The Belarusian legislation allows remote registration of a limited liability company (LLC) – applicants need not appear personally at a registrar’s office. You can register an LLC via the Internet by filling out the necessary documents in electronic form. However, in reality this method is not quite popular: it requires more expenses and additional procedures, as first of all you need to buy an electronic digital signature key from the National Certification Center.
Let’s take a closer look at all the steps required to register an LLC in Belarus.
Approving company name
Before submitting documents to a registrar, you’ll need to agree the name of the would-be LLC. An application is required tothat effect. Name approval procedure is free of charge.
Belarusian regulations do not require applicants to submit location information to a registrar. However, such information must be provided in the LLC’s charter and in the application for state registration. An important requirement: a corporate office must be located on non-residential premises.
Drawing up a charter
Corporate by-laws shall be carefully thought out in advance. Each amendment of a document will require additional approval. Therefore, to avoid wasting time on unnecessary paperwork, it’s better to make use of an already existing LLC (OOO) with a sole or several participants.
Approving the decision on LLC incorporation
Belarusian regulations do not prescribe a form for a decision on the foundation of a limited liability company. We offer ready-made samples of the document, for an LLC with a single participant or with several participants. A sole participant of an LLC decides on the foundation at his/her sole discretion.
Convening a founders’ meeting
Where an LLC has been created by a sole participant, the holding of a founders’ meeting is not required. In other cases, the founders must meet in person. At the meeting, the participants shall discuss relevant topics and render respective decisions.
Forming LLC’s authorized capital
The company’s authorized capital can be formed through cash and/or valuable assets, such as various types of property, securities or property rights. The Belarusian legislation does not prescribe a minimum value of the authorized capital. Founders must decide on its size on their own.
Paying the state duty
The legislation prescribes a payment of a fee (1 basic amount) for the registration of an LLC. Payment details can be found on a website of a local registrar (normally, it is a local municipal administration or executive committee).
Assembling a document suite for LLC registration
The following documents must be submitted to a local registrar:
Application on form approved by Appendix 1 to the Resolution of the Ministry of Justice of the Republic of Belarus No. 8 dated 27.01.2009.
Two copies of the LLC’s charter. You need not have them notarized. Also, the LLC’s charter on electronic media (.txt and .rtf) shall be submitted.
Confirmation of payment of state duty. The original payment document must be submitted to the local administration. Please note that the pay clerk must indicate his/her initials and position on the document. The date of submission shall also be indicated on the receipt.
Other documents, as required, and a carton document folder.
Transfering the document suite to a registrar
Registration of a limited liability company is carried out by a local executive committee or local administration. In case you register a company in Minsk, you need to submit documents to Minsk municipal executive committee. It’s better to first call by phone and make an appointment for an exact date and time.
When visiting a state body, you must be ready to prove your identity with an identity document (e.g. passport).
An LLC is deemed to have been registered on the day of submission of the application to the local registrar.
Obtaining a document confirming LLC registration
Once the registration procedure has been completed, the registrar will issue the following list of documents:
A copy of company charter with a seal confirming state registration. It is normally issued on the same day when the document suite has been submitted.
The certificate of LLC registration is issues on the same or the next day.
Also, certificates confirming LLC registration with the local tax department, statistical authority, Social Protection Fund, and insurance company.
Acquiring a corporate seal
A corporate seal can be produced by any manufacturer. You’ll need to furnish a document confirming state registration of your LLC.
Creating a journal of recommendations and concerns, a book of inspections
A journal of recommendations and concerns shall be kept at company’s premises and at each sales outlet (where goods are sold, services are rendered or certain types of work are performed). An LLC is also obliged to start keeping a book of inspections within one month after registration with the tax authorities. The book must be numbered, bound, contain signatures and seals.
Organizing LLC management
Where an LLC has several members, it is managed collectively. Where necessary, a board of directors may be created. Where there is only one participant, an LLC will be managed single-handedly.
Opening an account with a financial institution
A limited liability company must conduct economic activity, hence, must open an bank account. A mandatory requirement is that an LLc’s bank account must be in Belarusian rubles. In some cases, it is possible to conduct business in a foreign currency.
Submitting information about the payment of taxes under the Simplified Taxation Scheme (STS)
A note indicating a type of STS used shall be made on the tax return.
At present, there are two STS options:
- Paying a 5% tax from gross revenue, without VAT;
- Paying a 3% tax from gross revenue, with VAT.
For LLC registration services, you can contact the specialists of Borius Consulting LLC.