Registration of a СJSC in Belarus

Lawyers from the Allford Group law office are experienced specialists in the registration of closed joint-stock companies. Our clients include numerous international companies and small and medium-sized businesses. Our clients are representatives of different areas of the economy.

How does a closed joint-stock company differ from other forms of business entities?

A closed joint-stock company is a legal entity, a commercial company, whose authorized capital is divided among its members (shareholders). In a closed joint-stock company, shares are distributed exclusively among the company’s shareholders.

Thanks to the ability to conduct additional emission, a CJSC, compared to other forms of stock companies, has a higher ability to attract funds. The main difference between a CJSC and an LLC is that its members cannot withdraw from the company.

When choosing a legal entity form, other characteristics of a CJSC should be taken into account:

  1. The minimum amount of a CJSC authorized capital is 100 (one hundred) basic units.
  2. The maximum number of founders (shareholders) is 50 (fifty).
  3. The minimum number of founders is 1 (one).
  4. It is forbidden to place shares on an open subscription basis.
  5. Each shareholder has an advantage in purchasing shares that are sold by other members of the company. Meanwhile, the selling participant is legally obliged to notify other members of their intention to sell their stake.

These are the main reasons why our clients choose CJSCs.

A closed joint-stock company is established when another company is being created or reorganized. A founder can be either an individual or a legal entity. In order to open a CJSC in Belarus, the appropriate documentation should be issued and submitted to the authorized authorities.

Registration procedure:

  1. Establishment of the constituent composition and the authorized capital, distribution of shares.
  2. Selection of the name and location of the company.
  3. Conclusion of an agreement on the establishment of a closed joint-stock company, drafting a charter and approving it.
  4. Submission of the necessary documentation to the authorized body.
  5. Receipt of a certificate of registration and subsequent issue of shares.

If a closed joint-stock company is established by one person, then all decisions are made exclusively by that same person.

By the decision to open a business entity, the founders determine:

  1. The procedure for opening the CJSC.
  2. Distribution of responsibilities related to the preparatory stage for registration of the CJSC.
  3. The size of the authorized capital.
  4. The person who determines the value of non-cash contributions to the authorized capital or conducts an expert assessment of the veracity of a third-party assessment.
  5. The member authorized to sign an application for registration of the CJSC.
  6. Procedure for calling meetings.

When writing a charter, one should consider the following information that should be present in it:

  1. On the volume, price, and category of shares.
  2. On the established amount of dividends on preferred shares.
  3. On the value of property, which must be transferred to the owner of the preferred stock, should the company be liquidated.
  4. On the order of dividend payments and distribution of property, should the company be liquidated.
  5. On the course of action of a member intending to sell their shares.
  6. On notifying about the intention of any members to sell their part of the stock.
  7. On the sequence of actions in the case of implementation of the preferential right to buy shares.
  8. On the procedure of submitting offers to other persons by the CJSC to buy shares.

If you are interested in registering a closed joint-stock company, our lawyers are ready to offer quick and high-quality legal support. Our law office provides the following legal assistance:

  • Legal advice on all issues relating to registration and opening of a CJSC. These are issues of the legal status of the organization and issues of the sequence of establishment of a CJSC company. These are also issues of rights and obligations of the founders, the competence of various bodies and the resolution of problems related to the protection of interests of the CJSC members.
  • Assistance in forming the company’s authorized capital. This applies not only to cash, but also to property investments.
  • Approval of the name of the company.
  • Assistance in preparing the necessary documentation.
  • Registration with an authorized organization.
  • Registration of shares and signing a contract with a depositary.
  • Assistance in drafting an employment contract with the manager and accountant.

Most often, a CJSC is registered quickly, within a period of 2 (two) to 5 (five) days. It all depends on the specific wishes of the client. Delivery times depend on factors such as the charter content and the constituent composition.

Our law office will help you understand all the intricacies of opening a closed joint-stock company as effectively as possible. Therefore, if you are interested in registering a closed joint-stock company in Belarus, please contact us for help. We will make the process comfortable and be able to protect your interests as much as possible. For information on specific issues, please contact us.