Registration of a private unitary enterprise in Belarus
- Instruction plan
- Documents in the program
- Our legal services
- Related instructions
- Name approval
- Preparation of the charter
- Deciding to create
- Formation of the statutory fund
- Payment of state fees
- Preparation of documents for registration
- Submission of documents to the registration authority
- Documents receiving
- Purchase print
- Books of comments, suggestions and for checks
- Organization of management: appointment of director, accountant.
- Opening a bank account
- Submission of a notification about the transition of the simplified tax system
- Do you need a license?
Step 1. Brand name approval
Before submitting documents for state registration to the registering authority, the owner of the property of the created private unitary enterprise must agree with the registering authority the corporate name of the private unitary enterprise. Company name approval is carried out after submission naming approval statements at no extra charge.
Before contacting the registering authority, the applicant can check the selected name using the list of agreed names of legal entities posted on the USR web portal (http://egr.gov.by).
Application receipt method
Duration of the procedure
Personal appeal with presentation of an identity document
On the day of application (if you apply one hour before the expiration of the working hours of the registering authority, the name can be agreed on the next business day)
Two working days from the date of receipt of the application
In electronic form through the USR web portal
Not later than the next business day from the date of sending the application
The corporate name of a private unitary enterprise must meet the following requirements:
- the name must contain the words "unitary enterprise";
- the name must contain an indication of the nature of the activity (for example, production, trade, service, transport, trade and production, etc.);
- the name must contain an indication of the form of ownership (private, republican or communal, while the name of an enterprise whose property is in the private ownership of a legal entity should not use the word "private");
- the name of the subsidiary must contain the word “subsidiary”;
- the name should not be identical (similar) to the names of already existing legal entities or previously agreed and reserved names of the created legal entities, and also should not be confusingly similar to them.
Also, the legislation contains an indication of a number of words, the approval of which as part of the corporate name of a private unitary enterprise is not allowed.
A private unitary enterprise may have an abbreviated name, which is indicated in the charter of a private unitary enterprise and is also subject to approval by the registering authority. In the abbreviated name of a private unitary enterprise, the property of which is privately owned by an individual, only the words "private enterprise" are indicated. In the abbreviated name of a private unitary enterprise, the property of which is privately owned by a legal entity, only the words "unitary enterprise" are indicated. In the abbreviated name, the indication in the form of an abbreviation of the organizational and legal form of unitary enterprises is not allowed (i.e., the use of abbreviations UP, ChUP, ChTUP, etc.).
Based on the results of the agreement, the applicant is issued one of the following documents:
- confirmation of the approval of the name;
- refusal to agree on the name.
The agreed name is reserved in the USR for one month. During this period, the applicant has the right to use this name for state registration of the created private unitary enterprise.
Step 2. Locating
If the founder of a private unitary enterprise is an individual, such a person, as a rule, has the opportunity to register the location of the private unitary enterprise in a residential building (apartment, residential building). This will entail the accrual of utility bills at tariffs for legal entities.
The implementation of production activities (performance of work, provision of services) in the residential premises, which is the location of the private unitary enterprise, is not allowed without transferring this premises to non-residential premises. Transfer of residential premises to non-residential premises is allowed only in limited cases.
If you want to save money on the office, you can order a legal address (4 square meters) from our partners at a price of 60-80 rubles per month. When ordering through our website, a letter of guarantee with a legal address will be ready and delivered to you by the time a private unitary enterprise is opened, which will significantly simplify the process of opening a private unitary enterprise without unnecessary financial costs.
Step 3. Preparing the charter
Changes to the charter of a private unitary enterprise are subject to state registration. In this regard, it is advisable to provide for all the necessary and significant provisions during the initial development of the charter. For these purposes, we recommend using the form of the charter of the private unitary enterprise prepared by us.
Step 4. Deciding on creation
The forms of the decision on the creation of a private unitary enterprise are not established in the legislation. When deciding to create a private unitary enterprise owned by an individual, we recommend using the form prepared by us for the decision to create a private unitary enterprise an individual.
When deciding on the creation of a private unitary enterprise, the owner of which is a legal entity, such a decision, as a rule, is made by the supreme governing body of the legal entity (for example, the general meeting of participants (shareholders) of a business company). A subsidiary enterprise is not entitled to create unitary enterprises.
Step 5. Formation of the authorized capital
The authorized capital of a private unitary enterprise may consist of monetary and (or) non-monetary contributions (securities, property rights, other property).
The authorized capital of a private unitary enterprise must be declared in Belarusian rubles. When making a contribution to the authorized capital of a private unitary enterprise in foreign currency, its recalculation is carried out at the official rate of the Belarusian ruble to the corresponding foreign currency established by the National Bank of the Republic of Belarus as of the date of actual making of this contribution.
The size of the authorized capital of a private unitary enterprise is determined by its founder. The legislation does not establish the minimum size of the authorized capital for a private unitary enterprise.
According to the current legislation, the founder of a private unitary enterprise can, at its discretion, form the authorized capital of a private unitary enterprise:
- before the state registration of the private unitary enterprise;
- within 12 months from the date of state registration of the PUE;
- within a period of less than 12 months from the date of state registration of the private unitary enterprise, if such a period for the formation of the statutory fund is provided for in the charter of the private unitary enterprise.
If the founder of a private unitary enterprise makes a decision on the formation of a statutory fund before the state registration of a private unitary enterprise, he needs to open a temporary bank account to make a monetary contribution. To do this, the bank is provided with an application for opening an account and a decision to create a private unitary enterprise. The opening of a temporary account is carried out in the manner prescribed by the bank by concluding a temporary account agreement. Based on the results of this operation, the founder is issued a payment document (receipt) on the formation of the statutory fund.
When forming the statutory fund by making a non-monetary contribution, an assessment of its value must be carried out. In the case of an independent assessment of the value of a non-monetary contribution made to the authorized capital of a commercial organization, an examination of the reliability of this assessment is not carried out.
If the founder of a private unitary enterprise makes a decision on the formation of the authorized capital after state registration of the private unitary enterprise, the monetary funds as a contribution to the authorized capital are already deposited into the open current (settlement) account of the private unitary enterprise.
Step 6. Payment of the state fee
As a general rule, the size of the state fee for the state registration of the first private unitary enterprise is one basic amount, which currently amounts to 25,5 Belarusian rubles.
Requisites for paying the fee are usually indicated on the websites of the relevant registration authorities (executive committees, administrations).
Details for payment of the state duty in Minsk
|Checking account||(IBAN) BY03AKBB36021010000710000000|
|JSC "ASB Belarusbank"|
|Bank code||(BIC) AKBBBY2X|
|payment code:||for Legal entities - 03001|
|Individuals - 03002|
|Payment receiver:||Main Directorate of the Ministry of Finance for Minsk|
|Purpose of payment:||State duty for state registration of a legal entity or for state registration of amendments (additions) to the charter of a legal entity|
Updated as of 15. 10.2019
We recommend that you check the relevance of the details on the official website of the Minsk City Executive Committee: https://minsk.gov.by/ru/org/8643/attach/cfab087/index.4.shtml.
Step 7. Preparation of documents for state registration
For state registration as a private unitary enterprise, the following documents are required:
- Statement according to the form approved by Appendix 1 to the Resolution of the Ministry of Justice of the Republic of Belarus dated January 27.01.2009, 8 No. XNUMX.
- Charter in duplicate without notarization, its electronic copy (in .doc or .rtf format). The electronic carrier is attached to the materials of the registration file.
- For the owner of property, founders who are foreign organizations - legalized extract from the commercial register of the country of establishment or other equivalent proof of the legal status of the organization in accordance with the legislation of the country of its establishment, or a notarized copy of these documents (the extract must be dated no later than one year before the day of filing an application for state registration) with translation into Russian (the translator's signature is notarized).
- For the owner of property, founders who are foreign individuals - copy of identity document, with translation into Russian (the translator's signature is notarized).
- Original or copy of the payment document confirming the payment of the state fee... When submitting a copy of the receipt to the registering authority, the original must also be provided. A note is made on the receipt of the date of its submission to the body collecting the state duty, which is also certified by the signature of the official of the body collecting the state duty, indicating his position, surname and initials.
- Power of attorney for a representative before the registration authority (when submitting documents by a representative). A power of attorney on behalf of an individual must be notarized.
- Cardboard binder.
Step 8. Submission of documents to the registration authority
The private unitary enterprise is registered with the local executive and administrative body at the location of the private unitary enterprise. So, for example, in Minsk, a private unitary enterprise is registered with the Minsk city executive committee (Pushkin avenue 42, tel. +375 17 3082390). As a rule, by calling the registering authority, you can sign up for state registration for a certain time.
The person submitting documents to the registering authority is obliged to present the original to the employee of the registering authority. identity document (passport, residence permit).
A private unitary enterprise is considered registered on the day of receipt by the registering authority of all the necessary documents, duly executed.
Step 9. Obtaining documents from the registering authority
In the case of state registration of a private unitary enterprise, the registration authority issues:
- 1 copy of the charter with a stamp on state registration - on the day of submission of documents;
- certificate of registration of PUE - on the day of submission of documents or on the next business day. However, at the request of the created private unitary enterprise, it can be issued along with a document confirming the registration of the private unitary enterprise with the tax authorities, state statistics bodies, the Federal Social Security Service bodies, registration with the RUE “Belgosstrakh”;
- notification of registration with the indicated authorities - within five working days from the date of making an entry on the state registration of the private unitary enterprise.
Step 10. Purchase the print
Seals can be ordered from any private seal manufacturer. In order to order a seal, you must provide a certificate of state registration.
In connection with the entry into force of Decree No. 7 of November 23, 2017, from February 23, legal entities have the right not to use a seal, but for now we recommend purchasing a seal so that there are no problems when working with counterparties, the bank and other government agencies during 2018 ...
We recommend ordering a seal from our partners: they do it quickly and efficiently, and are also located right next to the executive committee where the private unitary enterprise is opening. Delivery across Minsk is possible. When ordering through our website, you do not incur additional costs, and also save time, since the print will already be ready and delivered to you by the time the PUE opens.
Step 11. Acquisition of a book of comments and suggestions, a book of accounting checks
Book of comments and suggestions
The book of comments and suggestions is kept at the location of the private unitary enterprise, as well as in the places where goods are sold, works are performed, and services are rendered.
The book is issued by the RUE "Belblankavid" Publishing House on the basis of an application for the issue of the book with a justification for the number of copies and the attachment of a document confirming the payment of the cost of the book (books). The book is registered and issued on the day the specified documents are submitted. The location of the book must correspond to the address of its location contained in the electronic data bank. The book of comments and suggestions does not need to be stitched.
The private unitary enterprise is obliged to draw up a book of accounting of inspections no later than one month from the date of tax registration. The check book should be numbered, laced, signed and stamped.
The check book is purchased additionally for each trading place on the market, trading facility and other facility in which the private unitary enterprise performs work, provides services, sells goods (except for vehicles used for transporting passengers and goods on the basis of a license).
Step 12. Organization of management
The management of the private unitary enterprise is carried out by a manager who is accountable to the owner of the property. The owner of the property has the right:
- take an employee to the position of a manager;
- independently perform the functions of a manager if the owner of the property is an individual;
- conclude an agreement on the exercise of the powers of a manager with a managing organization or with an individual entrepreneur - manager (outsourcing).
Read more in the instructions -> about the appointment of a director or manager, an accountant, the adoption of the LNLA.
Step 13. Opening a bank account
It is advisable to open a current account of a private unitary enterprise after hiring officials who have the right to sign settlement documents (manager and chief accountant), otherwise you will later have to reissue the card with sample signatures.
To open a current account, you must submit the following documents to the bank:
- an application for opening an account (it is better to specify the application form in a specific bank);
- a copy (without notarization) of the charter of the private unitary enterprise, which has a stamp confirming the state registration;
- a card with samples of signatures of officials of the private unitary enterprise who have the right to sign documents for making settlements, and a seal imprint (certification of the authenticity of signatures is carried out by bank employees).
According to the legislation, the bank cannot require the private unitary enterprise to provide any other documents other than those listed above. On the basis of the documents provided, the bank concludes an agreement with the private unitary enterprise to open a current (settlement) bank account, no later than the next business day, it opens a bank account with a number assigned to it, allowing it to establish the ownership of such an account.
We recommend opening an account with Alfa Bank. The minimum percentage of funds withdrawn from the account (cashing out) among banks is 0,5-1%. A specialist will always be in touch with you who can help with the bill. When ordering through our website, there is no overpayment and you will save time, since a bank specialist will come to you with all the necessary documents, and will also help you set up a client-bank on your computer.
Step 14. Submission of a notification of the transition to the simplified taxation system ("USN") (if necessary)
Currently, there are two types of STS:
- with the payment of tax under the simplified tax system at a rate of 5% of gross proceeds, excluding VAT;
- with payment of tax under the simplified tax system at a rate of 3% of gross proceeds, but with payment of VAT.
A note is made on the use of one or another type of simplified tax system in the tax declaration.
If a private unitary enterprise switches to a simplified tax system with VAT payment, such a private unitary enterprise will have the obligation to submit all tax returns in electronic form using special software that must be purchased from the tax authorities. This obligation is provided for VAT payers. In practice, the tax authorities often seek to impose electronic filing of returns on other categories of PUEs, but such requirements have no legal basis.
Step 15. Do you need a license - you can read here.
"Full construction" from 300 BYN
- Consultation on the opening of a private unitary enterprise;
- Consultation on the conduct of future activities;
- Tax advice;
- Assistance in providing legal entities. addresses;
- Preparation of documents for registration;
- We will advise you a bank, a legal address, inexpensive accounting services, which is profitable for you;
- Accompaniment by our lawyer during the registration of a private unitary enterprise, obtaining a seal, opening an account, tax registration.
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