Registration of CJSC in Belarus

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  1. Conclusion of an agreement on the establishment of a CJSC
  2. Name approval
  3. We hold a constituent assembly
  4. We submit documents for registration
  5. We receive registered documents
  6. Opening a bank account
  7. Registration of shares

A closed joint-stock company (hereinafter also referred to as CJSC) is a commercial organization, whose statutory fund is divided into shares. The main difference between a closed joint-stock company and an open one is the limited turnover of shares. In fact, the alienation of CJSC shares is subject to the same restrictions as the alienation of a share in the authorized capital of a limited (additional) liability company (LLC, ODO). So what is the advantage of CJSC over LLC? Someone does not find such advantages at all, but why then CJSCs are actively established, in contrast to ALC, limited partnerships, which have actually gone into oblivion? I think there may be several reasons for this. First of all, CJSC is attracted by the confidentiality of information about the founders, data about them may not be entered into the USR, while data about the LLC participants is entered without fail and is available to any person who is ready to pay one base amount for an extract from the USR. Also, CJSC is traditionally associated with big business, while LLC, due to the absence of requirements for the minimum size of the authorized capital, has become available to a wide range of people and can no longer enjoy the increased trust of counterparties. 

Step 1. Conclusion of an agreement on the establishment of a CJSC.

An analogue of the minutes of the meeting of founders in relation to a CJSC is an agreement on the establishment of a CJSC. This contract is a written civil contract. This agreement must contain information about the founders of the CJSC, information about the number, category of shares (ordinary or preferred), the par value of shares, the procedure for their distribution among future shareholders, as well as other issues at the choice of the founders. It is worth mentioning here that in relation to CJSCs, the minimum size of the authorized capital is set at 100 base units. This should be the starting point for calculating the number and par value of shares. It is also worth noting that in a CJSC, unlike an LLC, there cannot be one founder. After the registration of the CJSC, the agreement on the establishment becomes null and void.

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Step 2. Approval of the name of the CJSC.

Approval of the name of a CJSC is no different from the approval of the name of any commercial organization. That is, you cannot use the names of previously registered legal entities or similar to them to the degree of comparison, this is the main rule. Currently, the approval of the name can take place both by mail and in electronic form, as well as by personal appeal to the registering authority. 

Step 3. We hold a constituent assembly.

The constituent assembly of the CJSC approves the charter of the CJSC, its corporate governance structure, and also decides on the issue of shares. In a CJSC, where the number of shareholders exceeds fifty, a board of directors (supervisory board) should be created. An important difference between the constituent assembly of a CJSC and the constituent assembly of an LLC is that not all decisions are necessarily taken unanimously and not all votes of the founders are equal. So, the decision on the governing bodies, their appointment is made by three quarters of votes, the vote of the founder is equal to the number of shares.

Speaking about the charter of a CJSC, it should be said that special requirements for it are specified in Art. 69 of the Law of the Republic of Belarus "On Business Companies". The legal address of a CJSC, like an LLC, can only be non-residential premises for administrative purposes. The founders of a CJSC in their personal capacity may either be indicated in the charter of a CJSC, which negates the advantage of confidentiality, or not. The term for the formation of the authorized capital of the company is 12 months from the date of registration.

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Step 4. Submit documents for registration.

The package of documents submitted for registration of a CJSC by the founders to the registering body (executive committee) at the location of the CJSC specified in the charter is generally similar to the package of documents submitted for registration of any other commercial organization. We list only briefly: an application for registration of the established form, two articles of association signed by the founders, a charter on a disk, a receipt for payment of a state fee in the amount of one base unit. However, the difference will be that in the absence of information about the personalities of the founders in the charter, the founder's questionnaires are not attached to the registration application.

Step 5. We receive registered documents.

Having accepted the registration documents, the executor of the registering authority affixes a stamp to the charter. From that moment on, the CJSC is considered to be created, including registered with the tax authorities. The registration certificate can be issued both simultaneously with the charter, and the next day. A notice of registration is issued on the fifth business day after registration, but this does not mean that, until the receipt of the notice, the CJSC is not registered with the tax authorities and other authorities (FSZN, Belgosstrakh).

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Step 6. Open a bank account.

Having received the registered documents, the CJSC must open a current account in a Belarusian bank, the terms have not been set here, but since the CJSC cannot operate without an account, the head of the CJSC rarely delays with this issue. An account is opened in Belarusian rubles, as well as optionally in other foreign currencies. The head of the CJSC opens an account. The minimum package of documents for opening an account is a copy of the charter, a document confirming the authority of the head. By the time the account is opened, the manager must order and receive a seal.

Step 7. Registration of shares.

Within 2 months from the date of registration, the CJSC is obliged to register shares with the securities authority. The head of the CJSC or a person authorized by power of attorney applies for the registration of shares. It is preliminarily necessary either to hire a specialist who has a certificate of a securities specialist, or to conclude an agreement for depository services with the bank. The list of documents required for registration of shares with the securities authority is established by clause 15.9 of the list of administrative procedures, which was approved by the Resolution of the Council of Ministers of the Republic of Belarus dated February 17, 2012 N 156. This includes a statement of the established form, a decision on the issue of shares, as well as a receipt on payment of the state duty (0,2 percent of the par value of the issue of shares).

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