Registration of CJSC in Belarus

• Conclusion of the agreement on the establishment of CJSC
• Name approval
• We are holding a constituent assembly
• We submit documents for registration
• We receive the registered documents
• Opening a bank account
• Registration of shares

A closed joint stock company (hereinafter also CJSC) is a commercial organization whose authorized capital is divided into shares. The main difference between a closed joint-stock company and an open one is the limited turnover of shares. In fact, the alienation of shares of a CJSC is subject to the same restrictions as the alienation of a share in the authorized capital of a limited (additional) liability company (LLC, ODO). So what is the advantage of CJSC over LLC? Someone does not find such advantages at all, but then why are closed joint-stock companies actively established, unlike ODOS, limited partnerships that have actually gone into oblivion? I think there may be several reasons for this. First of all, the CJSC attracts with the confidentiality of information about the founders, data about them may not be entered into the Unified State Register, data about the participants of the LLC are entered without fail and are available to anyone willing to pay one basic amount for an extract from the Unified State Register. Also, CJSC is traditionally associated with big business, whereas LLC, due to the lack of requirements for the minimum size of the authorized capital, has become accessible to a wide range of people and can no longer enjoy the increased trust of counterparties.

Step 1. Conclusion of an agreement on the establishment of a joint-stock company.

An analogue of the minutes of the founders' meeting in relation to the CJSC is the agreement on the establishment of the CJSC. This agreement is a civil contract concluded in writing. This agreement must contain information about the founders of the CJSC, information about the number, category of shares (common or preferred), the nominal value of shares, the order of their distribution among future shareholders, as well as other issues on the choice of the founders. It is worth mentioning here that the minimum size of the authorized capital is 100 basic units in relation to the CJSC. From here it is necessary to proceed, calculating the number and nominal value of shares. It is also worth noting that a CJSC, unlike an LLC, cannot have one founder. After the registration of the CJSC, the creation agreement loses its legal force.

Step 2. Approval of the name of the CJSC.

The approval of the name of a CJSC is no different from the approval of the name of any commercial organization. That is, it is impossible to use the names of previously registered legal entities or similar to them to the extent of comparison, this is the main rule. Currently, the approval of the name can take place both by mail and in electronic form, as well as by personal appeal to the registration authority.

Step 3. We are holding a constituent assembly.

The Constituent Assembly of the CJSC approves the charter of the CJSC, its corporate governance structure, and also decides on the issue of shares. In a joint-stock company where the number of shareholders exceeds fifty, a board of directors (supervisory board) should be created. An important difference between the constituent assembly of a CJSC and the constituent assembly of an LLC is that not all decisions are necessarily taken unanimously and not all the votes of the founders are equal. So, the decision on the management bodies, their appointment is made by three-quarters of the votes, the vote of the founder is equal to the number of shares.

Speaking about the charter of the CJSC, it should be said that special requirements for it are specified in Article 69 of the Law of the Republic of Belarus "On Business Companies". The legal address of a CJSC, as well as an LLC, can only be a non-residential premises for administrative purposes. The founders of a CJSC in their personal capacity can either be indicated in the charter of the CJSC, which negates the advantage of confidentiality, or not be indicated. The term of formation of the authorized capital of the CJSC is 12 months from the date of registration.

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Step 4. Submit documents for registration.

The package of documents submitted for registration of a joint-stock company by the founders to the registration authority (executive committee) at the location of the joint-stock company specified in the charter is generally similar to the package of documents submitted for registration of any other commercial organization. We will list only briefly: an application for registration of the prescribed form, two charters signed by the founders, a charter on a disk, a receipt for payment of a state fee in the amount of one basic amount. However, the difference will be that if there is no information in the charter about the personalities of the founders, the founder's questionnaires are not attached to the registration application.

Step 5. Get the registered documents.

Having accepted the registration documents, the executor of the registering authority puts a stamp on the charter. From this moment on, the joint-stock company is considered established, including being registered with the tax authorities. The certificate of registration can be issued both simultaneously with the charter and the next day. The notice of registration is issued on the fifth working day after registration, however, this does not mean that until the notification is received, the CJSC is not registered with tax authorities and other bodies (FSZN, Belgosstrakh).

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Step 6. Open a bank account.

Having received the registered documents, the CJSC must open a settlement account in a Belarusian bank, the terms are not set here, but since the CJSC cannot operate without an account, the head of the CJSC rarely delays with this issue. The account is opened in Belarusian rubles, as well as optionally in other foreign currencies. The account is opened by the head of the CJSC. The minimum package of documents for opening an account is a copy of the charter, a document confirming the authority of the head. By the time the account is opened, the manager needs to order and receive a seal.

Step 7. Registration of shares.

Within 2 months from the date of registration, the CJSC is obliged to register shares with the securities authority. The head of the CJSC or a person authorized by proxy applies for the registration of shares. In advance, it is necessary either to hire a specialist with a certificate of a securities specialist, or to conclude a contract for depository services with the bank. The list of documents required for registration of shares with the securities authority is established by item 15.9 the list of administrative procedures approved by the Resolution of the Council of Ministers of the Republic of Belarus dated February 17, 2012 N 156. This includes a statement of the prescribed form, a decision on the issue of shares, as well as a receipt for payment of the state fee (0.2 percent of the nominal value of the issue of shares).