Registration of a private unitary enterprise in Belarus

1. Name approval
2. Location determination
3. Preparation of the charter
4. Making a decision to create
5. Formation of the authorized fund
6. Payment of state duty
7. Preparation of documents for registration
8. Submission of documents to the registration authority
9. Getting documents
10. Purchase of a seal
11. Books of comments-suggestions and for checks
12. Management organization: appointment of a director, accountant.
13. Opening a bank account
14. Submission of a notification about the transition of the USN
15. Do you need a license?

Step 1. Approval of the brand name

Before submitting documents for state registration to the registering authority, the owner of the property of the created PMC must agree with the registering authority on the firm name of the PMC. The approval of the brand name is carried out after the submission of application for approval of the name free of charge.

Before contacting the registration authority, the applicant can check the selected name using the list of agreed names of legal entities posted on the Unified State Register of Legal Entities web portal (http://egr.gov.by ).

The company name of the PMC must meet the following requirements:

• the name must contain the words "unitary enterprise";
• the name should contain an indication of the nature of the activity (for example, production, trade, service, transport, trade and production, etc.);
• the name must contain an indication of the form of ownership (private, republican or communal, while the word "private" should not be used in the name of an enterprise whose property is privately owned by a legal entity);
• the name of the subsidiary must contain the word "subsidiary";
• the name should not be identical (similar) to the names of already existing legal entities or previously agreed and reserved names of created legal entities, and also should not be confusingly similar to them.

Also, the legislation contains an indication of a number of words, the coordination of which is not allowed as part of the firm name of the PMC.

The PMC may have an abbreviated name, which is indicated in the charter of the PMC and is also subject to approval by the registering authority. In the abbreviated name of the private enterprise, the property of which is privately owned by an individual, only the words "private enterprise" are indicated. In the abbreviated name of the private unitary enterprise, the property of which is privately owned by a legal entity, only the words "unitary enterprise" are indicated. In the abbreviated name, an indication in the form of an abbreviation of the organizational and legal form of unitary enterprises is not allowed (i.e. the use of abbreviations UP, PMC, ChTUP, etc.).

According to the results of the approval, the applicant is issued one of the following documents:

• confirmation of the approval of the name;
• refusal to approve the name.

The agreed name is reserved in the Unified State Register for one month. During this period, the applicant has the right to use this name for the state registration of the created PMC.

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Step 2. Location determination

If the founder of the PMC is an individual, such a person, as a rule, has the opportunity to register the location of the PMC in a residential building (apartment, residential building). This will entail the accrual of utility bills at the rates for legal entities.

The implementation of production activities (performance of works, provision of services) in a residential building, which is the location of the PMC, is not allowed without the transfer of this room to non-residential. The transfer of residential premises to non-residential is allowed only in limited cases.

If you want to save on the office, you can order a legal address (4 square meters) from our partners at a price of 60-80 rubles per month. When ordering through our website, a letter of guarantee with a legal address will already be ready and delivered to you by the time of the opening of the PSC, which will significantly simplify the process of opening the PSC without unnecessary financial costs.

Step 3. Preparation of the charter

Amendments to the charter of the PMC are subject to state registration. In this regard, it is advisable to provide all the necessary and significant provisions during the initial development of the charter. For these purposes, we recommend using the form of the charter of the PSC prepared by us.

Step 4. Making a decision to create

The form of the decision on the creation of a PMC is not established in the legislation. When making a decision to create a PUP owned by an individual, we recommend using the decision form prepared by us to create a PUP by an individual.

When making a decision on the establishment of a private unitary enterprise owned by a legal entity, such a decision is usually made by the supreme governing body of the legal entity (for example, the general meeting of participants (shareholders) of a business company). A subsidiary has no right to create unitary enterprises.

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Step 5. Formation of the authorized capital

The charter fund of a private unitary enterprise may consist of a monetary and (or) non-monetary contribution (securities, property rights, other property).

The authorized fund of the PMC should be declared in Belarusian rubles. When making a contribution to the authorized fund of a private unitary enterprise in a foreign currency, its recalculation is carried out at the official exchange rate of the Belarusian ruble to the corresponding foreign currency established by the National Bank of the Republic of Belarus on the date of the actual making of this contribution.

The size of the authorized fund of the PMC is determined by its founder. The minimum size of the authorized capital for the PMC is not established by law.

According to the current legislation, the founder of the PUP may at his discretion form the authorized fund of the PUP:

• before the state registration of the PMC;
• within 12 months from the date of state registration of the PMC;
• within a period of less than 12 months from the date of state registration of the PUP, if such a period for the formation of the authorized fund is provided for in the charter of the PUP.

If the founder of a private partnership decides to form the authorized fund before the state registration of the private partnership, he needs to open a temporary bank account to make a monetary contribution. To do this, the bank is provided with an application for opening an account and a decision to create a PMC. The opening of a temporary account is carried out in accordance with the procedure provided by the bank by concluding a temporary account agreement. According to the results of this operation, the founder is issued a payment document (receipt) on the formation of the authorized fund.

When forming the authorized fund by making a non-monetary contribution, an assessment of its value should be carried out. In the case of an independent assessment of the value of a non-monetary contribution made to the authorized fund of a commercial organization, an examination of the reliability of this assessment is not carried out.

If the founder of the PUP decides on the formation of the authorized fund after the state registration of the PUP, funds as a contribution to the authorized fund are already deposited to the open current (settlement) account of the PUP.

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Step 6. Payment of the state fee

As a general rule, the amount of the state fee for the state registration of the first PMC is one basic amount, which currently amounts to 25.5 Belarusian rubles.

Details for payment of the fee are usually indicated on the websites of the relevant registration authorities (executive committees, administrations).

Details for payment of state duty in Minsk

Updated as of 15.10.2019

We recommend checking the relevance of the details on the official website of the Minsk City Executive Committee: https://minsk.gov.by/ru/org/8643/attach/cfab087/index.4.shtml.

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Step 7. Preparation of documents for state registration

The following documents are required for state registration as a PMC:

1. Application in the form approved by Annex 1 to the Resolution of the Ministry of Justice of the Republic of Belarus dated 27.01.2009 No. 8.
2. The Charter in two copies without notarization, its electronic copy (in the format .doc or .rtf). The electronic carrier is attached to the materials of the registration file.
3. For the owner of the property, founders who are foreign organizations - legalized extract from the trade register of the country of establishment or other equivalent proof of the legal status of the organization in accordance with the legislation of the country of its establishment or a notarized copy of these documents (the extract must be dated no later than one year before the date of filing the application for state registration) with translation into Russian (the translator's signature is notarized).
4. For the owner of the property, founders who are foreign individuals - a copy of the identity document , with a translation into Russian (the translator's signature is notarized).
5. The original or a copy of the payment document confirming the payment of the state fee . When submitting a copy of the receipt to the registration authority, the original must also be provided. A note is made on the receipt on the date of its submission to the body collecting the state fee, which is also certified by the signature of the official of the body collecting the state fee, indicating his position, surname and initials.
6. Power of attorney for a representative before the registering authority (when submitting documents by a representative). A power of attorney on behalf of an individual must be notarized.
7. Cardboard folder-folder.

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Step 8. Submission of documents to the registration authority

The PSC is registered with the local executive and administrative body at the location of the PSC. So, for example, in Minsk, the PMC is registered with the Minsk City Executive Committee (42 Pushkin Ave., tel. +375 17 3082390). As a rule, by calling the registration authority, you can sign up for state registration for a certain time.

The person submitting documents to the registration authority is obliged to present to the employee of the registration authority the original identity document (passport, residence permit).

The PMC is considered registered on the day of receipt by the registration authority of all the necessary documents, duly executed.

Step 9. Obtaining documents from the registration authority

In the case of state registration of the PMC, the registering authority issues:

• 1 copy of the charter with a stamp on state registration - on the day of submission of documents;
• certificate of registration of the PMC - on the day of submission of documents or on the next working day. However, at the request of the created PMC, it can be issued together with a document confirming the registration of the PMC with tax authorities, state statistics bodies, FSZN bodies, registration with RUE "Belgosstrakh";
• notification of registration with the specified authorities - within five working days from the date of making an entry on the state registration of the PMC.

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Step 10. Purchase of a print

Printing can be ordered from any private organization engaged in the manufacture of seals. In order to order a seal, you must provide a certificate of state registration.

Due to the entry into force of Decree No. 7 of November 23, 2017, from February 23, legal entities have the right not to use the seal, however, we still recommend purchasing a seal so that there are no problems when working with counterparties, a bank and other government agencies during 2018.

We recommend ordering printing from our partners: they do it quickly and efficiently, and are also located right next to the executive committee, where the PMC opens. Delivery in Minsk is possible. When ordering through our website, you do not incur additional costs, and also save time, since the print will already be ready and delivered to you by the time the PMU opens.

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Step 11. Purchase of a book of comments and suggestions, a book of audit records

Book of comments and suggestions

The book of comments and suggestions is kept at the location of the PMC, as well as at the places of sale of goods, performance of works, provision of services.

The book is issued by RUE "Belblankavyd Publishing House" on the basis of an application for the issuance of a book with a justification for the number of copies and an attachment of a document confirming the payment of the cost of the book (books). The book is registered and issued on the day of submission of the specified documents. The location of the book must correspond to the address of its location contained in the electronic data bank. The book of comments and suggestions does not need to be stitched.

Audit book

The PMC is obliged to issue a book of inspections no later than one month from the date of tax registration. The audit book must be numbered, laced, signed and sealed.

The audit book is purchased additionally for each trading place on the market, trading facility and other facility in which the PMC performs work, provides services, sells goods (with the exception of vehicles used for the transportation of passengers and cargo on the basis of a license).

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Step 12. Management organization

The management of the PMC is carried out by the head, who is accountable to the owner of the property. The owner of the property has the right:

• accept an employee as a manager;
• independently perform the functions of a manager if the owner of the property is an individual;
• conclude an agreement on the exercise of the powers of the head with a management organization or with an individual entrepreneur - manager (outsourcing).

Read more in the instructions -> about the appointment of a director or manager, accountant, acceptance of LNPA.

Step 13. Opening a bank account

It is advisable to open a current account of the PMC after hiring officials who have the right to sign settlement documents (the head and chief accountant), otherwise you will have to reissue the card with signature samples later.

To open a current account, the following documents must be submitted to the bank:

1. application for opening an account (it is better to specify the application form in a specific bank);
2. a copy (without notarization) of the charter of the Private unitary Enterprise, which has a stamp certifying the state registration;
3. a card with samples of signatures of officials of the PMC who have the right to sign documents for settlements, and a seal impression (certification of authenticity of signatures is carried out by bank employees).

According to the legislation, the bank cannot require the PMC to provide any other documents other than those listed above. Based on the submitted documents, the bank enters into an agreement with the PMC to open a current (settlement) bank account, opens a bank account no later than the next business day with the assignment of a number to it that allows to establish the affiliation of such an account.

We recommend opening an account with Alfa-Bank. The minimum percentage of funds withdrawal from the account (cashing out) among banks is 0.5-1%. A specialist who can help with the account will always be in touch with you. When ordering through our website, there is no overpayment and you will save time, as a bank specialist will drive up to you with all the necessary documents, and will also help you set up a client bank on your computer.

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Step 14. Submission of notification of the transition to the simplified taxation system ("USN") (if necessary)

Currently there are two types of USN:

• with the payment of tax at the USN at the rate of 5% of gross revenue without VAT;
• with the payment of tax at the USN at the rate of 3% of gross revenue, but with the payment of VAT.

A note is made in the tax return about the application of one or another type of STS.

If the PSC switches to the USN with VAT payment, such a PSC will have the obligation to file all tax returns in electronic form using special software that must be purchased from the tax authorities. Such a duty is provided for VAT payers. In practice, tax authorities often seek to impose the filing of declarations in electronic form for other categories of PMCs, but such requirements have no legal basis.

Step 15. Do you need a license - you can read here.

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