Algorithm for registering a legal entity in the form of an LLC and a unitary enterprise (PUE). Instructions for registering a private unitary enterprise (PUE)
This is the completion of all actions to create a company WITHOUT Founders. Those. You entered into an agreement with us, provided powers of attorney and other necessary information, and then we do everything. Currently, in Minsk, a turnkey registration service for private enterprises is widespread, when documents will be prepared for you and a lawyer will be assigned to accompany you to the registration authority, and best case scenario also in the bank. We believe that such a registration service still exists, but has no practical meaning for the client. Therefore, we recommend that you take this nuance into account when analyzing prices for registration services.
What do you need to know about private enterprises?
- A unitary enterprise is an enterprise created by an individual or legal entity.
- An individual may be a citizen of the Republic of Belarus, or foreign citizen, or a stateless person.
- Unitary enterprise created an individual, from individual entrepreneur differs primarily in the presence of signs legal entity. In particular, a unitary enterprise must have a charter and authorized capital.
- A private unitary enterprise can carry out its activities only from the moment state registration.
- The constituent documents of a private unitary enterprise are the charter.
What is the difference between an LLC and a private unitary enterprise?
The main difference between an LLC and a private unitary enterprise actually comes down to the following:
The property acquired by the LLC (including the contributions of the founders) belongs to the LLC by right of ownership. those. The founder cannot take and take away such property from the LLC.
The property acquired by the private unitary enterprise (including the contribution of the founder) belongs to the private unitary enterprise on the right of economic management, and to the Founder on the right of ownership. And for certain reasons, the founder of a private unitary enterprise, by his decision, can “seize” almost any property from a unitary enterprise.
It is much easier for the founder of an LLC to get out of business than for the owner of a unitary enterprise. An LLC participant can at any time either sell his share in the LLC, or simply write a statement of resignation and, from the moment the company receives the statement, no longer be its participant.
What is the size of the government? fees for registering an LLC?
One basic value (as of 06/01/2018 – 24.5 Br)
What is the minimum size of the authorized capital of a private unitary enterprise?
The minimum and maximum size of the authorized capital of a private unitary enterprise is not established by law. those. the founder determines it himself.
Can a director in a private unitary enterprise keep accounting records?
The director of a private unitary enterprise can keep accounting records and prepare reports personally if the Enterprise is a micro-organization (number of employees up to 15 people) and the Director meets the following requirements:
1) the presence of a higher or secondary specialized education, which, in accordance with the legislation of the Republic of Belarus, provides the right to work as an accountant, and work experience as an accountant for at least three years;
2) the absence of an outstanding or unexpunged conviction for committing a crime against property and the procedure for carrying out economic activities.
What to choose - private unitary enterprise or LLC?
To choose, you need to understand What is the difference between a private unitary enterprise and an LLC?. There are only two main differences between these two organizational and legal forms in the light of the changed legislation:
1. Legal address. An LLC must have a legal address only in non-residential premises For administrative purposes, the company cannot place an office in a residential building. But a private unitary enterprise can be located in an apartment or premises of a housing stock, the owner of which is the individual founder. The owner of the property can provide his address to the company in the following cases:
a) the residential premises are the private property of the owner or, if it is in shared ownership, there is documentary evidence of the consent of the other owners and all adult residents.
b) the owner uses the housing for permanent residence(the exception is premises owned by the state), there is documentary evidence of this (for example, a passport indicating the registration address or registration card) and all owners and adult residents are not against it.
At the same time production activity, direct performance of work or provision of services in residential premises is prohibited without transferring this premises to non-residential premises.
2. Legal regime of property. All property acquired by the LLC is owned by the LLC itself, i.e. Society as an owner has the right to own, use and freely dispose of its property. For private unitary enterprises, Belarusian legislation provides for special legal regime property: all property of a private unitary enterprise belongs to this private unitary enterprise on the right of economic management, and the full owner of any property of a private unitary enterprise is its founder.
What is “business law”? The right of economic management is the so-called “limited” property right. The limitation is that the enterprise does not have the right, without the consent of the owner, to dispose of the real estate belonging to it under the right of economic management, i.e. it cannot be sold, leased, pledged, made as a contribution to the authorized capital or disposed of in any other way - all only with the consent of the founder. They dispose of all other property owned by companies on the right of economic management independently, except for cases expressly established by law and decisions of the property owner.
3. Mobility. If you want to sell, donate your business or let partners into it, then it is much easier, faster and cheaper to do this with an LLC: shares in the authorized capital of an LLC are the same property as any other, i.e. they can be sold, donated and other transactions can be made with them freely and without special costs. Nothing happens to the LLC itself: it has worked and continues to work. If you want to change the founder in a private unitary enterprise, then you will have to either register the enterprise as a property complex, or do this through two reorganizations in the form of transformation (more details). If you want to let a partner into the private unitary enterprise, this can only be done through reorganization, i.e. entails a change of seal, name, state registration certificate, certificates, etc.
Number of founders. A private enterprise has only one founder. Since January 26, 2016, Belarusian entrepreneurs have the opportunity. However, the legislator has established some restrictions in this matter: a business company cannot have another business company consisting of one participant as its sole participant.
USEFUL TO KNOW!
Speaking about the differences between a private unitary enterprise and an LLC, it is impossible not to touch upon the topic of myths that “walk” on the Internet and raise numerous questions from novice entrepreneurs:
Myth 1. The choice between a private unitary enterprise and an LLC depends on the types of activities that the legal entity will engage in. This is not true. The types of activities carried out are in no way related to the organizational and legal form. Yes, there are exceptions in the legislation (for example, banks in Belarus can only be created in the form joint stock companies), however according to general rule The choice of one form or another does not entail any restrictions regarding the number of types of activities.
Myth 2. This is also not true. The current Tax Code of the Republic of Belarus provides for 2 taxation systems for any legal entities, regardless of their organizational and legal form: general and simplified. No breakdowns into “taxes for private unitary enterprises” and “taxes for LLCs” or increasing coefficients for LLCs tax legislation does not provide.
Myth 3. A private unitary enterprise has the right to hire fewer employees than an LLC. And again it’s not true. There are no restrictions in any legal act on the number of employees that a private enterprise can have on staff. The number of employees is determined not by the organizational and legal form, but by the tax system applied by the legal entity. Private unitary enterprises and LLCs that apply a simplified taxation system have the right to hire the same number of employees. You can find out more about the criteria for applying the simplified taxation system.
You can find out about the terms of cooperation with us to open an LLC or private unitary enterprise.
In this article you can get acquainted with detailed and step by step instructions on registration of a private unitary enterprise independently. The information is presented in non-legal language, which makes it more accessible and understandable.
The primary task for a novice businessman is to decide on the form of legal entity for the future enterprise. It is impossible to give a definite answer to the question: “What is better to open? ChUP, LLC, ODO?”, since certain forms of ownership have different legal properties that suit certain goals and objectives. If you have not yet answered this question, we strongly recommend that you read the information on the page "Forms of legal entities". By following the link, you will find articles about forms business entities, which can be registered on the territory of the Belarusian state, and their differences from each other. The success of the business being started to a certain extent depends on the correctness of the decision made, since legislative acts provide for different conditions for doing business for different organizational and legal forms (taxation, choice of legal address, etc.). This article will discuss the registration of a Private Unitary Enterprise (hereinafter PUE) from decision making to the start of work with the first client.
We prepare a package of documents
So, you have decided to register a private enterprise. To carry out this procedure correctly and as quickly as possible, it is necessary to prepare the following documents:
1. The decision to create a private unitary enterprise.
This document is required to create a temporary bank account.
2. Certificate of approval of the name of the legal entity.
Required to create a charter. To obtain such a certificate, you must contact the city (or regional) executive committee with an application. As a rule, the name is agreed upon on the day of application.
3. Letter of guarantee about providing a legal address.
Any enterprise must have a legal address. If you do not own property suitable for these needs, then you need to think about renting premises with a legal address. Once a suitable landlord has been found, you can obtain a letter of guarantee from him stating that he undertakes to provide the premises after registering the enterprise. This document is necessary to create the articles of association and guarantee the lease after registration.
4. Charter in 2 copies and 1 electronic copy.
Once the name of the future company has been agreed upon and the legal address has been determined, you can begin to create a charter (information is entered into the charter). This is the most important document, because... on the basis of it the organization carries out its activities.
5. Receipt for payment of state duty in the amount of 5 basic units.
You can pay upon contacting the registration authority.
6. Application in the prescribed form for registration.
This is also completed upon request.
7. Order on the timing of payment of wages.
This document is needed to open a current account. Please note that not all banks require this. If you have decided in which bank the current account will be opened, it makes sense to clarify whether they need this order.
This is a comprehensive package of documents that must be prepared before applying for registration.
Formation of the Authorized Fund and opening of a temporary account
Choice suitable bank quite an important stage of registering a private unitary enterprise. Different banks offer completely different terms of service for legal entities. We recommend that you carefully study offers from banks and choose the most suitable ones specifically for your activity. Even before contacting the registration authority, it is necessary to form an authorized capital: determine the size of the authorized capital, open a temporary bank account and deposit funds. When you contact the bank, you will be provided with all the necessary information and documents to carry out this operation.
Contacting the registration authority
After collecting the documents, contact registration authority. We provide the following documents: Charter in 2 copies + 1 electronic copy, application, receipt for payment of state duty. On the same day you can receive the Charter with a seal that confirms the fact of registration. Within five working days, the company will be registered with other authorities (FSZN, Belgosstrakh, IMNS), and you will be able to pick up all the documents necessary for further work.
Order a print
After contacting the registration authority, it is necessary to produce a company seal. To do this, you need to contact an organization that carries out such activities. In order to order the production of a seal, you need: The charter with the stamp of the registering authority (original), a statement from the director of the private unitary enterprise (can be written during the application), a sketch of the seal signed by the director (also created upon application). Usually the seal is prepared within a few days, but for an additional fee, the seal can be produced within a few hours.
Opening a current account
After the stamp has been made, you need to open a current account. To do this, we contact the bank (in which the temporary account was opened) with an application.
Documents required for this procedure: A copy of the Charter (possible without notarization), a card with a sample signature of the director and a seal impression (issued at the bank upon application).
The above actions are all that can be done until all the documents from the registration authority are ready. After five working days, we contact the registration authority and collect the package of documents. After this, we can assume that your enterprise has passed state registration.
To complete the work, you need to visit a number of government agencies. Listed below are the names of organizations and a package of documents that must be prepared before the first visit.
IMNS (tax authority).
As a rule, on your first visit to the tax authority, you must take with you the following package of documents: a copy of the state registration certificate (must be certified by the director), a copy of the Charter (also certified by the director), a copy of the director’s passport (pages 31, 32 must be certified), a copy of the decision to create a private unitary enterprise, a copy of a document from the executive committee confirming registration with the tax authority, an application for the application of a simplified taxation system (if such a taxation system is chosen), two folders, a book of records of inspections and audits (stitched and sealed, on page 46 we indicate the director. This book can be purchased for free). The tax authority receives a book of comments and suggestions.
FSZN (social protection fund).
List of documents that are required for the first visit to the Federal Social Protection Fund after registering an enterprise: a copy of the state registration certificate (necessarily certified by the director), a copy of the company’s charter, a copy of the director’s passport (pages 31, 32, also certified), a copy of the decision on the creation of a private unitary enterprise (certified ), a copy of the order on the timing of payment of wages.
Belgosstrakh
We call Belgosstrakh and clarify the package of documents that must be provided, because Different regions may require different documents. As a rule, you need to provide information about the director. Also here the manager needs to undergo training in “Labor Safety”.
From all of the above, you can formulate the following optimal procedure:
1. We agree on the name of the enterprise. We receive a certificate.
2. We find a tenant for the legal address and take a letter of guarantee.
3. We are preparing a “Decision on the creation of a private unitary enterprise.”
4. Select a bank and open a temporary account.
5. We decide on the type of activity.
6. We enter the information received into the Charter.
7. We go to the executive committee and register the enterprise (we take a passport, charter in two copies + an electronic copy, a certificate of approval of the name, a decision to create a private unitary enterprise, pay the state fee, and write an application there). On the same day, a state registration stamp is placed on one copy of the Charter. Within 5 days from the executive committee we receive: a certificate of state registration and a package of documents on registration with the Federal Social Security Service, tax authorities, Belgosstrakh.
8. While we are waiting for documents from the executive committee, we order a seal (we take the original charter, copy the title and first page, write an application there and create a sketch of the seal).
9. After making the seal, we open a current account (we take our passport and a copy of the charter with us).
10. We collect the documents from the executive committee.
11. We arrange a meeting with the tax inspector and go to the Tax Inspectorate with a package of documents.
12. We are preparing an order on the “Deadline for payment of wages.”
13. We go to ISZN with a package of documents.
14. We are going to Belgosstrakh with a package of documents.
After performing all of the above steps, we can assume that the organization is registered and is ready to accept its first client. Successful business to you!
Private unitary enterprise or private unitary enterprise- its abbreviated name, established in everyday use, is one of the most popular organizational and legal forms of commercial organizations existing in Belarus. This form of legal entity is characterized by the presence of one owner, an individual or legal entity. It is worth noting that both residents and non-residents of the Republic of Belarus can open a private enterprise in the Republic of Belarus.
The procedure for opening a private enterprise, as well as a company of a different organizational and legal form in Belarus, despite its apparent simplicity, is quite complex and requires certain knowledge and experience in completing it. Registration of private unitary enterprises in Minsk is carried out by the Minsk City Executive Committee on the basis of documents submitted by the applicant and duly executed. Before applying for registration of a private enterprise, it is necessary to complete certain actions, including agreeing on the name, preparing and approving the charter, etc.
When opening a private unitary enterprise on your own, you risk making a lot of mistakes, including those related to restrictions on participation in commercial organization, which may subsequently lead to the recognition of the state registration as invalid. Therefore, the most convenient and rational option is to register a private enterprise in Belarus with the help of qualified lawyers from RASHKEVICH & PARTNERS. We will carry out this procedure professionally, efficiently and in the shortest possible time!
Stages of registration of private enterprise
All stages of opening a private unitary enterprise in Belarus can be divided into 3 groups:
- pre-registration procedures;
- directly applying for registration;
- post-registration procedures.
Pre-registration procedures include:
- consultation on the possibility of opening a private unitary enterprise;
- making a decision to create a private unitary enterprise;
- approval of the name of the enterprise, determination of its location (in cases specified by law, the location of a private unitary enterprise may be a residential premises);
- preparation and approval of the charter of the private unitary enterprise.
Registration of private unitary enterprises in Minsk is carried out by the Minsk City Executive Committee (Minsk, Pushkin Avenue, 42). Registration of a private unitary enterprise in another locality is carried out by the corresponding regional or district executive committee.
Post-registration procedures include:
- opening a current account;
- production of a seal (if required);
- registration labor relations with the head of the private unitary enterprise.
- support for obtaining digital signature.
- representation of interests in the Tax Inspectorate, Federal Social Security Service, etc.
How much does it cost to open a private unitary enterprise in Belarus?
Main costs associated with registration:
- payment of state duty - 25.5 BYN (~ 10 euros);
- printing (if required) - 40 BYN (~ 15 euros);
- registration service electronic key digital signature for 12 months - 95.28 BYN (~ 40 euros).
Opening of a private unitary enterprise in Minsk
Price legal support registration procedure for a private enterprise by specialists from RASHKEVICH & PARTNERS is 150.00 Euro*.
Advantages of opening a private unitary enterprise with the company RASHKEVICH & PARTNERS
- The lawyers united under the RASHKEVICH & PARTNERS brand have more than ten years of experience in creating and registering commercial organizations.
- We have earned the trust of well-known national and foreign companies: SERGE, SDEK, Onilab, etc.
- Adequate cost legal services.
A private unitary enterprise (PUE) is a popular organizational and legal form of commercial companies in the Republic of Belarus. A private unitary enterprise has only one founder (who is also the owner of the property), and both an individual and a legal entity can act as a founder. It is also worth noting that to create a private unitary enterprise it is not necessary to be a resident of the Republic of Belarus.
Registration of private unitary enterprise in Minsk
A unitary enterprise has a number of features compared to other organizational and legal forms used in the Republic of Belarus:
- the possibility of registering an enterprise at the address of a residential premises owned by the founder, or in which the founder permanently resides;
- for private unitary enterprises there is no minimum threshold for the authorized capital;
- The name of a private unitary enterprise is used only if the founder is an individual. Unitary enterprises established by legal entities additionally contain in the name the nature of their activity (for example, production);
- the property of a private unitary enterprise is not divided into shares (shares, shares) and belongs to the enterprise with the right of economic management.
Registration of a private enterprise can be divided into the following stages:
- Agreeing on the name of the company and determining its location.
- Making a decision on the size of the authorized capital, the timing and procedure for its contribution, preparing the charter.
- Contacting the Minsk City Executive Committee or the local executive committee to pay the state fee and submit an application with a package of documents attached. When a positive decision is made, the executive committee simultaneously organizes the registration of private enterprises with the Federal Social Protection Fund, Internal Revenue Service, Belgosstrakh and statistical authorities.
- After receiving the registration certificate, you can order a stamp, open a bank account, purchase a book of comments and suggestions and a book of inspection records.
How to register a private unitary enterprise on a turnkey basis
Independent communication with government agencies on the issue of opening a business carries certain risks: refusals to register, time spent visiting authorities and re-collecting documents in case of errors. Our team has extensive experience in preparing documents and communicating with government agencies. With us you are guaranteed to open a private unitary enterprise without unnecessary hassle. Leave a request and we will call you back to discuss the details.
Prices for registering a private unitary enterprise in Minsk
Package of documents
Oral consultation
Details for paying state duty
Writing an algorithm for further actions
Term - within 1 working day
Opening a turnkey unitary enterprise
Oral consultation
Name approval
Preparation of a decision on the creation of a unitary enterprise
Preparation of the charter of a unitary enterprise
Preparation of an application for state registration
Recording the charter on disk (for the executive committee)
Payment of the state duty by us at your expense
Accompaniment to the registration authority for submitting documents
Support for ordering printing and filling out documents
Preparation personnel documents for manager and accountant
Preparation of documents for opening a bank account
Support for opening a bank account
Preparation of documents for initial application to the Tax Inspectorate
Preparation of books (revisions, comments and suggestions)
+ gift
Term - within 7 working days
Additional costs
- The state fee for registering a legal entity is 27.00 BYR.
- Costs for making a seal – 40.00 BYR.
- Expenses for the purchase of books of comments and suggestions and checks and revisions, bank commission for cash transfers - 10.00 BYR.
- Search for a legal address – 50.00 BYR.
- The authorized capital of the company – from 1.00 Belarusian rubles. (there is no minimum and maximum size of the authorized capital of a unitary enterprise)
Conditions for increasing the cost of legal services and their coefficient:
*The coefficient applies to the prices indicated above.
*Additionally, the Customer pays all costs associated with the provision of services (travel, accommodation, travel expenses, etc.) supported by documents.
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When placing two or more orders for legal services at the same time - a 15% discount on the total cost of services
When concluding a subscription service agreement for 6 months or more - discounts up to 20% of the cost for additional services
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Frequently Asked Questions
Is it possible to register a unitary enterprise at a home address?
The location of a unitary enterprise can be residential premises if it belongs to the founder by right of ownership (is in shared or joint ownership) or the founder constantly lives in residential premises (with the exception of residential premises of the state housing stock), as evidenced by a mark in the identity document or information in the registration card (house register). Please note that temporary registration does not give the right to place a legal address in the apartment. However, production activities in residential premises are not allowed.
What information do lawyers need to provide to begin preparing documents?
— Agree on the name of the unitary enterprise. The name is agreed upon by the founder with the passport. It is possible to check matches in advance by entering the name into the search form on the portal egr.gov.by. You can also agree on a name using the same Internet portal.
— Find a legal address. At the time of registration, you must have a legal address. A letter of guarantee is not required.
— Collect information about the founder (passport pages 31, 33, “registration”, number mobile phone, e-mail).
— Decide on the size of the authorized capital. For a unitary enterprise, the size of the authorized capital is set by the founder themselves (there is no minimum size). The period for making deposits is 1 year from the date of registration.
— Determine the types of activities proposed for implementation.
— Determine the candidacy of the director (passport pages 31, 33, “registration”, mobile phone number, e-mail). Specify the duration of the contract with the director (from 1 year to 5 years), special conditions, duration of vacation, period of salary payment, etc. as desired.
— Make decisions on the taxation system for UE.
Is it better for me to open a unitary enterprise or LLC?
Each of the organizational and legal forms has its own pros and cons. You can read more about them in our article “Choosing between an enterprise and an LLC.”
Our company will be happy to provide you with a full range of high-quality legal services for the creation of both an LLC and a unitary enterprise. The choice is up to you.
What can be used to form the authorized capital of a private enterprise? When should it be formed?
Contribution to the authorized capital can be monetary or non-monetary (property). Contributions to the authorized capital of a unitary enterprise can be things, including money and securities, other property, including property rights, or other alienable rights that have an estimate of their value. The authorized capital of a unitary enterprise is formed by the founder in full within 12 months from the date of state registration of the unitary enterprise.