State registration

Before submitting documents to the registration authority for the state registration, the owner of the property, founders (participants) of the commercial organization shall:

Agree with the registering authority (Vitebsk, 1st Zhurzhevskaya str, 4.) the name of the business entity;

Determine the estimated location of the business entity; decide on the incorporation of the business entity and to prepare its articles of association (foundation agreement - for business entity, operating only on the basis of the foundation agreement).

The authorized fund of the business entity shall be declared in Belarusian rubles.

The authorized fund of a business entity declared in the articles of association (foundation agreement - for business entity, operating only on the basis of the foundation agreement) shall be formed during twelve  months from the date of state registration of this business entity, unless otherwise stipulated by legislative acts or if a shorter period of formation of the authorized capital is not defined by the articles of association (foundation agreement - for business entity, operating only on the basis of the foundation agreement).

When making a contribution to the authorized fund of the business entity in foreign currency in accordance with the procedure established by the legislation, its conversion is carried out at the official rate of the Belarusian ruble to the respective foreign currency set by the National Bank on the date of the actual making of the contribution.

When forming the authorized fund by making a non-monetary contribution, it is necessary to assess the value of a non-monetary contribution, while in the case of an independent assessment of the non-monetary contribution value contributed to the authorized fund of the business entity, the authenticity survey of this estimation is not made.

Legal entities names agreement

The following applicants may address the registering body to agree legal entities names:

• in relation to legal entities incorporated by a property owner (founder) - a natural person, a natural person or his or her representative acting on the basis of the power of attorney;
• in relation to legal entities incorporated by a founder – legal entity, – head of this legal entity or other person authorized according to the founding document or the power of attorney to act on behalf of this legal entity;
• in relation of existing legal entities - head of this legal entity or another person authorized according to the founding document or the power of attorney to act on behalf of the legal entity.

Name agreement may be implemented in the event of:

• the applicant's personal address to the registering authority with the presentation of a document proving his or her identity;

• sending documents by mail;

• applicant’s online  presentation of documents in the manner prescribed by the Regulations on the order of business entities and non-profit organizations names agreement approved by the Decree of the Republic of Belarus Council of Ministers of 05.02.2009 number 154 (as amended by the Council of Ministers of the Republic of Belarus on 18.08.2014, decree number 799).

Before applying to the registering authority, an applicant can check the chosen name using the list of agreed (reserved) names of legal entities, which is located on the web portal of the Unified State Register of Legal Entities and Individual Entrepreneurs (http://egr.gov.by).

Agreement of names is carried out both when an applicant personally addresses presenting a document proving his identity and when the documents are sent by mail.

To agree the name, the applicants shall submit to the registering authority the following documents:

1. Application on the legal entity name agreement - when an applicant personally addresses the registering authority or sends the documents by mail.
   2. A copy of the document duly confirming the authority of the applicant, in the case of submission of documents by representatives of the legal or natural person;
2. Permissions to use names, pseudonyms of famous people or use of names in cases stipulated by law.

Online names agreement format is implemented by way of filling interactive application form on the open part of the web-portal of the Unified State Register of Legal Entities and Individual Entrepreneurs (http://egr.gov.by) established by the Ministry of Justice.

For state registration of business entities and non-profit organizations, a potential FEZ “Vitebsk” resident shall present:

1.Application on state registration. 
2. The articles of association (foundation agreement - for business entity operating only on the basis of the foundation agreement) in duplicate without notarization, its electronic copy (in .doc or .rtf format). 
3. The authorized trade register extract  of the country of incorporation or other equivalent legal status proof of the entity in accordance with the legislation of the country of its incorporation or a notarized copy of the specified documents (the extract shall be dated not later than one year from the date of application for state registration) translated into Belorussian or Russian  language (translator’s signature shall be notarized) – for property owner, founders that are foreign entities. 
4. A copy of the personal identification document – translated into Belorussian or Russian language (translator’s signature shall be notarized) – for property owner, founders that are foreign physical persons. 
5. The original or a copy of the payment document confirming state fees payment (at the rate of 1 base amount). 
6. The original state registration certificate of the rearranged entity in the case of rearrangement in the form of merging or separation.

For state registration of changes and (or) amendments introduced into articles of association of business entities and non-profit organizations (foundation agreement - for business entity operating only on the basis of the foundation agreement), FEZ “Vitebsk” resident shall present:

1. Application оf state registration.
   2. Changes and (or) amendments in duplicate issued in the form of annexes to the charter (foundation agreement - for business entities operating only on the basis of the foundation agreement) without notarization, their electronic copy (in .doc or .rtf format). At the request of the commercial, non-profit organization, the articles of association (foundation agreement) can be represented in the new edition. 
   3. The original of the state registration certificate in case of change of name of entity, the original of the state registration certificate of the associated organizations in the event of merger, the original of the state registration certificate of the organization in case of rearrangement in the form of transformation. 
   4 The authorized trade register extract of the country of incorporation or other equivalent legal status proof of the entity in accordance with the legislation of the country of incorporation or a notarized copy of these documents (the extract shall be dated not later than one year from the date of application for state registration) translated into Belarusian or Russian language (the translator's signature must be notarized) - in the case of property owner change, change of the membership if a new property owner, a party is a foreign entity
2. A copy of the personal identification document – translated into Belorussian or Russian language (translator’s signature shall be notarized) – in the case of property owner change, change of the membership if a new property owner, a party is a foreign physical person.
   6. The original or a copy of the payment document confirming state fees payment (at the rate of 2 base amounts).

In the case of change of name, change of property owner of or change of the membership of the entity (except for joint-stock companies, owners partnerships, consumer cooperatives, horticultural partnerships, associations (unions), state associations, chambers of commerce), commercial and non-profit organizations are obliged within two months to introduce changes and (or) amendments to their articles of association (foundation agreements - for business entities, which operate only on the basis of a foundation agreement) and submit them for the state registration.

Business entities, which do not form the authorized capital within 12 months from the date of state registration are required within two-month term to introduce changes in the part of the reduction of the initially announced amount of the authorized capital into their articles of association (foundation agreement - for business entities operating only on the basis of the foundation agreement) prior to its actually formed amount.

In the case of change the location of a business, non-profit organization, appointment (substitution) of the head (other person authorized in accordance with  founding document to act on behalf of the organization), such organization within 10 working days from the date of change of location, appointment (substitution) of the head, is obliged to submit to the registration authority a notice in the form prescribed by the Ministry of Justice of the Republic of Belarus.

State fees rates for state registration