Registration of LLC in Belarus
When choosing a legal form for registering your business, you should pay attention to a limited liability company, since LLC has a number of advantages.
Advantages of LLC over other legal forms of business organization
– the founder can be both one person and fifty (no more);
– lack of a minimum size of the authorized capital;
– statutory fund can be formed using both monetary and non-monetary assets;
– the ability to use a simplified tax system;
To register an LLC, an individual and a legal entity, both being and not a resident of the Republic of Belarus, can;
the possibility of alienation by any participant of their share to another person, as well as the opportunity to receive their share and withdraw from the participants;
the founders are not liable with their own funds for the obligations of the LLC, the company is liable for debts belonging to it with property and cash;
fast enough registration procedure.
Step-by-step instructions and general procedure for registering an LLC in Belarus
Determination of the number and composition of founders
Persons who have expressed a desire to create a business hold a meeting of the founders, where they sign a protocol on the decision to register the LLC. The protocol indicates the passport data of all the founders, describes the agenda, as well as a list of issues with the voting results of all the founders.
LLC name approval (name for LLC)
The name of the LLC is chosen by the founders and must comply with the following requirements:
– should not be identified with the already registered names of legal entities;
– 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.
After choosing a name, it must be checked for uniqueness in the USR database of legal entities and individual entrepreneurs.
Naming approval – the procedure is free. In order to register the name, it is necessary to apply with a personal application to the registration authority. It is also possible to send documents by mail or e-mail.
Choosing a legal address for LLC
LLC is registered in non-residential premises. It is possible to register a company in a dwelling, subject to certain conditions, but this will entail an increase in tariffs for paying utility bills. The conditions for registration of LLC in a residential building include:
– 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.
When choosing a legal address, it is necessary to take into account that it is necessary to report to the tax inspectorate and the social protection fund of the area where the organization is registered.
Definition of a business activities for LLC
The founders of the LLC independently determine the types of activities of the organization in accordance with the National Classifier of the Republic of Belarus OKRB 005-2011 “Types of Economic Activity”. When the organization is engaged in several types of activities, it should determine its main type and secondary types.
The choice of taxation form for LLC
It is necessary to determine the form of taxation within 20 days from the date of registration of the company.
In Belarus, there are 2 forms of taxation for LLCs:
general taxation system (DOS);
simplified tax system (STS).
So, DOS is provided for all companies if, when submitting documents to the tax authority, the authorized person of the LLC did not state other wishes. Under this system, an organization pays income tax and VAT.
With the simplified tax system, the payer has the right to choose to pay tax at a higher rate without paying VAT, or at a lower rate, but already with VAT. STS is paid from the organization’s revenue, its costs do not affect the amount of tax.
However, there are restrictions on the application of the simplified tax system for certain types of activities, such as insurance, real estate, lottery.
Charter of LLC
The charter of the LLC regulates the relations between the founders of the company among themselves, between the founders and the director
The charter should contain:
name and legal address of LLC;
governing bodies of LLC;
the procedure for convening a general meeting of participants;
quorum of the general meeting of participants and voting procedure;
inheritance of shares in case of death of the participant.
In this regard, the statutes templates posted on the Internet are unlikely to be suitable for the purposes of a particular organization, taking into account its type of activity and the relations between the founders. It is better to carefully revise the template charter and make all the necessary additions and changes that are important directly for the purposes of your organization.
To register an organization, its charter must contain information on the size of the authorized capital (capital). By Belarusian legislation, the authorized capital for an LLC is not limited, that is, a minimum threshold is not established.
Methods of LLC registration
There are two ways to register an LLC: by personal appeal and “without leaving home”.
Personal registration of a legal entity occurs by contacting the registration authority at the place of residence. Before contacting the registering authority, it is necessary to agree on the name, determine the location of the legal entity and prepare a charter. When applying, you must provide the necessary documents.
Online registration of a company is possible on the portal of the Unified State Register of Legal Entities and Individual Entrepreneurs – egr.gov.by. To do this, you need to log in to the portal using an electronic digital signature.
Before starting registration on the portal, it is possible to check the name of the legal entity for employment. Then proceed to the registration procedure. The application is submitted by filling out an electronic form. The necessary documents are attached electronically.
Necessary documents for registration of LLC
The following documents must be submitted to the registration authority:
application for state registration of LLC;
if the founder is an individual non-resident of the Republic of Belarus, it is necessary to provide a translation of a passport certified by a notary; and for a legal entity – an extract from the trade register of the country of the institution legalized in due order, also translated into Russian or Belarusian;
document confirming payment of state duty;
charter in 2 copies (both must be signed);
charter in electronic form.
Application for registration of LLC
An application for state registration must be signed by the founders. If there are more than 3 founders, it is possible to authorize one of them to sign a statement in the presence of an employee of the registration authority.
The director or another person authorized by the company’s charter or power of attorney is entitled to sign the application.
Power of Attorney for registration
A power of attorney for the registration of an LLC is issued to a person authorized by the founders of the company to submit such an application and must be notarized.
The power of attorney must contain all the powers of a representative.
If the power of attorney is issued by a foreign state with which the Republic of Belarus has not concluded international treaties on recognition of documents with the official stamp, then it must be legalized.
The power of attorney must be translated into Russian or Belarusian.
State fee for registration of LLC
The state duty for registering an LLC is 1 base amount.
With online registration there is exemption from payment of state duty.
Terms and results of LLC registration
LLC registration is performed on the day of filing the application and documents with the registration authority.
A record of the registration of the TOE is entered into the USR, and the newly created business entity is assigned a number in the USR. In the upper left corner on the first page of the charter a stamp is put down in which the number is entered in the USR, the date of registration and the signature of the registrar.
The certificate of state registration of the LLC is issued the day after the registration of the company.
The registration authority independently carries out registration of the registered LLC with the tax inspectorate, statistics, social security fund, registration with Belgosstrakh and issues the relevant documents: notifications of registration with the statistical authorities, certificate of registration with Belgosstrakh.
Buy legal address for registration of LLC
In Belarus, renting a legal address for an LLC is popular, as it is more economically feasible than buying a non-residential property. There are a huge number of organizations on the market that provide legal address rental services. It is better to give preference to such an address where you can actually receive correspondence addressed to you.
What to do next after registering an LLC?
After receiving a certificate of state registration, you can begin to manufacture the seal of LLC.
It is necessary to determine the governing bodies (usually a director) and determine who will keep the accounting records (staff accountant or organization providing accounting services).
Then you can proceed to opening a bank account. For this, copies are provided to the bank:
certificates of state registration;
an employment contract and an order (or a management contract);
minutes of the Constituent Assembly (not all banks require).
Refusal to register LLC
The registration authority may refuse to register an LLC in the following cases:
improper execution of necessary documents;
registration application in violation of the legislation of the Republic of Belarus;
submission of documents to the improper registration authority.
Turnkey LLC registration cost
The cost of registering an LLC may depend on many factors. Contact us for information on the cost of registering an LLC.