Registration of LLC in Belarus

1. Naming convention
2. Locating
3. Preparing the charter
4. Deciding to create
5. Holding a meeting of founders
6. Formation of the authorized capital
7. Payment of state fees
8. Preparing documents for registration
9. Submitting documents
10. Receiving documents
11. Purchasing a seal
12. Suggestion and Review Books
13. Organization of management: appointment of director and accountant
14. Opening a bank account
15. Submission of a notification about the transition to the simplified taxation system
16. Do you need a license?

Here are detailed step-by-step instructions for opening an LLC by several persons or a single founder. On the site, in addition to reading the instructions, you can quickly fill out and download all the documents on the topic in our program.

Legislation makes it possible to register an LLC by submitting documents in electronic form. However, this method is rarely used in practice, since, as a general rule, it requires financial and time costs to purchase an electronic digital signature key from the Republican certification center.

1. Naming convention

Before submitting documents for state registration to the registering authority, the participant (s) of an LLC (ALC) must agree with the registering body the firm name of the LLC (ALC). Brand name approval is free of charge upon submission of a application .

Before contacting the registering authority, the applicant can check the selected name using the list of agreed names of legal entities posted on the USR web portal ( http://egr.gov.by ).

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2. Locating

LLC can only be located in non-residential premises. Documents regarding the location of the company are not submitted to the registering authority. However, information about the location must be indicated in the company's charter and the application for state registration.

Often the founders of an LLC ask the question: which location (legal address) is preferable? Will there be any problems with a legal address without placement? There is no simple answer to this question. On the one hand, for an LLC that will occupy a full-fledged office, it makes no sense to rent a legal address without placement. On the other hand, not all established LLCs can quickly rent a full-fledged premises. While the law requires a legal address in non-residential premises.

Firstly, it is worth noting that the majority of LLCs registered in Belarus are located at a legal address without placement. Secondly, it is obvious that the tax office may be suspicious of such a legal address. It should be said here that in the case of organizing the reception of postal correspondence at a legal address without placement, as well as in the presence of the main documents of the LLC on the spot, the tax authorities will not have legal grounds to present you with claims.

Problems arise if you stop paying rent for such a legal address or do not issue a power of attorney to the landlord's representative to receive mail. In this case, the lessor can inform the tax authorities that you are not located at the place of location, which may lead to the recognition of your LLC as a potentially pseudo-business structure.

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3. Preparation of the charter

Changes to the charter of an LLC (ODO) are subject to state registration. In this regard, it is advisable to provide for all the necessary and significant provisions during the initial development of the charter. For these purposes, we recommend using the forms of the charter of an LLC (ODO) with a single participant and several participants prepared by us.

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Step 4. Deciding to create a company

The form of the decision to establish an LLC (ODO) is not established in the legislation. When deciding on the establishment of an LLC (ALC), we recommend using our prepared forms for an LLC with a single participant or several.

When creating a company with a single participant, the founder alone decides to create an LLC (ALC).

A person who can represent the interests of a legal entity (founder) when deciding to create a company is not defined by law. The head of a legal entity, within the limits of his competence, acts on his behalf without a power of attorney. However, for the authority to create a new legal entity, including a company, a decision of another body of the legal entity (owner) may be required.

The issue of creating a company is within the competence of the general meeting of participants in a business company. It is advisable to settle this issue when the general meeting of the business company makes a decision to act as one of the founders of the new company. Powers can be delegated to one of the members of the business company or the head of the organization.

A person participating in the meeting of founders as a representative of the founder of the company must present a document certifying his right to participate in the meeting of founders.

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Step 5. Holding a constituent assembly

If there is only one founder, then skip this step.

The constituent assembly of the society is held in person. The in-person form of the meeting is the joint presence of the founders of the company (their representatives) when discussing issues on the agenda of the constituent assembly and making decisions on them.

Based on the results of the constituent assembly, a protocol is drawn up. We recommend using the form of such a protocol developed by us.

Step 6. Formation of the authorized capital

The authorized fund of an LLC (ODO) may consist of monetary and (or) non-monetary contributions (securities, property rights, other property).

The authorized capital of an LLC (ODO) must be declared in Belarusian rubles. When making a contribution to the statutory fund of an LLC (ODO) in foreign currency, its recalculation is carried out at the official rate of the Belarusian ruble to the corresponding foreign currency established by the National Bank of the Republic of Belarus on the date of actual making of this contribution.

The size of the authorized capital of an LLC (ALC) is determined by its founder (s). The minimum size of the authorized capital for LLC (ODO) is not established by law.

Under the current legislation, the founders of an LLC (ALC) can, at their discretion, form the authorized capital of an LLC (ALC):

• before state registration of the company;
• within 12 months from the date of state registration of the company;
• within a period of less than 12 months from the date of state registration of an LLC (ALC), if such a period for the formation of a statutory fund is provided for in the charter of an LLC (ALC).

If the founder (s) of the LLC (ODO) decide to form the authorized capital prior to the state registration of the LLC (ODO) , they need 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 an LLC (ODO). The opening of a temporary account is carried out in the manner prescribed by the bank by concluding a temporary account agreement. Based on the results of this operation, the founder is issued a payment document (receipt) on the formation of the authorized capital.

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

If the founder (s) of the LLC (ODO) decide to form the authorized capital after the state registration of the LLC (ODO) , the funds as a contribution to the authorized capital are already deposited into the open current (settlement) account LLC (ODO).

The size of the share in the authorized capital of the company of each member of the company is determined as a percentage or in the form of a fraction and corresponds to the ratio between the value of his contribution to the authorized capital and the authorized capital of this company. A different definition of the share may be provided for by the charter of the company. The charter of the company may limit the maximum size of the share of its participant or the possibility of changing the ratio of the shares of the participants in this company.

In a company with one founder - he owns 100% of the share.

Legislation (when established in the company's charter) provides for the possibility of disproportion between the size of the share of each participant in the authorized capital and:

• the value of the contribution to the authorized capital of the company;
• the number of votes belonging to a particular participant in the general meeting of participants;
• distribution of the company's profits.

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Step 7. Payment of the state fee

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

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

Details for paying the state duty in Minsk

Updated as of 10/15/2019

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 8. Preparation of documents for state registration of LLC (ODO)

For state registration as an LLC (ODO) the following documents are required :

1. Application in the form approved by Appendix 1 to the Resolution of the Ministry of Justice of the Republic of Belarus dated January 27, 2009 No. 8.

2. Charter in duplicate without notarization, its electronic copy (in .doc or .rtf format). The electronic carrier is attached to the materials of the registration file. See in the program -> The Charter of an LLC (ALC) with a single participant, the Charter of an LLC (ALC) with several participants.

3. For the owner of property, founders who are foreign organizations - a legalized extract from the commercial 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 an 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 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 registering authority, the original must also be provided. A note is made on the receipt of the date of its submission to the authority collecting the state fee, which is also certified by the signature of the official of the authority collecting the state fee, indicating his position, surname and initials.

6. Power of attorney for the representative before the registration authority (when submitting documents by the representative). The power of attorney on behalf of an individual must be notarized.

7. Cardboard binder.

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Step 9. Submission of documents to the registration authority

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

A person submitting documents to the registering authority is obliged to present the original identity document (passport, residence permit) to the registering authority's employee.

LLC (ODO) is considered registered on the day of receipt by the registering authority of all the necessary documents, duly executed.

Currently, it is possible to submit documents for state registration of LLC in electronic form. Is this remote procedure as convenient as naming matching? We dare say no. Firstly, in order to submit documents in electronic form, you need to obtain an electronic digital signature (EDS) key. That entails time and financial costs, which will significantly exceed the costs of registering an LLC in person. Secondly, the founders, in any case, will have to appear at the registering authority to obtain registration documents (certificate of registration, charter, certificate of registration). Thus, electronic registration of an LLC can only become relevant for subsidiaries established by Belarusian legal entities that already have an EDS key. However, even in this case, the convenience is highly questionable.

Step 10. Receiving documents from the registering authority

In the case of state registration of LLC (ODO), the registration authority issues:

• 1 copy of the charter with a stamp on state registration - on the day of submission of documents;
• certificate of registration of LLC (ODO) - on the day of submission of documents or on the next business day. However, at the request of the established LLC (ALC), it can be issued along with a document confirming the registration of the LLC (ALC) with tax authorities, state statistics bodies, FSZN bodies, registration with RUE "Belgosstrakh";
• notification of registration with the indicated authorities - within five working days from the date of making an entry on the state registration of LLC (ODO).

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Step 11. Purchase the print

Seals can be ordered from any private organization that produces seals. In order to order a seal, you must provide a certificate of state registration.

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

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

Step 12. Purchase of a book of comments and suggestions, a book of records of checks

Book of comments and suggestions

The book of comments and suggestions is kept at the location of the LLC (ODO), as well as at the places where goods are sold, works are performed, and services are rendered.

The book is issued by the RUE "Publishing House" Belblankavid "on the basis of an application for the issue of a book with a justification for the number of copies and the attachment of a document confirming the payment of the cost of the book (books). The book is registered and issued on the day the specified documents are submitted. 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.

Inspection book

LLC (ODO) is obliged to draw up a book of accounting checks no later than one month from the date of tax registration. The check book should be numbered, laced, signed and stamped.

The check book is purchased additionally for each trading place on the market, trading facility and other facility in which LLC (ODO) performs work, provides services, sells goods (except for vehicles used for transporting passengers and goods on the basis of a license ).

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Step 13. Organization of management

The supreme governing body of LLC (ODO) is:

• in a company with several members - a general meeting of members of the company;
• in a community with one member - the only member.

The current management of the company's activities is carried out by the executive body (collegial and (or) sole). Also, by decision of the founders (members) of the company, a board of directors (supervisory board) may be created.

Read more about the director and accountant in the instructions ->about the appointment of a director, accountant, the adoption of the LNPA.

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Step 14. Opening a bank account

LLC is obliged to open an account in Belarusian rubles to conduct business. Only individual entrepreneurs can conduct business without opening an account, and then only in rare cases. Accounts in foreign currencies can be opened at will.

It is advisable to open a current account of an LLC (ODO) after hiring officials who have the right to sign settlement documents (manager and chief accountant), otherwise you will later have to reissue the card with sample signatures.

To open a current account, you must submit the following documents to the bank:

1. application for opening an account (it is better to check the application form with a specific bank);
2. a copy (without notarization) of the charter of an LLC (ODO), which has a stamp confirming the state registration;
3. a card with samples of signatures of officials of the LLC (ODO) who have the right to sign documents for settlements, and a seal imprint (signatures are certified by bank employees).

According to the legislation, the bank cannot demand from LLC (ODO) the provision of any other documents other than those listed above. On the basis of the documents provided, the bank concludes an agreement with LLC (ODO) to open a current (settlement) bank account, no later than the next business day, opens a bank account with a number assigned to it, allowing to establish the ownership of such an account.

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

Step 15. Submission of a notification of the transition to the simplified taxation system ("USN") (if necessary)

Currently, there are two types of STS:

• with payment of tax under simplified taxation system at a rate of 5% of gross proceeds without payment of VAT;
• with payment of tax under simplified taxation system at a rate of 3% of gross proceeds, but with payment of VAT.

A note is made in the tax declaration about the use of one or another type of simplified tax system.

Which taxation system for LLC to choose? The answer here is purely individual in each case. First of all, you need to compare costs with profits. The simplified tax system should be applied to business entities that have insignificant costs, usually not exceeding 70 percent of gross revenue. It is also worth considering the factor of the need to pay VAT, which can be important when carrying out foreign economic activity in working with some counterparties.

An indisputable advantage of the USN is the simplicity of accounting. If you do not have the opportunity to hire a trusted accountant with extensive experience, the possibility of switching to the simplified tax system should be considered even if the costs are high enough, but you are investing in the revenue limit under the simplified tax system. Indeed, often the benefit from the use of a common system is leveled by sanctions for incorrect accounting and tax accounting. While under the simplified tax system, in the case of paying taxes on the proceeds actually received, incorrect accounting leads to much less sanctions.

If an LLC (ODO) switches to the simplified tax system with payment of VAT, such an LLC (ODO) will have the obligation to submit all tax returns in electronic form using special software that must be purchased from the tax authorities. This obligation is provided for VAT payers. In practice, tax authorities often seek to impose electronic filing of returns for other categories of LLCs (ALCs), but such requirements have no legal basis.

Step 16. Do you need a license - you can read here .

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