Registration of an OJSC in Belarus
A joint-stock company is a business entity whose authorized capital is divided into a certain number of shares with the same nominal value.
The main advantages of an OJSC in comparison with other business forms of legal entities are:
- unlimited number of founders (participants, shareholders);
- public offering of shares, open sale of shares to an unlimited number of persons;
- authorized circulation of shares among an unlimited number of persons.
Our lawyers have extensive experience in supporting registration of an open joint-stock company on the territory of the Republic of Belarus. Our clients in this field include both well-known international companies and small and medium-sized businesses. Registration of an open joint-stock company in Minsk is one of the specialties of our law office, so we will be able to provide you with professional and high-quality legal assistance.
To open an open joint-stock company in Belarus you need to:
Conclude an agreement on the creation of the OJSC
The agreement on the creation of an OJSC constitutes a decision on its creation. The law establishes the following essential conditions that must be featured in the agreement on the creation of an OJSC:
- subject matter of the agreement;
- procedure for joint activity by the founders to create the OJSC;
- information about the founders of the OJSC;
- provisions concerning the distribution of rights and obligations (powers) to create the OJSC among the founders;
- information about the authorized capital of the OJSC;
- information about the shares issued by the OJSC;
- procedure for convening and holding the constituent meeting of the OJSC.
The agreement must also define the responsibility of the founders.
The agreement on the creation of an OJSC is an OJSC document and must be kept permanently at the location of the OJSC specified in its Charter.
If you are looking to open an OJSC in Belarus, our lawyers will help you draft the agreement on the creation of an OJSC and include all the necessary information in it.
Determine the location of the company and agree on the name with the registration authority
The location of the OJSC is determined by the location of its permanent executive body, or, in the absence of such body, by another body or person entitled to act on behalf of the OJSC with full authority.
The company’s name must be in Belarusian and Russian and is subject to approval in accordance with the procedure established by law. The name of an OJSC must contain:
- a direct reference to its business form, “open joint-stock company”, and the abbreviated name with the acronym “OJSC”;
- a special (proprietary) name – the part of the name that personalizes the company, contained in quotation marks.
Name approval is one of the first legally significant actions taken during the creation of an OJSC. The minutes of the constituent meeting will specify the already agreed upon name. It is done in order to rule out the identicalness of the proposed name with the names of legal entities already present in the Unified State Register or the similarity to them to the extent of confusion.
One or more options for a company’s name can be specified for approval. In this case, name approval is made in the order in which the names are specified in the application, until the first name that meets the requirements.
The legislation contains a number of conditions when the names of companies being created are not eligible for approval, so this issue should be approached with appropriate preparation. Name approval is a free procedure. It can be carried out through a personal appeal, by sending documents by mail or submitting documents online on the USR website. In the latter case, residents of Belarus can enjoy the opportunity to approve the company’s name and submit documents for state registration at the same time.
If you are interested in registering an OJSC in Minsk, our lawyers will help you decide on a name and pre-check the selected name before contacting the registration authority.
Open a temporary account for the formation of the authorized capital of the OJSC and assess non-monetary contributions of shareholders to the authorized capital (if, according to the agreement on the creation of the stock company, the formation of the authorized capital must be carried out before the company’s state registration)
As a general rule, the authorized capital of any created legal entity, including an OJSC, must be formed within twelve months from the date of state registration of the company in Belarus.
The minimum size of the authorized capital when creating an open joint-stock company is 400 basic units. From January 1, 2019, one basic unit amounts to 25.5 BYN.
Develop a Charter
The procedure for preparing a draft Charter of an OJSC is established in the agreement on its creation. When developing a Charter, it is necessary to take into account mandatory legal requirements for the information it should contain. Our lawyers can assist you in drafting the company’s Charter.
The Charter of an OJSC must include information on the performance of duties by members of the board of directors, members of the collegial executive body, or the person exercising the authority of the sole executive body of the company by notifying the board of directors of all their transactions with securities of the company, as well as transactions with securities by their spouse, parents, adult children and their spouses, adoptive parents, adult adopted children and their spouses, grandparents, adult grandchildren and their spouses, blood siblings and the spouses’ parents).
Develop a draft decision on the issue of shares
When an OJSC is created, the shares are issued in the amount of the declared authorized capital. All shares initially issued by the company are distributed among its founders in accordance with the agreement on the creation of the company.
Before founders acquire rights to the shares of the company, they must comply with the procedure for issuing shares, that is to, first of all, draw up and approve a decision on the issue of shares. The information which such a decision must contain is defined in the law.
If you are interested in opening an OJSC in Belarus, our lawyers will assist you in making a decision on the issue of shares.
The process of issuing shares occurs after the registration of the company and includes:
- conclusion of contract for custody service of an OJSC;
- state registration of the issue of shares;
- placement of shares by distributing them among the founders of the OJSC.
Determine candidates for election to the bodies of the company
An OJSC’s bodies are:
- management bodies: general meeting of members, board of directors, executive body (single – director or collective – directorate);
- regulating bodies: auditor (audit commission); regulatory and audit service.
Our lawyers have an extensive knowledge of the specifics of formation and requirements for each of the bodies and will provide you with high-quality assistance if you are registering an OJSC in Minsk.
Hold a constituent meeting of the OJSC
Our lawyers provide the following legal assistance if you are interested in registering an OJSC:
- advising on all issues if you intend to open an OJSC in Belarus;
- advising on the creation of an OJSC in the Republic of Belarus, as well as choosing the optimal ownership structure of an OJSC in the Republic of Belarus;
- advising the client on a choice of name, when registering an OJSC;
- preparing all the necessary documents for name approval, if registering an OJSC;
- developing the Charter of an OJSC with detailed elaboration of all the provisions of the Charter, taking into account the client’s wishes and the specifics of relationships and agreements between the founders;
- preparing all the necessary documents, if you want to register an OJSC in Belarus;
- accompanying the client to the registration authority to submit documents for registration of the company;
- preparing all the documents needed for opening a bank account of the OJSC, accompanying the client to the bank;
- advising the client on a choice of taxation system when registering an OJSC;
- assisting in choosing a depositary and concluding a contract for depositary services;
- preparing documents for registration of the issue of shares of the created OJSC with their subsequent registration.
Our law office will help you understand all the issues and subtleties of opening an OJSC in Belarus, prepare the documents correctly to open an OJSC in Belarus and then submit them to the registration authority for state registration. We will help you organize the issue of OJSC shares, as well as select a depositary and register shares. Contact us and we will provide you with high-quality legal assistance.