Reorganization of a private unitary enterprise into an LLC in Belarus

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  1. We make a decision on reorganization
  2. Notifying creditors
  3. We notify employees
  4. We agree on the name
  5. We approve the new charter
  6. Making a contribution by a new participant
  7. Registration of the reorganization of a private unitary enterprise into an LLC
  8. Reorganization notification to third parties
  9. Registration of labor relations with employees
  10. We make changes to the permits

This manual describes in detail the process of reorganizing a private unitary enterprise into an LLC. If you are going to sell a private unitary enterprise, then we recommend using the instructions for the sale of private unitary enterprises

Step 1. We make a decision on reorganization.

The founder of the reorganized PUE 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.

Step 2. 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.

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Step 3. 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 4. 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.

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Step 5. 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 6. 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.

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Step 7. 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 PUE and order a new one.

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Step 8. 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 9. 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 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 10. 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.

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