A closed joint-stock company shall be deemed to be such a company whose charter capital is divided into a certain number of shares belonging to its founders or to another predetermined circle of persons.
Registration of a closed joint-stock company in Belarus is carried out in the manner established for the registration of all commercial organizations, but it has some distinctive features. So, when establishing a company, it is necessary to sign an agreement on the establishment of a closed joint-stock company in which the responsibilities of the founders are distributed, and a person who has the right to sign the application for registration of the closed joint-stock company is appointed, as well as in the minutes of the founders' meeting. And also at the preparatory stage, the question is being decided whether the founders will be mentioned in the charter and entered into the USR.
The distinctive features of the company include:
-the number of founders varies from 1 to 50;
-the minimum size of the authorized capital is 100 basic units, which must be formed within 12 months from the date of registration of the company;
The main governing body of the company includes all the founders and it is called a meeting of shareholders
CJSC shareholders have priority in buying shares when they are sold by one of the participants.
Data on the founders of a closed joint-stock company may not be entered in the Unified State Register of Legal Entities and Individual Entrepreneurs (USR), if such a decision was made at a meeting of the founders and upon signing the agreement on the establishment of the closed joint-stock company.
Determination of the number and composition of shareholders. Conclusion of an agreement on the establishment of a company
During the general meeting of shareholders, responsibilities are allocated for the preparatory phase of the registration of a closed joint-stock company, a person is appointed who is entitled to sign an application for registration of a closed joint-stock company and determines the amount of non-monetary contributions to the authorized capital, the grounds for convening a meeting of shareholders are determined, and an agreement on the creation of a closed joint-stock company is concluded.
The minutes of the meeting are drawn up, in which, in addition to the above decisions, the following are introduced:
- information about the founders and their number;
- par value and number of shares issued and the principle of their distribution;
- size and procedure for the formation of the authorized capital.
Naming approval - the procedure is free. This can be done by personal appeal to the registration authority, as well as by mail, e-mail.
The name of the company is chosen by the founders and must comply with the following requirements:
- should not be identified with the already registered names of legal entities (you can check for uniqueness in the USR database);
- should not contain the names of states and state bodies, generally accepted abbreviations and pseudonyms of famous personalities;
- must not be contrary to moral principles.
As a rule, the registration address of a CJSC is the address of the location of the company's management bodies. If the management body does not have a permanent address, then a closed joint-stock company may be registered in a room intended for commercial activities or at the location of the head.
It is possible to register a company in a residential building, but subject to the following conditions:
- coordination of such registration with the local administration, executive committee;
- only in single-family houses or part of the house;
- subject to sanitary, fire, urban development standards.
Registration of a company in a residential building will entail an increase in utility payments.
During the meeting, in the presence of all founders, the charter of the company and its structure are adopted. The issue with the legal address of the organization is being addressed. The charter shall contain the following information: quantity, value, categories and order of circulation of shares; the procedure for acquiring shares by non-founders; amount of dividends on preferred shares; distribution of property and shares in case of liquidation of a closed joint-stock company.
The votes of the founders vary in importance and, as a rule, correspond to the number of shares held. This is important when making decisions by the constituent assembly.
When applying for registration of a closed joint-stock company, you must also provide:
charter in 2 copies;
electronic copy of the charter;
document confirming payment of the state registration fee.
It is important to remember that the application is submitted with the application according to the number of founders.
When establishing a CJSC by a foreign legal entity or individual, it is also necessary to provide an extract from the trade register of the country of establishment of the non-resident, or a copy of an identity document translated into Russian or Belarusian, respectively. These documents must be legalized.
The certificate of state registration is issued the next day after the application and registration of the company.
Also, within 5 days, a conclusion is issued on registering the organization with the Social Protection Fund, BRUSP "Belgosstrakh", the Inspectorate of the Ministry of Taxes and Dues.
Registration of a closed joint-stock company is carried out on the day of filing an application with a properly executed package of documents.
The state duty for registering a closed joint-stock company in Belarus is one base amount. For information on the cost of registration of a closed joint-stock company, please write to our contact email in the "Contacts" section or call the contact number indicated there.
After receiving the certificate of registration of the company, you can proceed to the issue (issue) of shares.
CJSC shares may be:
simple - they give the right to their owner to receive a dividend, the right to participate in the general meeting and vote, and in case of liquidation of the company - the right to receive part of the property;
privileged - the owner does not have the right to participate in the general meeting and vote, but gives the right to receive a fixed amount of dividends and the right to a fixed part of the property when the company is liquidated.
To issue and register shares of a company, it is necessary:
During the constituent assembly, determine the size of the authorized capital (at least 100 basic units), type, quantity, and nominal value of shares. The decision on the issue of shares is a separate document.
Conclude an agreement with the depository, open a “depot” account (account for securities).
Register shares in the Securities Department of the Ministry of Finance of the Republic of Belarus, receive a certificate of state registration of shares of a closed joint-stock company.