Changes to the charter
The charter is the constituent document of a business company. It contains identification data about the organization, its name, address, information about the authorized capital and others.
It is necessary to understand that the registering authority does not assess changes to the charter from the point of view of their compliance with the legislation, the applicant bears full responsibility for what is written in the charter, therefore it is necessary to competently and seriously approach this issue.
DECISION-MAKING ON AMENDMENTS TO THE CHARTER
The decision to amend the charter of CJSC
To make a decision on amendments to the charter, such amendments are drawn up and put on the agenda at the general meeting of shareholders. The procedure for making a decision on changing the charter, as a rule, is spelled out in it.
At the general meeting of shareholders, a shareholder of a CJSC has such a number of votes, which is proportional to the number of shares held by him.
As a result of the general meeting of shareholders, a protocol is drawn up, on the basis of which the applicant will submit documents for amending the charter of the CJSC to the registering authority.
The decision to amend the charter of JSC
Changes to the charter of an OJSC are carried out according to the same principle as in a CJSC.
The general meeting of shareholders has the right to amend the charter of a joint-stock company. After approval of amendments to the charter by the minutes of the meeting, amendments can be made, but only after their direct approval by the meeting of shareholders.
The decision to amend the charter of a unitary enterprise
Responsibility for changing the charter of a unitary enterprise lies with its founder (owner of property). In some situations, the founder may not be an individual, but a legal entity. In this case, the decision to amend the charter of the unitary enterprise is taken by means of an extraordinary general meeting of the founders. As a result of such a meeting, a protocol is drawn up, which will serve as the basis for amending the charter of a unitary enterprise established by a legal entity.
If the founder of a unitary enterprise is another unitary enterprise, then, instead of the minutes of the general meeting, a decision is drawn up by the founder – an individual who is the owner of the property of the unitary enterprise, requiring changes to the charter.
Changes to the LLC charter
Participants of such a company can make changes to the charter of an LLC by holding a general meeting of participants. The need to change the charter is approved in the form of minutes of the general meeting of participants.
When making a decision by the general meeting of participants in an LLC, a participant in this company has a number of votes proportional to the size of his share, unless another procedure for determining the number of votes is established in the charter of the LLC.
The decision to amend the charter of a public association
The decision to amend the charter of a public association can only be made by the supreme body at meetings, unless the charter stipulates that the governing body of the association may amend the charter regarding the address of the association or in connection with a change in the legislation of the Republic of Belarus.
Every change in the charter of a public association is subject to state registration. In this case, the registration is carried out by the divisions of justice of the respective executive committees. If a public association is of an international or republican nature, the registration of changes to their charter is carried out by the Ministry of Justice of the Republic of Belarus.
PROCEDURE FOR MAKING CHANGES TO THE CHARTER
It does not matter what the changes are related to, whether these are mandatory changes, for example, a change in name, an increase in the authorized capital, or this is a change in certain provisions, for example, the procedure for the payment of dividends or a change in the term of office of the head of the company, the procedure for amending the charter will be the same.
As a rule, the procedure for making changes is prescribed in the charter itself. It is advisable to provide there, in what way the decision to change the charter is made at the general meetings of the founders, as well as other provisions that contribute to a more organized decision-making on this matter.
If the organization is at the stage of liquidation, then it is permissible to make and register changes to the charter of such a legal entity only in court.
Changes made to the charter of a business company must be registered with the relevant state bodies, namely with the executive committee in which the legal entity was registered. Only after such registration will the changes take effect. You can submit documents both in person and through the electronic portal of the USR, if the company has an electronic digital signature. In this case, the entire package of documents is scanned and endorsed with an electronic signature.
The following documents are submitted to the registration authority:
An application filled out according to a certain form provided by law;
Changes to the charter in duplicate, which are drawn up as an annex to the charter or the articles of association. They are presented both on paper and in electronic form. If there are a lot of changes, then it would be more appropriate to state the charter in a new edition;
Original certificate of state registration of a legal entity (if the name is changed);
Passport and a document confirming authority (for example, a power of attorney or minutes of the general meeting of founders), and if we are talking about a foreign company, then the power of attorney must be notarized;
A document confirming the payment of the state fee for this procedure.
Registration of changes made to the charter takes place on the same day when the subject applied. One copy of the changes is given to the person submitting the documents, and a stamp is put on the changes, which confirms the state registration of these changes. Further, changes are made to the USR base. If the name is changed and a new certificate needs to be issued, the receipt takes place the next day after registration.
In some cases, it makes sense to certify a copy of the changes made to the charter by the head and send to interested parties, for example, the territorial tax inspectorate, the Federal Tax Service, the bank serving the organization, and so on. There are no specific deadlines for notification.
CHANGES TO THE CHARTER WITH CHANGE OF NAME
When changing the name of a legal entity, there is such a feature as the approval of the name in the registering authority. The name can be agreed by an authorized person by personal contact with the executive committee or using the web portal.
If the name is agreed, then a certificate of approval of the name of the legal entity is issued. Changes in the name of a legal entity can be made within a month from the date of receipt of the necessary certificate.
CHANGES TO THE CHARTER WHEN CHANGE OF FOUNDERS (SHAREHOLDERS)
Change of founders or shareholder is a change in the charter, which is subject to mandatory state registration. This is given 2 months, and for violation of the terms, administrative responsibility is threatened.
CHANGES TO THE CHARTER WHEN CHANGING THE SIZE OF THE AUTHORIZED FUND
The authorized fund is a set of material goods and funds invested by the founders in their organization. The authorized capital forms the value of the fixed and circulating assets of the company, society.
It may be necessary to increase the authorized capital, for example, due to the replenishment of the organization’s current assets, the entry of new participants, an increase in the size of sources of its own funds, and so on.
If the authorized capital of the company is in foreign currency, then it is recalculated at the official rate of the Belarusian ruble to the corresponding foreign currency of the National Bank.
STATE DUTY WHEN CHANGING THE CHARTER
The state fee for amendments to the charter is 2 base units. The exception is amendments to the charter or articles of association of a company where the number of disabled founders exceeds 50 percent. In this case, the state fee will be half of the base amount.
Exemption from payment of the state fee for making changes to the charter occurs if such changes are caused by a change in legislation that requires the introduction of such changes.
If the payment was made using ERIP, then there is no need to submit documents confirming the payment. It will be enough to name the account number of the payment transaction in the ERIP.
You can make payment to both individuals and legal entities, but when a legal entity pays a fee using ERIP, you must use a bank card of the corresponding company, not an individual.
During state registration of amendments to the charters of public associations, other tariffs are provided. The duty will be 30 percent of that provided for the registration of such an association.
The duty is not paid by republican and local youth and children’s public associations; associations of WWII veterans; public associations forced to amend the charter due to changes in legislation.
TIME FOR MAKING CHANGES TO THE CHARTER
The legislation provides for changes that are made to the charter without fail within two months. These include: change of name, change of ownership of property, change in the composition of founders or participants.
When the location of the organization changes, there is no need to make changes to the charter, however, the legal entity is obliged, no later than 10 working days from such a change, to inform the registering authority about this by notification in the form established by law.
For failure to make mandatory changes in the required time frame, founders, managers and other responsible persons face administrative liability and punishment in the form of a fine of up to 50 basic units.
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