The most acceptable legal form for creating a company in the field of large business is an open joint stock company. In such a society, the minimum size of the authorized capital is 400 basic units, and the number of founders is not limited.
The founders of OJSCs can be any legal entities and individuals, authorities, with the exception of:
persons with a criminal record for economic crimes, crimes against property;
persons who are founders of a bankrupt or liquidated legal entity.
Shares of OJSC:
have the same face value;
distributed among an unlimited number of persons;
can be sold, gifted, alienated;
a block of shares of any founder may be alienated by him without the knowledge of other participants;
are placed by open subscription.
The name of the OJSC actually consists of two parts: the first part defines the legal form - Open Joint Stock Company (OJSC), the second part contains the unique name itself.
The name of the OJSC 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 selecting a name, it must be checked for uniqueness.
The founders of the company agree on the place of registration of the organization. OJSC can be located exclusively in non-residential premises.
The main document confirming the fact of the agreement on the creation of the OJSC, containing information about the founders and the types of shares issued, is the memorandum of association.
The memorandum of association also contains:
the procedure for the distribution of powers of founders on the creation of a public company;
the procedure for convening and holding a constituent assembly.
The memorandum of association is located at the legal address of the organization.
When creating the charter, it is necessary to determine the formation procedure and the size of the charter fund, a share in the charter capital of each founder, and actions in case of liquidation of the company.
The charter must be adopted unanimously.
Development of a project for the issue of shares and their nominal value
The issue of shares occurs after state registration of the company.
Prior to registration of a company, it is necessary to develop and approve a decision on the issue of shares. The decision is drawn up in any form, but must contain, in addition to information about the number and value of shares, in accordance with the authorized capital, other information specified by the Instruction on certain issues of issue and state registration of equity securities, approved by the Resolution of the Ministry of Finance of the Republic of Belarus.
Notarization is required for the following documents:
an extract from the trade register of a foreign state, a non-resident institution, translated into Russian or Belarusian, if the founder is a foreign legal entity, the signature of the translator is verified by a notary;
A copy of the document proving the identity of the founders - foreign individuals translated into Russian or Belarusian, where the signature of the translator is verified by a notary.
An application for state registration of an OJSC and a package of documents are submitted to the registration authority at the location of the company to be established - the regional executive committee or the Minsk city executive committee.
When making a positive decision, a certificate of state registration shall be issued the next day after the submission of the application and registration of the OJSC.
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.
Making a seal of an OJSC is possible only if you provide the organization engaged in the manufacture of seals with a copy of the charter of the OJSC with a note on state registration.
When applying to the bank with an application for opening an account, in addition to the established list of documents, it is necessary to provide the seal of OJSC.
To open an account with a bank:
application for opening an account (filled in by the bank);
director's identification document;
copy of certificate of state registration;
copy of the charter (with a seal confirming registration);
a card with specimen signatures of persons entitled to sign documentation;
documents confirming the right to sign authorized persons.
Registration of the initial issue of shares must be made no later than two months from the date of registration of the company.
charter in 2 copies (notarization is not required);
electronic copy of the charter;
document confirming payment of the state registration fee.
The founder of a foreign legal entity also requires an extract from the commercial register of a foreign state - a non-resident institution, translated into Russian or Belarusian, where the translator's signature is certified by a notary.
If the founder is a foreign individual, then a copy of an identity document translated into Russian or Belarusian is provided. The signature of the translator is also certified by a notary.
The registration authority has the right to refuse to register an OJSC only in the following cases:
- submission to the registration authority of not all necessary documents;
- submission of documents to the registration authority by an unauthorized person;
- violation of the requirements of the law for the registration application;
- applying for registration with an improper registration authority.
When a positive decision is made, the registration of the public company occurs on the day of the application to the registering authority with a corresponding application.