LAW OF THE REPUBLIC OF BELARUS

of January 5, 2021 No. 95-Z

About change of the laws concerning economic societies

Accepted by the House of Representatives on December 16, 2020

Approved by Council of the Republic on December 18, 2020

Article 1. Bring in the Law of the Republic of Belarus of December 9, 1992 No. 2020-XII "About economic societies" the following changes:

1. In Article 2 of the word "Legislation of the Republic of Belarus" to replace with the word "Legislation".

2. In Article 3:

after part six to add Article with part of the following content:

"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.";

in part seven of the word of "national banks" and "national banks" to replace respectively with words "banks, other organizations" and "banks, other organizations".

3. Third of Article 5 to state part in the following edition:

"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.".

4. The fifth parts two and part third of article 11 after the words "will perform" and "carry out reliability expertize" to add the paragraph respectively with words "independent" and "internal".

5. In Article 13:

in part three "heel" to replace the word with the word of "fourth";

the sixth to exclude part;

the twelfth to state part in the following edition:

"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.".

6. To add article 14 after part two with part of the following content:

"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.".

7. Article 16-18 to state in the following edition:

"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.

If as a result of merge of economic societies, economic societies and legal entities of other forms of business new economic society, the decision 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 is created, or governing bodies of such legal entities authorized on that by constituent documents on the issue of approval of the charter of the created economic society is accepted by the majority (at least three quarters) of voices of persons who participated in this meeting, and on questions of election of members of bodies of new economic society - simple majority (more than fifty percent) of voices of persons who participated in this meeting if the bigger poll is not provided by the agreement on merge.

In case of merge of economic societies, economic societies and legal entities of other forms of business all rights and obligations of each of them pass according to the transfer act to the economic society or the legal entity of other form of business created as a result of merge.

Article 17. Accession to economic society

Accession to economic society the termination of activities of the attached economic societies and (or) legal entities of other forms of business with transfer of all rights and obligations of the last to economic society to which accession is performed is recognized.

The attached economic societies and (or) legal entities of other forms of business and economic society to which accession is performed sign the Treaty of Accession in which the procedure and conditions of accession are determined.

The Treaty of Accession shall contain:

the name, the location of each of economic societies and legal entities of other forms of business participating in accession;

the size and procedure for forming of authorized capital of economic society to which accession is performed;

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 accession 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 accession 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;

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