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10 june 2024

Further simplification of the procedure for state registration of commercial organizations

It is planned to simplify the procedure for state registration of limited liability companies (LLC), the most common form of commercial organizations. The founder(s) of LLC will have the opportunity to use a model LLC charter, i.e. not to prepare, sign or submit to the registration authority such document as the LLC charter.

The Ministry of Economy of the Republic of Belarus has submitted for public discussion a draft resolution of the Government of the Republic of Belarus "On approval of model charters of legal entities". The draft contains model charters: LLC with one participant and LLC with two or more participants.

According to the Article 48 of the Civil Code of the Republic of Belarus with amendments which will enter into force on November 19, 2024 legal entities, with the exception of some organizational forms, can act on the basis of a model charter approved by the Government.

Information that the LLC operates on the basis of a model charter will be contained in the Unified State Register of Legal Entities and Individual Entrepreneurs.

The model charter does not contain an indication of the name of the LLC, the location, the structure of the participants, the amount of the authorized capital, the amount of the shares of the participants and other mandatory information that according to the law must be in the charter. Such information will be provided by the founder(s) of the LLC in the application for state registration of the LLC and further reflected in the Unified State Register of Legal Entitiesand Individual Entrepreneurs.

The model charter contains standard provisions and provides for a two–tier management system (general meeting of participants - director). If the text of the model charter does not meet the interests of the founder(s) (for example, it is necessary to change the procedure for the sale of shares, the competence and structure of management bodies, the procedure for convening and holding general meetings, a quorum for voting and decision-making, etc.), then at the state registration of the LLC the founder(s) will approve "their own" charter of the LLC, sign and submit it to the registration authority.