procedure in terms of the documents execution. If any faults in the procedure of registration or irregularities in documents are found after registration, such registration may be declared invalid by the court.

The company Beliaevs & Partners LLC will assist in collecting and preparing a complete package of documents to properly register a legal entity, will give advice concerning the choice of an organizational and legal form, will help to choose and reserve a name that will be approved by the registration authority, and will file the documents for registration on your behalf.

Establish your own business and lay a reliable foundation for future success with us!