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LAW OF THE REPUBLIC OF BELARUS

of December 9, 1992 No. 2020-XII

About economic societies

(as amended on 05-01-2021)

This Law is directed to determination of legal status, procedure for creation, activities, reorganization, liquidation of economic societies, the rights and obligations of their founders (participants), competence of bodies of economic societies, and also to ensuring protection of the rights and interests of founders (participants) of economic societies and economic societies.

Chapter 1. General provisions

Article 1. Basic provisions about economic society

Economic society the commercial organization which authorized capital is divided into shares (shares) of her participants is recognized.

Economic society:

has in property the isolated property created at the expense of deposits of founders (participants) and also made and acquired by economic society in the course of its activities;

bears independent responsibility according to the obligations, can acquire and perform on its own behalf the property and personal non-property rights, fulfill duties, to be claimant and the defendant in court;

can have the civil laws answering the activities purpose provided in its charter and also object of activity if it is specified in the charter, and to perform the duties connected with these activities. Economic society can be engaged in separate types of activity which list is determined by legal acts only based on special permission (license);

acquires the civil laws and assumes civil obligations through the bodies operating according to the legislation and the charter;

according to the legislation can create legal entities, and also be part of legal entities;

according to legal acts can create associations of legal entities, not being legal entities and to participate in such associations.

In the cases provided by legal acts, economic society can acquire the civil laws and assume civil obligations through the participants.

Legal capacity of economic society arises at the time of its creation and stops at the time of completion of its liquidation.

Article 2. Legislation on economic societies

The legislation on economic societies is based on the Constitution of the Republic of Belarus and consists of the Civil code of the Republic of Belarus, this Law and other acts of the legislation.

Article 3. Scope of this Law

Operation of this Law extends to the economic societies created in the territory of the Republic of Belarus if other is not established by this Article and other legal acts.

The provisions of this Law regulating legal status, procedure for creation, activities, reorganization and liquidation of economic societies extend to the economic societies consisting of one participant if other is not provided by this Law and other legal acts.

Features of legal status, creation, reorganization and liquidation of economic societies in bank, insurance, exchange and other fields of activity, and also joint-stock investment funds are determined by other legal acts.

Features of legal status and creation of economic societies which hundred percent of shares in authorized funds (shares) are in property of the Republic of Belarus and (or) its administrative and territorial units are determined by legal acts.

Features of creation of open joint stock companies in the course of privatization of state-owned property are determined by the legislation on privatization.

Features of legal status of the joint-stock companies created in the course of privatization of state-owned property or by transformation of the rent companies, collective (national) companies, state companies, state unitary enterprises, management of such societies of issue and the circulation of shares of such societies can be established by the legislation on privatization.

The procedure and conditions of share issue of additional release and increase in authorized capitals of economic societies by offsetting of monetary claims of participants and (or) creditors of economic societies in which authorized funds of share (share) belong to the Republic of Belarus and (or) its administrative and territorial units and also voluntary conveyance or sale of shares in authorized funds (shares) of such societies to board members (supervisory board), executive body and (or) to employees of these societies are established by this Law and other legal acts.

Features of change of authorized capitals of economic societies, and also transfers by members of economic societies of shares (shares) to property of the Republic of Belarus and (or) its administrative and territorial units or the relevant banks, other organizations in case of debt restructuring of economic societies for payments in republican and (or) local budgets and on the credits issued by banks, other organizations, procedure for cost determination of such shares (shares) and acceptance by the supreme body of management of economic society of the decision on the request for restructuring of such debt are determined by the President of the Republic of Belarus.

Features of activities of economic societies during the protective period, the periods of pre-judicial improvement and bankruptcy proceedings are determined by the legislation on economic insolvency (bankruptcy).

Features of issue and security circulation of economic society if other is not established by the legislation on securities, are determined by this Law and the antitrust law.

Article 4. Name and location of economic society

Economic society has the name in the Belarusian and Russian languages containing specifying on its form of business.

The name of economic society shall be approved in the procedure established by the legislation before giving in registering body of documents for state registration of economic society.

The location of economic society is determined by the location of its permanent executive body, and in case of absence of permanent executive body - other body or person having the right to act on behalf of economic society without power of attorney.

Article 5. Responsibility of economic society

Economic society answers for the obligations all the property.

Members of economic society do not answer for obligations economic society, and economic society does not answer for obligations the participants, except as specified, provided by legal acts or the charter.

Founders (participants) of the economic society recognized as economically insolvent (bankrupt) or the other persons, including persons who are performing powers of sole executive body of economic society or heading collegiate executive body of this society, having the right to give instructions, obligatory for this society, or opportunity otherwise to determine its actions bear subsidiary responsibility in case of insufficiency of property of economic society only in case economic insolvency (bankruptcy) of economic society was caused by guilty (intentional) actions of such persons if other is not established by legal acts.

Economic society does not answer for obligations the Republic of Belarus, its administrative and territorial units if other is not established by legal acts.

Article 6. Representations and branches of economic society

Economic society can according to the procedure, established by this Law and other legislation, create representations and branches which are not legal entities and act on behalf of this society based on the provisions approved by the economic society which created them.

Representative office of economic society is the separate division of economic society located out of the location of this society and performing the representation and protection of its interests making from his name transactions and other legal acts.

Branch of economic society is the separate division of economic society located out of the location of this society and performing everything or part of its functions including functions of representation.

Representations and branches of economic society are allocated with property of the economic society which created them which is considered separately on balance of this society (separately in the book of accounting of the income and expenses of the organizations and individual entrepreneurs applying simplified taxation system (further – the book of accounting of the income and expenses)).

The head of representation or branch of economic society is appointed by economic society and acts on the basis of the power of attorney this society, issued according to the procedure, established by the legislation.

Creation by economic society of its representations and branches outside the territory of the Republic of Belarus is performed according to the legislation of foreign state in the location of representations and branches if other is not provided by international treaties of the Republic of Belarus.

Responsibility for activities of representations and branches of economic society bears the economic society which created them.

Article 7. Affiliated economic society

Economic society is recognized affiliated if other (main) economic society or partnership owing to the prevailing participation in its authorized fund and (or) according to the agreement signed between them and (or) otherwise has opportunity to determine the decisions made by such society.

Affiliated economic society does not answer on debts of the main economic society or partnership.

The main economic society or partnership which have the right to give to affiliated economic society including under the contract with it, instructions, obligatory for it, answer solidary with affiliated economic society according to the bargains concluded by the last in pursuance of such instructions.

In case of economic insolvency (bankruptcy) of affiliated economic society because of the main economic society or partnership subsidiary responsibility according to its obligations is conferred on such society or partnership in case of insufficiency of property of affiliated economic society.

Members of affiliated economic society have the right to require compensation by the main economic society or partnership of the losses caused on their fault to subsidiary.

Article 8. Dependent economic society

Economic society is recognized dependent if other economic society has share in the authorized capital (share) of this society in the amount of corresponding to twenty and more percent of votes from total quantity of voices which it can use on general meeting of members of such society.

Dependent economic society has no right to have and acquire shares in authorized capital (share) of economic society in relation to which it according to part one of this Article is recognized dependent.

Article 9. Unitary enterprise of economic society

Economic society can be the founder of the unitary enterprise which acts on the basis of the Charter, approved by this economic society.

The property of the unitary enterprise founded by economic society is in property of economic society - the founder of this unitary enterprise and belongs to the unitary enterprise on the right of economic maintaining.

The head of the unitary enterprise founded by economic society is appointed by economic society. Economic society has the right to establish procedure for appointment of heads of the unitary enterprises established by it the charter.

The unitary enterprise founded by economic society answers for the obligations all property belonging to it.

The unitary enterprise founded by economic society does not bear responsibility according to obligations of this society, except as specified, provided by the Civil code of the Republic of Belarus.

Economic society - the founder of the unitary enterprise does not answer for obligations the unitary enterprise, except for the case provided by part seven of this Article.

If economic insolvency (bankruptcy) of the unitary enterprise founded by economic society is caused by this society, subsidiary responsibility according to its obligations is conferred on such society in case of insufficiency of property of the unitary enterprise.

The legal status of the unitary enterprise founded by economic society is determined by the legislation on the unitary enterprises.

Chapter 2. Creation, reorganization and liquidation of economic society

Article 10. Creation of economic society

Economic society is created according to this Law and other legal acts by its organization or reorganization of legal entities.

Economic society can be created in the form of joint-stock company (in the form of opened or closed), limited liability companies and additional liability companies.

Economic society can be founded by one person or can consist of one participant, including during creation as a result of reorganization of the legal entity.

Economic society is considered created from the moment of its state registration according to the procedure, determined by legal acts.

Economic society is considered created sine die if other is not established by its charter.

Article 11. Organization of economic society

The organization of economic society is performed according to the decision of his founders which is made before carrying out the constituent assembly. The decision on organization of economic society can be made by founders by the conclusion of the agreement on creation of economic society or in other form determined by founders if other is not provided by part three of this Article, and also except for the case provided by part one of article 67 of this Law.

Shall be determined by the decision on organization of economic society:

procedure founders of joint activities for creation of economic society, their right and obligation on creation of economic society, including procedure for preparation of the draft of the charter of economic society;

distribution between founders of obligations on preparation for state registration of economic society, including in coordination in accordance with the established procedure names of economic society, to opening of the provisional account for forming of authorized capital of economic society if according to the decision on organization of economic society its authorized capital shall be created before its state registration, on making of other actions established by the legislation;

size of authorized fund, procedure for introduction by founders of deposits to authorized capital;

the legal entity or the individual entrepreneur who will perform independent value assessment of non-cash contribution to authorized capital of economic society or to carry out expertize of reliability of internal value assessment of non-cash contribution to authorized capital of economic society if according to the decision on organization of economic society its authorized capital shall be created before its state registration;

the founder of economic society authorized on signing of the statement for state registration if the number of founders of economic society more than three and them the decision to authorize one of them on signing of the specified statement is made;

procedure for convocation and carrying out the constituent assembly of economic society.

In case of organization of economic society the decision (decisions) on the questions connected with its organization is accepted by one person (are accepted) by this person solely and is drawn up (are drawn up) in writing. The decision (decisions) of the single founder connected (connected) with organization of economic society shall (shall) determine the size of authorized capital of economic society and procedure for its forming, the legal entity or the individual entrepreneur who will perform independent value assessment of non-cash contribution to authorized capital or to carry out expertize of reliability of internal value assessment of non-cash contribution if according to the decision on organization of economic society its authorized capital shall be created before its state registration, and also contain decisions on the questions specified in part one of Article 12 and part one of article 68 of this Law.

Founders of economic society bear joint liability according to the obligations which arose before its state registration and connected with organization of this society. Economic society assumes responsibility according to the obligations of founders connected with organization of this society in case of the subsequent approval of their actions by general meeting of members of economic society. In case of organization of economic society one person responsibility according to the obligations which arose before state registration of economic society and connected with its organization carries this person. At the same time economic society can assume responsibility according to the obligations of the founder connected with organization of this society.

Article 12. Constituent assembly of economic society

At the constituent assembly of economic society founders:

approve value assessment of non-cash deposits to authorized capital of economic society if according to the decision on organization of economic society its authorized capital shall be created before its state registration;

approve the charter of economic society;

form bodies of economic society and elect their members;

resolve other issues provided by this Law.

The constituent assembly of economic society is held in presentia providing joint presence of founders of economic society in case of discussion of questions of the agenda of the constituent assembly and decision making on them.

Decisions at the constituent assembly of economic society on the questions determined by part one of this Article are accepted by founders unanimously, except for the case established by part three of article 68 of this Law.

Each of founders participates in the constituent assembly of economic society with voting power.

The poll of each founder is determined in proportion to the size of its contribution which is subject to entering into authorized capital. In the agreement on the creation of economic society or other document confirming intention about creation of economic society other poll, belonging to each founder at the constituent assembly of economic society, except for the case established by part four of article 68 of this Law can be determined.

Solutions of the constituent assembly of economic society are drawn up by the protocol which is subject to signing by all founders of economic society.

In case of organization of economic society the constituent assembly is not held by one person.

Article 13. Founders and members of economic society

Founders of economic society are citizens (physical persons) and (or) legal entities who made the decision on its organization.

Founders of economic society after its state registration become members of economic society.

Members of economic society are also persons who acquired the property right, the right of economic maintaining or operational management to share in authorized capital (share) of economic society taking into account the features provided by part four of article 101 of this Law.

State bodies, local authorities and self-government have no right to act as members of economic societies if other is not established by the legislation.

The unitary enterprises, national associations, and also financed by owners of organization can be members of economic societies with the permission of the owner (authorized by the owner of body) if other is not established by legal acts.

Participation in economic societies of separate categories of citizens (physical persons) can be forbidden or limited to the law, and legal entities can be limited only in the cases and procedure provided by legal acts.

Members of economic societies have liability laws concerning these societies, and also can have the corporeal rights only to property which they contributed to economic societies to use as deposits to authorized funds.

Members of economic society have the right:

participate in management of activities of economic society taking into account the features provided by parts three and the fourth article 71 of this Law;

obtain information on activities of economic society and get acquainted with its documentation in the amount and procedure established by the charter;

take part in profit distribution of economic society;

receive in case of liquidation of economic society part of the property which remained after settlings with creditors or its cost.

Members of economic society can have and other rights provided by this Law, other legislation and the charter of economic society.

Members of economic society can delegate powers on participation in the management of activities of economic society to other persons by issue of the power of attorney or the conclusion of the agreement according to the procedure established by legal acts.

The participation right in management of activities of economic society can belong:

to persons who acquired right to use and (or) orders of shares (part of share) in authorized fund (shares) of economic society based on the agreement if other is not established by legal acts;

to persons authorized according to legal acts on management of heritable property in case of the death of the member of economic society or the announcement of his dead;

to other persons in cases, stipulated by the legislation.

Members of economic society shall:

make in authorized capital of economic society contributions according to the procedure, the sizes, methods and in the terms provided by this Law, other legal acts and the charter;

not disclose the confidential information on activities of economic society obtained in connection with participation in economic society;

carry out other obligations connected with participation in economic society, provided by this Law, other legal acts and the charter of economic society, and also the shareholders' agreement (the agreement on implementation of the rights of members of limited liability company) if the participant is the party of such agreement (agreement).

Article 14. Constituent document of economic society

The constituent document of economic society is the charter of economic society approved by his founders (participants).

The charter of economic society shall determine:

name of economic society;

place of its stay;

the activities purposes, and in cases, stipulated by the legislation, and object of activity;

size of authorized fund;

rights and obligations of participants;

structure, procedure for election or education, structure and competence of its bodies;

procedure for management of activities of economic society;

governing body or person (worker) of economic society authorized on preparation, convocation and holding general meeting of his participants in the case established by part four of article 50 of this Law (further – authorized body of economic society);

procedure for adoption of decisions by governing bodies, including the list of questions on which decisions are made by governing bodies unanimously or the qualified majority (at least two thirds, three quarters) of voices;

conditions and procedure for profit distribution and losses;

list of representations and branches;

responsibility of society, his participants;

approval procedure of accounting (financial) records of economic society (revenues and expenses yielded books of accounting), its representations and branches;

procedure and amount of provision to participants of information on economic society;

other data provided by this Law and other legislation.

If other is not established by this Law, the charter of economic society can include the provisions providing cases and procedure for use of electronic or other communication, information networks (systems) or software and hardware and technologies (further – systems of remote servicing) under the organization of convocation and holding general meeting of his participants. The decisions on introduction of amendments to the charter of economic society providing cases and procedure for use of systems of remote servicing under the organization of convocation and holding general meeting of his participants are accepted by all members of this society unanimously.

The charter of economic society in the consent of founders (participants) can include also other provisions which are not contradicting the legislation.

Changes and (or) additions are made to the charter of economic society in the cases and procedure established by this Law and other legal acts.

Changes and (or) additions made to the charter of economic society are subject to state registration according to the procedure, established by legal acts, and acquire force for the third parties from the moment of this registration if other is not established by legal acts.

Article 15. Reorganization of economic society

Reorganization of economic society can be performed according to the decision of general meeting of members of this society made according to this Law and other legal acts and also in the cases and procedure established by legal acts - according to the decision of authorized state bodies, including court. Reorganization of economic society can be performed in the form of merge, accession, separation, allocation, transformation.

Reorganization of economic society as a result of which legal entities of other forms of business are created is performed according to the procedure, established by this Law, taking into account the features provided by other legal acts.

Economic society is considered reorganized, except as specified reorganization in the form of accession, from the moment of state registration of again arisen economic societies or legal entities of other forms of business according to the procedure, determined by legal acts.

By reorganization of economic society in the form of joining to it of other legal entity the first of them is considered reorganized from the moment of entering into the Single state register of legal entities and individual entrepreneurs of record about the termination of activities of the attached legal entity.

In the cases established by legal acts, reorganization of economic society can be performed only with the consent of authorized state bodies.

Article 16. Merge of economic societies, economic societies and legal entities of other forms of business

Merge of economic societies, economic societies and legal entities of other forms of business creation of new economic society or the legal entity of other form of business by transfer to the new legal entity of all rights and obligations participating in the merge of economic societies, economic societies and legal entities of other forms of business with the termination of their activities according to the procedure established by this Law and other legal acts created as a result of merge is recognized.

The economic societies, economic societies and legal entities of other forms of business participating in merge sign the agreement on merge in which the procedure and conditions of merge are determined.

The agreement on merge shall contain:

the name, the location of each of economic societies and legal entities of other forms of business participating in merge and also the name, the location of the economic society or the legal entity of other form of business created as a result of merge;

the size and procedure for forming of authorized capital of the economic society or the legal entity of other form of business created as a result of merge;

procedure for formation of bodies of the economic society or the legal entity of other form of business created as a result of merge;

procedure, terms of convocation and holding joint general meeting of members of economic societies, owners of property, founders (participants) of legal entities of other forms of business participating in merge or governing bodies of such legal entities authorized on that by constituent documents;

voting procedure on joint general meeting of members of economic societies, owners of property, founders (participants) of legal entities of other forms of business participating in merge or governing bodies of such legal entities authorized on that by constituent documents and also procedure for determination of number of votes of persons participating in such meeting;

terms of carrying out reorganization in the form of merge.

The agreement on merge may contain also other conditions.

General meeting of participants of each of the economic societies participating in merge, owners of property, founders (participants) of each of the legal entities of other forms of business participating in merge or the governing bodies of such legal entities authorized on that by constituent documents approve the agreement on merge.

Joint general meeting of members of economic societies, owners of property, founders (participants) of legal entities of other forms of business participating in merge, or governing bodies of such legal entities authorized on that by constituent documents approves the constituent document and forms bodies of the economic society or the legal entity of other form of business created as a result of merge.

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