Sale of private unitary enterprises in Belarus
- Instruction plan
- Documents in the program
- Our legal services
- Related instructions
- Checking the coordination plan
- We make a decision on reorganization
- Notifying creditors
- We notify employees
- We agree on the name
- We approve the new charter
- Making a contribution by a new participant
- Registration of the reorganization of a private unitary enterprise into an LLC
- Exit of the seller of the private unitary enterprise from the LLC
- Conversion of an LLC into a private unitary enterprise
- Reorganization notification to third parties
- Registration of labor relations with employees
- We make changes to the permits
Many people know that the sale of a private unitary enterprise (hereinafter also PUE) can be carried out in two ways: either through the reorganization of a private unitary enterprise in the form of transformation (often referred to as "double reorganization"), or as a sale of a private unitary enterprise as a property complex. Without dwelling in detail on the advantages and disadvantages of one or another method, it should only be said that through the reorganization of a private unitary enterprise into an LLC, about 95% of transactions for the sale of a private unitary enterprise take place. The essence of this method lies in the reorganization of the private unitary enterprise into an LLC, where the seller and the buyer will be the participants together and, in the future, either the new participant buys a share of the old one, or reverse reorganization into the private unitary enterprise after the seller submits an application for withdrawal.
It is necessary to say about in which case it is still better to use the institution of registration of a purchase and sale transaction of a property complex for the sale of a private unitary enterprise. This should be done to buyers of private unitary enterprises with a large amount of property and long-term work experience. When registering a transaction for the sale and purchase of a property complex, an audit opinion is prepared, which increases the legal frequency of the transaction.
Step 1. Checking the audit coordination plan.
The completion of the reorganization is not possible until the completion of the scheduled check. You can find out if an enterprise is included in the coordination plan on the website of the State Control Committee of the Republic of Belarus. In the event of a reorganization of an enterprise included in this plan, it is possible to invalidate the registration of changes to the charter in connection with the reorganization, despite the fact that the type of reorganization used in the sale of a private unitary enterprise - transformation, in itself cannot entail a decrease in the property mass and, therefore , does not affect the interests of the state in the event of imposition of financial sanctions based on the results of the audit.
Step 2. We make a decision on reorganization.
The founder of the sold private unitary enterprise accepts reorganization decision, in which determines the name of the created economic company, approves deed of transfer through appropriate solutions, establishes the size of the statutory fund to be contributed by a new participant.
It is especially worth mentioning the deed of transfer; this document is prepared with the participation of the company's accountant. And although it should essentially reflect the transfer of all the assets of the enterprise to the LLC and does not imply the splitting of assets, it should not be neglected, since it is the transfer act drawn up following the results of the inventory that is the legal basis for the adoption of assets and liabilities created in the process of reorganization of the LLC ChUP.
The decision on reorganization must be notified to the tax authorities within three days if the registration of the organization took place not at the time of registration. Thus, this applies only to enterprises registered before the adoption of the Decree of the President of the Republic of Belarus No. 1 dated January 16, 2009, which provides for the registration of organizations at the time of registration.
Step 3. Notification of creditors.
Although the reorganization in the form of transformation does not entail the dilution of the property assets of the enterprise, representing in fact a change of name, which is also evidenced by the way of registration of this reorganization: amending the charter, notify creditors on the reorganization is still necessary, and all, and not only those, the due date of obligations to which has come. Creditors do not have the right to prohibit the reorganization, but they have the right to demand the early termination of obligations to themselves.
You should also notify the tax authorities and other bodies exercising control over the payment of mandatory payments about the reorganization. This should be done even if the notification, as in the case of the tax authorities, is not mandatory for all types of commercial organizations.
Step 4. Notifying employees.
All employees of the reorganized enterprise notified on reorganization not less than 30 days in advance. They will have the right to refuse to continue their employment relationship with the new legal entity created by way of reorganization. It is advisable to make a notification against signature, and not by posting information on stands or other places accessible for viewing.
Step 5. Name approval.
It is necessary to produce name negotiation created as part of the reorganization of the LLC in the registration authority. Even if the brand name does not change. The name can be agreed by the director or a representative of the private unitary enterprise, acting on the basis of a power of attorney. A document confirming the authority of the relevant person is attached to the application for the approval of the name.
Step 6. Approval of the charter of the LLC.
After agreeing on the name, it is necessary to prepare charter of a new LLC... This charter is reviewed general meeting LLC participants for the purpose of approval. Also, in addition to approving the charter of an LLC, the said meeting approves the procedure for participants to register an LLC, form a charter fund, and distribute the shares of participants.
Step 7. Making a contribution by a new participant.
A new participant (buyer) is obliged to make a contribution attributable to his share to the authorized capital before the registration of the reorganization. The position of the registering authorities, although not obliged to check the charter and the fact of the formation of the authorized capital, is that it is inadmissible to extend the 12-month period for the formation of the authorized capital of a newly created organization to commercial organizations created as a result of reorganization in the form of transformation.
Step 8. Registration of the reorganization of a private unitary enterprise into an LLC.
Registration of the fact of reorganization of a private unitary enterprise into an LLC is carried out by registration of changes and additions in the constituent documents of the PUE. To do this, the head (representative by proxy) of the private unitary enterprise submits to the registering authority a package of documents consisting of an application in the established form, the original certificate of the private unitary enterprise, 2 copies of the charter signed by the participants, a disc with a written charter, as well as a document confirming the applicant's powers. The new participant, in turn, signs the founder's questionnaire ("Sheet A"), confirming the absence of grounds for acquiring the status of a founder of a commercial organization.
As a rule, the next day after registration of amendments and additions to the constituent documents of the enterprise, the registration authority issues a certificate of registration of the LLC. Also, a notice of tax registration is issued for the fifth worker after registration of the LLC.
Do not forget also destroy the seal the former private unitary enterprise and order a new one for the LLC.
Step 9. Withdrawal of the seller of the private unitary enterprise from the membership of the LLC.
Fulfilling its part of the obligations to sell the private unitary enterprise, the seller submits an application for withdrawal from the membership of the LLC. This statement itself entails a number of legal consequences, expressed, in particular, in the payment to the exiting participant of a part of the profit and the value of the LLC property, respectively.
For this step, we recommend using our instructions. when a participant leaves the LLC and documents in it.
Step 10. Conversion of the LLC into a private unitary enterprise.
The sole participant of the LLC decides to reorganize the LLC back into a private unitary enterprise. This process entails a sequence of actions, in general, similar to the process described above for reorganizing a PUE into an LLC (steps 2-8). This process includes conducting an inventory, drawing up and approving a deed of transfer, agreeing on the name of the private unitary enterprise, notifying creditors, employees, registering changes and additions to the charter of a commercial organization.
If the new participant (buyer of the private unitary enterprise) does not want to transform the LLC back into the private unitary enterprise, then this step can be skipped.
Step 11. Providing information about the reorganization to third parties.
It is necessary to send a notification letter on the completion of the reorganization to counterparties, including the bank, as well as to the authorities exercising control over the payment of mandatory payments. The tax authorities, the Federal Social Security Service and the bank will also need to send a copy of the charter of the private unitary enterprise and the certificate of registration. It is especially important to inform the counterparties in the event of a change in the name and legal address during the reorganization.
Step 12. Registration of labor relations with employees.
Labor relations with employees who have expressed their consent to continue labor relations with a business entity formed as a result of reorganization are formalized by publishing order on personnel on the continuation of labor relations. It is possible to issue one general order for all employees. It is also necessary to make the appropriate entries in the work books of employees, as well as conclude additional agreements to the current employment contracts.
Step 13. We make changes to the permits.
This step will be necessary for those who carry out entrepreneurial activities on the basis of a license (special permit) to perform certain types of work. Until recently, the legislator demanded that such persons obtain a license anew, regardless of the type of reorganization, while the licensed activity should have been suspended. At the moment, it is not necessary to obtain a license if the reorganization did not lead to a change in the account number of the organization's payer. It is this form of reorganization that is represented by reorganization in the form of transformation. However, now the legislator has provided for another obligation for such persons - amending the license in connection with the change of name.
This procedure is much simpler than obtaining a license again, and also does not require the suspension of licensing activities. As a rule, the license holder is only required to draw up an application for amendments to the license with the attachment of certified copies of registration documents, as well as pay a state fee. A month has been set for making changes to the license in connection with this circumstance.
Business entities working in the field of construction and having certificates of construction organizations, certificates for the performance of construction work and certificates of technical competence will also have to face a number of formalities. In the case of a certificate for the performance of construction work and a certificate of technical competence, it will be necessary to amend the corresponding document in connection with the change of name. But in the case of a certificate of a construction organization, it will be necessary to apply for the issuance of a new certificate within three months in accordance with the general procedure.
Thus, the reorganization in the form of transformation, mediating the sale of the private unitary enterprise, also does not entail the need to terminate the activity, however, the procedure for renewing the certificate of a construction organization will require more efforts than making changes to the license. We hope that in the near future this injustice will be corrected by the legislator.
Escort from 300 BYN
- Consultation on the sale of private unitary enterprises;
- Accompanying in all government agencies or without the participation of the client by power of attorney;
- Preparation of documents for the sale of private unitary enterprises.
Our lawyers in Minsk and regional cities of Belarus
Senior Associate, Master of Laws
Experience: 11 years
Lawyer-licensee in Gomel
Experience: 12 years
Lawyer-licensee in Brest
Experience: 9 years
Lawyer-licensee in Mogilev
Experience: 14 years
Lawyer-licensee in Vitebsk
Experience: 14 years
Lawyer-licensee in Grodno
Experience: 12 years
Lawyer-licensee in Gomel
Experience: 10 years
Reorganization of a private unitary enterprise into an LLC in Belarus
Here is a detailed instruction on the reorganization of a private unitary enterprise into an LLC, all the necessary documents and our legal services
Closure of a private unitary enterprise in Belarus
Liquidation of a private unitary enterprise in Minsk. ✔️ We will competently close the PUE. Step-by-step instructions for liquidating a private unitary enterprise. 🗣 Professional consultation. Telephone for inquiries ☎: +375 (33) 681-89-35.