Introduction of Amendments to bylaws

According to the law "On Business Entities" in force in the Republic of Belarus, the Corporate Charter is one of the constituent documents for many business entities. Amendment of the Charter is a responsible process. The competent implementation effects on the success of a business in the future.

What are the reasons to make an amendment to Charter?

The creation of corporate charters is the start to building a new corporation. Once filed and approved, a corporation becomes legitimate and legal. Therefore, during the business process there may be different changes that must be recorded in the charter.

Amendments to the Corporate Charter are mandatory in the following circumstances:

• Changes in the Membership
• Changes in the Size of Charter Capital
• Change of a Company’s Name
• Changes in a Legal Address
• Establishment or dissolution of a branch office or a representative office
• Changes of distribution of profits and losses procedure
• Alteration of passport data of the members

In case of other changes that effect on the activities of the organization (for example, changes in the rights and obligations of members of the company), amendments to the Charter are not mandatory. In these cases, the founders can independently decide whether it is needed to make amendments to the Charter.

Formal procedure for making amendments and modifications to the Charter:

Step 1. Defining the rules of approving amendments to the Charter

As a rule, amendments to the Charter can be made either by voting of company members at a general meeting, or by a sole decision of the founder or by a unilateral decision of a participant of the meeting. There are different requirements for approving different types of amendments. Some changes require a unanimous consent, while for many others a consent of a majority agreement of participants is sufficient.

Step 2. Draft of the updated amendments to the Chapter

During the project preparation, it is important to take into account the amendments that are directly related to the organization’s activities, as well as changes made to the law after the current version of the Charter was approved. Amendments to the Charter may be presented as an appendix to the current Charter or as an updated version of the Charter.

Step 3. Preparation of documents for making amendments to the Charter

The amended Charter should be signed by all founders and submitted to the registration authority. Additionally, supporting documents should be prepared. For example, if the organization change its address, a new lease should be signed.

Step 4. State registration of modifications and amendments to the Charter

To register modifications and amendments to the Charter, the head of the organization should submit to the registering authority the set of documents:

·        signed application for making amendments to the Charter;

·        signed Charter in duplicate;

·        a Charter on electronic media;

·        a confirmation of the payment of the state duty.

If you make changes in the name of organization, a certificate of state registration of the organization should be provided. It will be seized. In addition, the head of the organization or authorized representative will have to provide documents that prove the authority.

Step 5. Informing authorities concerned about making amendments and modifications

Copies of the amended Charter, signed by the head of the organization, should be sent to the tax authority, to the Social Protection Fund and to the bank.

If you need assistance in making amendments to any constituent document, the specialists of the company Beliaevs & Partners will be happy to provide you with necessary assistance. In order to get a professional legal advice, you can contact us by indicated phone numbers or simply leave a request on our website and we will contact you.