LAW OF THE REPUBLIC OF BELARUS

of January 3, 2023 No. 239-Z

About questions of transfer under temporary external management

Accepted by the House of Representatives on December 21, 2022

Approved by Council of the Republic on December 21, 2022

Article 1. Legal entities of the Republic of Belarus – the commercial organizations, owners of property (participants (shareholders)) of which are persons from foreign states (further – the commercial organizations), can be transferred under temporary external management according to decisions regional, Minsk city executive committees (further – the decision on temporary external management) according to the procedure, determined by Council of Ministers of the Republic of Belarus.

Transfer under temporary external management is possible in cases:

if management of the commercial organization executive and (or) other governing bodies is actually stopped;

if executive and (or) other governing bodies of the commercial organization economically frivolous actions which can lead to the actual termination of activities, liquidation and (or) bankruptcy of such commercial organization, damnification of the commercial organization are performed;

in other cases determined by Council of Ministers of the Republic of Belarus.

The purposes of temporary external management are exception of the unreasonable termination of activities of the commercial organizations, damnifications to their labor collectives and ensuring normal profitable work of the commercial organizations.

Temporary external management is established for a period of up to 18 months from the date of decision making about temporary external management.

Temporary external management is not entered concerning the commercial organizations which are in process of the liquidation which is carried out according to the decision of economic court or registering body or in the procedures applied in course of production on the case of insolvency or bankruptcy.

Article 1-1. For providing regional, Minsk city executive committees of the analysis of activities of the commercial organizations regarding availability of the bases for transfer under temporary external management and forming of registers of the commercial organizations registered in the territory of the respective area, Minsk, Council of Ministers of the Republic of Belarus:

determines state bodies which shall provide in regional, Minsk city executive committees of the data according to the list established according to the paragraph third this part;

establishes the list of the information provided by certain state bodies for providing the analysis of activities of the commercial organizations regarding availability of the bases for transfer under temporary external management, and also procedure and form of provision of such data.

For the purpose of ensuring activities in the field of transfer of the commercial organizations under temporary external management regional, Minsk city executive committees have the right to receive the necessary data including constituting the state secrets, office information of limited distribution, the commercial and protected by the law other secret, other information, distribution and (or) provision of which is limited.

Article 2. (Further – the managing director), the physical person having the economic or legal education highest mainly, necessary experience of economic (entrepreneurial) activity, and also conforming to other requirements established by Council of Ministers of the Republic of Belarus can be person exercising temporary external control.

Also legal entity can be the managing director. Requirements established by this Law to the managing director – to physical person are imposed to the managing director's head – the legal entity as to person having the personal responsibility.

As the managing director person having the right to perform activities as the interim (anti-recessionary) manager can be designated.

Conditions of temporary external management are determined in the decision on temporary external management taking into account requirements of this Law and procedure for transfer of the commercial organizations under temporary external management determined by Council of Ministers of the Republic of Belarus.

With the managing director – the physical person regional, Minsk city executive committees signs the civil agreement which subject is implementation of powers executive and (or) other governing bodies of the commercial organization, except for powers on decision making about reorganization or liquidation of the commercial organization.

With the managing director – the legal entity regional, Minsk city executive committees signs the agreement which subject is implementation of powers executive and (or) other governing bodies of the commercial organization, except for powers on decision making about reorganization or liquidation of the commercial organization.

Remuneration for the account of property of the commercial organization in the amount of and procedure, established by Council of Ministers of the Republic of Belarus is paid to the managing director performing activities according to this Law.

Control of activities of the managing director, consideration of the reports, including regarding reliability containing in them the data submitted by it perform regional, Minsk city executive committees. Reliability of the data containing in reports can be confirmed by documents or their copies.

The managing director is specified in the decision on temporary external management or is determined regional, Minsk city by executive committees in case of decision making about temporary external management in the time established in such decision.

Powers of executive body of the commercial organization are delegated to the managing director. By the decision on temporary external management powers and other governing bodies of the commercial organization, except for powers on decision making about reorganization or liquidation of the commercial organization can be delegated to the managing director.

Making of large deals and transactions in which making there is interest of affiliates *, issue (issue) of securities of the commercial organization are performed by the managing director from the prior written consent regional, Minsk city executive committees.

From the date of introduction of temporary external management of power of governing bodies of the commercial organization, specified in the decision regional, Minsk city executive committees, for temporary external management stop, employees of these bodies upon the demand of regional, Minsk city executive committees are discharged of work if other is not established by the decision on temporary external management.

By transfer under temporary external management of the commercial organization which is in process of liquidation the managing director makes the decision on cancellation of the decision on liquidation of the commercial organization.

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