The joint venture on the territory of the Republic shall be an economic subject of the Republic of Belarus with its ownership capital shared in by a foreign investor and legal persons of the Republic of Belarus.
The foreign enterprise shall be an enterprise or organization established as a legal entity in accordance with the legislation of the Republic of Belarus and 100 per cent owned by foreign investors.
An enterprise with foreign investment can be founded either by its establishment or as a result of acquiring by a foreign investor a participation (a share, stocks) in a previously established enterprise without foreign investment, or of acquiring such an enterprise into his full ownership.
- registration of commercial organization with foreign investments, except for insurance organizations with foreign investments, commercial organizations with foreign investments included in free economic zones is carried out by Regional Executive Committees, the Minsk City Executive Committee; registration of banks and non-bank credit and financial organizations with foreign investments – by the National Bank of the Republic of Belarus;
- registration of insurance organizations with foreign investments is carried out by the Ministry of Finance of the Republic of Belarus;
- Commercial organizations, including commercial organizations with foreign investments, non-commercial organizations, individual entrepreneurs included in free economic zones, insurance organizations – the administration of free economic zones.
Commercial organization with foreign investments is considered to be founded since the date of its official registration.
Fees for state registration of:
- commercial organization being established (reorganized) – amount equivalent to 60 euros;
- alterations and supplements to foundation documents of commercial organizations – amount equivalent to 60 euros.
The amount of payment for state registration of the second and each successive commercial organization established by the same founders, except for commercial organizations established in order to implement production activity, increases by 20%.
Documents needed for registration of joint ventures and foreign enterprises:
1. The title of the enterprise coordinated by one of the founders.
2. Application from the founders in written form.
3. Notarized copies or originals of founding documents (2 copies).
4. From founders – legal entities, residents of the Republic of Belarus (when starting a joint venture): a notarized copy of the estate owner’s decision or of the protocol of the founders’ general meeting, notarized copies of state registration certificate and of founding documents (the organization charter of the founding agreement if there is one).
5. From founders – natural persons, residents of the Republic of Belarus (when starting a joint venture): a copy of the labour book (employment history), legalized by the stamp from the latest place of employment; or a copy of the pension certificate, legalized by the social security body at the place of residence; or a note from a work-agency.
6. From founders – foreign legal persons: legalized statement from the trade register of the country of origin or any other equivalent proof of the foreign investor’s legal status with a notarized translation into Russian/Belarusian languages.
7. From founders – foreign natural persons: passport xerographic copy with a notarized translation into Russian/Belarusian languages.
Documents confirming the formation of the statutory fund (only for open joint-stock companies):
1. A letter of guarantee or other document, confirming the right to settle at its location.
2. Order of payment confirming the state registration payment (60 Euro).
3. The state registration can be applied for by attorney, if an authorized person is representing the interests of the legal person. Natural persons must be present at the registration in person (excluding the cases of unitary enterprises registration).
4. The statutory fund is announced in USD. Minimal amount of foreign investment – 20 thousand USD (the equivalent in other currency is accepted) or the property of the same value.
5. Not less than 50% of the statutory fund must be formed within one year from the date of registration (each founder contributes not less than 50 % of their share); the full amount must be contributed by the end of the second year from the registration date. In the case of open joint-stock companies the statutory fund is formed before state registration.
State registration of a commercial organization with foreign investments is carried out within the period of 15 days (not longer) since the date of its application form, with all needed documents, enclosed submission by the organization founders (participants).
Commercial organizations with foreign investments can be refused to be registered provided they violate procedure of a commercial organization with foreign investments establishment specified by legislative enactments of the Republic of Belarus or their foundation documents do not meet the requirements of legislation of the Republic of Belarus. Refusal in state registration of a commercial organization with foreign investment based on inexpedience of its creation is not allowed.
The statutory fund of a commercial organization with foreign investments is to be announced in USD. In case of commercial organization with foreign investments establishment in the form of a joint stock company or with the use of property of the Republic of Belarus statutory fund is announced in the official currency of the Republic of Belarus
Founders (participants) of a commercial company with foreign investments are entitled to make contributions in the organization’s statutory fund in monetary or non-monetary forms.
Foundation documents of a legal entity (certificate on state registration of an individual entrepreneur) apart from data stipulated by legislation shall include:
• activity types to be carried out (are carried out) by a commercial organization, individual entrepreneur provided legislation envisages their specification. Moreover, the activity types are to correspond to the activity types titles specified either in the National Classifier of Economic Activities, or the list of activities subject to special permission (licence);
• information on separate subdivisions of a commercial organization (representation offices, affiliates);
• subsidiary responsibility of:
- participants of an additional responsibility society according to liabilities thereof which is determined by its foundation documents, but not less than 1200 euros;
- participants of a full unlimited partnership and full partners of a partnership in commendam which is determined according to a partnership liabilities;
- depositors of a partnership in commendam according to liabilities thereof which is determined within the limits of deposits they have made;
- members of a production cooperative, including an agricultural production cooperative, according to a cooperative liabilities in equal shares unless otherwise provided by its articles of association, within the limits specified by the articles of association, but not less than amount of annual income gained in the production cooperative.
• other cases, stipulated by legislative enactments of the Republic of Belarus.
If one of the owners (founders, participants) of a commercial organization being established repeatedly, within a year before submission of documents for state registration, violated tax legislation, also in case a commercial organization intends to perform activities connected with higher entrepreneurial risk specified in the legislation, registering authorities shall be entitled to request establishing of a commercial organization in form of legal entity's incorporation envisaging subsidiary responsibility of its founders (participants). as well.
According to : http://export.by