The registration of a legal entity can take place in the form of a commercial organisation or a non-commercial organisation. Here we will discuss the creation of a commercial organisation, as this form is the most demanded by companies. The main purpose of the activities of a commercial organisation is to make profit.
In order to register a legal entity in the form prescribed by law, several steps have to be taken:
- decide on the legal form;
- check available trade names;
- choose a legal domicile;
- submit a package of documents to the territorial registration authority for state registration.
Registration of a legal entity: name approval
Currently, the Belarusian State offers three ways to submit an application for name approval:
- by post,
- through the website of the Unified State Register of Legal Entities of Belarus,
- by personal appearance of one of the founders before the registration authority.
When registering a legal entity, any of the founders can agree on a name. In Belarus there are rather strict rules for the selection of a legal entity's business name.
In addition, the founders must determine the legal form of the legal entity when agreeing on the name. After the need for LLCs to have several founders has been abolished, LLC registration is the most popular option.
For foreign legal entities, it is worth considering the option in the form of registration of a representative office of the foreign organisation. This option is only suitable for establishing a small office in Belarus without receiving income. And not all foreigners can register as individual entrepreneurs.
Registration of the legal entity: choice of legal domicile
Only a private unitary company can be located on residential premises if a number of conditions are met. All other legal persons must have a registered office in non-residential premises for administrative purposes.
There are many offers to provide a legal address without accommodation with postal service. Is it worth relying on these offers? It has to be said that company law does not impose any requirements as to the area of the premises used as the registered office. Nor is there any requirement for the director to be at the registered office 24 hours a day. However, the tax authorities sometimes have a negative attitude towards the location of legal entities at such addresses.
What to do? In our opinion, it is possible to use such a legal address when registering. It is not always easy to find suitable premises quickly. It is necessary to ensure the receipt of correspondence at this address, as well as the presence of the lessor's representative of the main company documents.
Many negative reviews of nominal addresses are left by people who have only paid one month's rent. They should not be surprised that the landlord has stopped receiving their correspondence. As a result, the tax office includes such an organisation in the "register of pseudo-business structures". The mere non-payment of rent often has dire consequences for a company. Even bankruptcy, with the head and the founder being held liable.
Registration of a legal entity: meetings
The registration of a legal entity (LLC and ALC) first requires a founders' meeting, where, among other things, the following issues are decided:
- choice of name,
- distribution of shares,
- establishing the amount of the statutory fund.
And then the meeting of constituents, where:
- the statutes are approved,
- members of the management bodies of the legal entity are elected.