A closed joint stock company is a private organization. Its authorized capital is divided into shares. A significant difference between a CJSC and other companies is that the circulation of securities in it is reduced.
Formalize an agreement on the organization of the company
The minutes of the founders’ meeting in relation to the CJSC are similar to the agreement on the organization of the company. The document refers to civil law agreements. It must be issued in writing. The document must contain a number of information about a closed joint-stock company. It should indicate who its founders are, how many of them, what is the value of securities, whether they are classified as ordinary or preferred, how they are divided among the participants of the joint-stock company, and so on. Please note that the minimum size of the authorized capital is fixed in the Belarusian legislation. It must be at least 100 base values.
Approve the name
The procedure for naming a closed joint-stock company is the same as for other private enterprises. The main requirement is not to use already existing and documented names of other legal entities, as well as similar to them to the extent of comparison.
To convene the founders for a meeting
At the meeting of the founders of a closed joint-stock company, its charter, the principle of the company’s management and the format of securities circulation should be agreed upon. If the number of shareholders exceeds fifty, it is necessary to organize a supervisory board. A significant difference between a CJSC and an LLC is that in a closed company, shareholders are not equal in rights, and decisions should not be made after the consent of an absolute majority. The degree of a shareholder’s influence on the firm is the higher the larger the block of shares he owns. Decisions are made after at least 75% of the participants of the meeting have come to a consensus.
Provide papers for registration of CJSC
The list of documents that must be submitted to the state agency for the legal registration of a CJSC is the same as for other private companies.
Get the papers confirming the registration of CJSC
After receiving the package of documents, the administration or the executive committee should familiarize themselves with them. In the charter, the representative of the registering authority is obliged to put an official seal. This moment is the starting point after which the joint-stock company is considered open. The tax authorities are also aware of its existence. A document confirming the registration of a CJSC — a certificate — can be provided together with the charter. A letter stating that the company has been registered does not arrive earlier than five days after registration.
Open an account with a financial institution
It must be issued in a Belarusian bank. This can be done immediately after receiving a certificate of registration of a joint-stock company. It is not worth delaying the opening of an account, at least because the CJSC will not be able to carry out its activities without it. Although the terms of opening an account for a closed joint-stock company are not set. It must be issued in Belarusian rubles, if necessary — in foreign currency. Registration of a bank account is the concern of the director of the CJSC or his authorized representative.
Register securities
The securities authority will formalize the shares of the company two months after receiving the certificate of registration of the CJSC. The procedure is started after the head of the CJSC or his authorized person applies to the relevant state agency. Also, the company must find a specialist who will deal with securities cases. If there is none, then you can conclude an outsourcing agreement with the bank.
