Registration of a legal entity can be carried out in one of two forms: commercial or non-commercial. Today we will talk about the nuances of the design of commercial activities, since now this form is most in demand. The main purpose of such an enterprise after proper registration is to make a profit.
Registration of a new legal entity. How to coordinate the name correctly
From a legal point of view , there are three ways to register a company name:
- by mail;
- on the website of the Unified State Register of the Republic of Belarus;
- by personal appearance in the appropriate body, whose duties include the registration of new persons.
During the procedure, any of the founders can confirm the correctness of the name. Belarus has fairly strict legal rules for the selection of a company name. Therefore, before making an application, it is worth carefully studying this issue.
An equally important nuance when registering a legal entity is the organizational and legal form. There are several options, but in recent years, most new enterprises prefer to open a business in the form of an LLC. This is due to the fact that in this case it is not necessary to have several founders. For many, this feature is a significant simplification of doing business. But these are not all the advantages of LLC from a legal point of view. Detailed information can be read in specialized articles, as well as in regulatory documents.
If a person is established on the territory of another state, it is worth considering the possibility of registering a new representative office of a foreign organization. In this case, you will be able to get a small office without receiving revenue. Foreign persons should also remember that not everyone can register as an individual entrepreneur.
How to choose and issue a legal address?
First of all, you need to determine the place of work. Remember that only a private unitary enterprise has the right to be located in a residential building. All other persons must have a legal location in a non-residential building with an administrative status.
On the web, you can find many offers for providing a legal address with an established postal service. But can such ads be trusted? If we consider this from the point of view of the law, then corporate law does not put forward requirements for the area of apartments. It also does not matter whether the owner of the organization will be permanently located at the legal address. But still, sometimes the tax authorities have a negative attitude to the placement of companies in this way.
How to get out of this situation? If there are no options, then you can use a third-party address. However, in this case, it is worth spending a little more time checking the premises and ensuring the reception of mail. Also make sure that the legal entity or individual who rents out the office has all the necessary documents.
On the Internet, you can see a lot of negative reviews on nominal addresses. Often, a negative opinion about cooperation is left by persons who have paid only for one month. So they were able to register a new company, and then did not consider it necessary to continue paying fees.
Why is a meeting held before registration?
Whatever type of organizational and legal form you choose, before starting the registration procedures, it is necessary to hold a meeting with all the founders. The following points are usually discussed at the meeting:
- commercial name;
- distribution of shares among all persons;
- calculation of the authorized capital.
After that, a second gathering is held, at which:
- the charter is being drawn up;
- members of the company’s management body are selected.
Those who are planning to register a legal entity for the first time often underestimate the importance of holding meetings. Remember that you cannot open a case without this step. If you are registering a legal entity in the form of a private unitary enterprise or a limited liability company with one participant, then all issues are resolved and documented solely by the founder. When registering a closed joint-stock company, the role of the meeting is played by the creation agreement.
Rules for determining the head
Often novice businessmen are interested before registering a legal entity, whether it is necessary to appoint a legal director. It should be noted right away that the head of the organization must be mandatory. The only caveat is that you can assign it both before registration and after processing all documents. Responsibility for the choice of the head falls on the shoulders of shareholders, and in the case of sole management, this issue is within the competence of the sole participant of the legal entity.
This opportunity gives a certain freedom, but there is another side of the coin. As long as the company does not have a legal boss, it will not be able to solve the following issues:
- opening a bank account;
- registration of an electronic digital signature and more.
Is it possible to appoint a foreign person as a manager?
Иностранные лица в качестве директора — не редкость. Но в этой ситуации главное — правильно оформить документацию. В первую очередь нужно использовать конкретную формулировку в протоколе очередного собрания. Там должна присутствовать фраза «при условии выдачи разрешения на заключение контракта».
Это разрешение позволяет лицу занимать руководящую должность. Однако не все иностранцы должны его получать. Справка не требуется гражданам государств Евразийского экономического союза.
Предпринимательская деятельность в Беларуси предполагает и другие льготы для иностранных лиц. Например, разрешение могут не оформлять резиденты Парка высоких технологий.
Preparation of the charter
The Charter is the only constituent document on the basis of which entrepreneurial activity is conducted. It contains legal data established by the law of the Republic of Belarus. There are two ways to compile statutory documentation. You can describe the rights and obligations of individuals as fully as possible. Or, on the contrary, abstractly highlight all the norms, simplifying the charter for perception.
As experienced lawyers, we recommend you to find a middle ground. It is not necessary to load legal documents with complex terms that employees who do not have the appropriate education will not understand. On the other hand, having removed some norms from the charter, you can later regret it a lot.
Remember that it is not always possible to make changes to the statutory documents. Therefore, take this stage of registration of a new legal entity as seriously as possible.
Is it possible to use the charter, which is provided free of charge?
Speaking of such a legal document, we mean charters that are freely available on various sites on the Internet. Theoretically, you can open them, download them and take them into service.
Some services even offer to fill in the documentation with the personal data of the organization. When applying for such services, remember that the persons who make up the charter do not bear any responsibility. In addition, some portals themselves indicate that the samples do not comply with the latest versions of the legislation of Belarus. Therefore, control everything that is written in small print, and also be sure to work out every point of the new charter.
The most important stage of registration: submission of documentation to the executive committee
Registration of any legal entity involves the mandatory submission of documents to the body carrying out registration activities. The following papers must be submitted to the executive committee:
- Application for registration. The personal data of the founder is attached here. A sample application can be found on the website of the Ministry of Justice. Strictly observe all the requirements and do not amend the form, otherwise the document will not be accepted. At the bottom there should be signatures of persons who open a new legal entity. If there are more than 3 founders, one commissioner may be elected who will assume this responsibility.
- Regulation. The company must provide two printed versions and another copy in electronic form.
- Receipt confirming payment of the state duty. Legal details and the amount can be found in the relevant registration authority.
If the representative office of the founders includes a foreign person, you will need to issue two more certificates:
- A copy of the identity document. If the passport is issued in another language, you need to attach a notarized translation.
- Legally competent information from the commercial register of another state. This document has its own expiration date. It is 1 year. After this period, you will need to issue an extract again.
Unfortunately, it is not always possible for a person who is going to formalize a new organization to be present at registration. In this case, you can draw up a power of attorney. A sample document is available on the websites of state agencies of the Republic of Belarus. It is important that the power of attorney be confirmed by a notary. When registering an activity as a foreign citizen, you also need to take into account some nuances.
The registering authority, having received a package of documents, first checks the availability of all certificates and their literacy. If everything is correct, the applicant is issued a charter with a stamp and a certificate. Sometimes the certificate is issued on the second working day after the approval of the application.
What are the legal obstacles for founders and why do they need to be checked?
Even at the time of the preliminary meeting, it is important to make sure that each of the founders does not have any obstacles to the creation of a commercial legal entity. These obstacles may cause registration to be refused. For example, if you have an incomplete liquidation of an organization or a bankruptcy procedure, your application will be rejected. The founders can see all possible obstacles when they open the questionnaire attached to the application.
If a person does not have the legal right to register an entrepreneurial activity, the fact of approval of the application is considered null and void. Income is withdrawn in favor of the budget, regardless of the status of the culprit (minority or majority owner). These nuances of the legislation of Belarus are another reason not to start a joint business with unfamiliar persons.
Registration of legal entities in Minsk by electronic method
This is a way of opening a legal entity, which has been gaining popularity lately. To carry out this procedure, you do not need paper documents, but copies of them in electronic format. In particular, the future production manager must provide an application and a charter. In addition, other certificates, extracts, which require signatures and seals of other persons, must also be translated into electronic form. For example, a notarized copy of the identity document of a foreign citizen. In order for all legal information in electronic documents to be accepted, it is necessary to certify each page with the applicant’s digital signature. As in the case of filing an application by the traditional method, the applicant can be either the founder himself or his representative.
Today, not all lawyers have acquired electronic digital signatures. However, the one who did it has significantly expanded the scope of its capabilities. After all, now specialists can register persons only on the basis of electronic copies. The main advantage of this procedure is efficiency. You can get a certificate within one working day, provided that all certificates and extracts are correctly compiled. In addition, it eliminates the tedious walking on legal advice, and also saves the budget, because there is no state fee for the electronic procedure.
What happens after registration?
As soon as you have received approval and you have a registered charter in your hands, you can contact the engraving organization to order a company seal. You don’t need to get any additional permissions for this. To facilitate the conduct of commercial activities in Belarus, you can have several seals at once. The main thing is that the duplicates differ from the main one.
Please note: 2 years ago it was decided that residents of the Republic of Belarus are not required to have a seal. However, in some situations, they will not be able to legally conduct business without this attribute. For example, when they open an office for work in the field of foreign trade.
Opening a bank account
All enterprises operating on the territory of Belarus are required to have an account in Belarusian currency opened in a local bank. If desired, you can open additional accounts in dollars, euros, Russian rubles. There is one rule for them: if you plan to register outside the country, you will need a permit from the National Bank of the Republic of Belarus.
They open accounts on the basis of the charter and documentation that confirms the powers of the director. Sometimes banks are asked to provide other legal information, certificates and statements. Therefore, first find out all the information by visiting the institution.
Which bank to choose is up to you. Government institutions are renowned for their stability and reliability. But private banks of the Republic of Belarus have also been working well in recent years. Consider different proposals and only then make a decision.
The final stage of registration of legal entities and entrepreneurs
When you have gone through all the above stages of registration, you can proceed to the direct implementation of commercial activities. However, it is worth remembering about a number of formalities:
- prepare a book of comments and suggestions, accounting checks;
- issue an electronic key for reporting;
- provide the necessary documentation to the tax service (we recommend contacting your inspector and clarify which certificates are needed to form an accounting file).
In Belarus, there is an opportunity to use the simplified taxation system (USN). New legal entities must switch to this system no later than 20 working days in advance.
Also explore the possibility of using preferential tax regimes. For example, when concluding an investment agreement with the Republic of Belarus, you can receive significant benefits for construction or modernization.
Borius Consulting company offers services for registration of legal entities and entrepreneurs in Minsk.