LAW OF THE REPUBLIC OF BELARUS

of November 13, 2023 No. 312-Z

About change of codes

Accepted by the House of Representatives on October 11, 2023

Approved by Council of the Republic on October 25, 2023

Article 1. Bring in the Civil code of the Republic of Belarus of December 7, 1998 the following changes:

1. In paragraph six of part two of Article 2 and Item 3 of Article 1084 of the word to "court order" shall be replaced with words to "court decree".

2. In Article 3:

in Item 1:

state paragraph two in the following edition:

"Constitution of the Republic of Belarus, this Code, other laws and regulatory legal acts of the President of the Republic of Belarus;";

third to exclude the paragraph;

word in paragraph five of "bank of the Republic of Belarus" to replace with the word of "bank";

state Item 2 in the following edition:

"2. In case of collision of the regulatory legal acts containing regulations of the civil law the rules established by the legislation on rule-making activities are applied.";

add Article with Item 3 following of content:

"3. Features of legal regulation of civil legal relationship can be established by the president of the Republic of Belarus.".

3. State Article 6 in the following edition:

"Article 6. Civil legislation and rules of international law

1. The Republic of Belarus recognizes priority of the conventional principles of international law and provides compliance to them of the civil legislation.

2. If the international treaty of the Republic of Belarus establishes other rules, than those which contain in this Code then are applied rules of the international treaty.".

4. The second Item 1 of Article 7 to add part with subitem 1-1 of the following content:

"1-1) of decisions of meetings in the cases provided by legal acts;".

5. "Provided" to add Item 2 of article 8 after the word with words "this Code and others".

6. In Item 3 of Article 9 of the word "indemnify the caused loss" shall be replaced with words "and also to pay the damages caused to it".

7. In Article 11:

add Article with subitems 4-1-4-3 of the following content:

"4-1) recognitions of unilateral refusal of the agreement (agreement performance) by cancelled;

4-2) recognitions of the agreement unconcluded;

4-3) recognitions of the decision of meeting invalid;";

state subitem 13 in the following edition:

"13) the different ways provided by this Code and other acts of the legislation.".

8. In Article 12:

exclude the words "and also the act of the legislation which is not corresponding to other legal act and";

"legal acts" to replace words with the word "legislation".

9. Item 2 of article 19 after words of "years" and "adoptive parents" to add respectively with words "(further - juveniles)" and "(adopters) (further - adoptive parents)".

10. In Article 25:

in the name of Article to replace the word of "minors" with the word of "minor";

in Item 1:

in part one:

replace the words "Minors" and "make" respectively with the words "Minor" and "makes";

after the word of "consent" to add part with words "one of";

in word part two of "his parents, adoptive parents or the custodian" shall be replaced with words "one of his legal representatives";

state Item 2 in the following edition:

"2. If other is not established by part two of this Item, the minor aged from fourteen up to eighteen years having the right independently without the consent of the legal representatives:

dispose of the of earnings, grant and other own income, and also the property acquired at the expense of the specified income;

perform the rights of the author of the work of science, literature or art, the invention or other result of the intellectual activities protected by the legislation;

act as the investor on bank deposit agreement (deposit), the owner of the current (settlement) bank account of physical person with basic terms of service;

make the small household transactions and transactions directed to non-paid receipt of benefits, which are not requiring the notarial certificate or state registration.

The minor on reaching sixteen years of the legal representatives having also the right without consent to be member of cooperative, and from written consent of one of the legal representatives - the owner of property (the founder, the participant) of other legal entity, to be engaged in business activity without formation of legal entity, to perform the activities which are not relating to business activity according to this Code or other legal acts. At the same time need of achievement by the minor of the specified age and receipt of the consent of one of the legal representatives by it is not required if the rights of the owner of property (participant) of the legal entity are acquired as a result of receipt of the company as property complex, share (shares) in authorized fund of the legal entity according to the procedure of inheritance.";

in Item 3:

in part one "minors" to replace the word with the word "minor";

in part two of the word "Minors", "bear" and "them" to replace respectively with the words "Minor", "bears" and "it";

in part three of the word "them" and "such minors bear" to replace respectively with the words "it" and "such minor bears";

in item 4 of the word of "parents, adoptive parents or the custodian" and "income" to replace respectively with words of "legal representatives" and "own income, and also the property acquired at the expense of the specified income".

11. In Article 26:

in Item 1:

in word part one" (contract) or with the consent of parents, adoptive parents or the custodian is engaged in business activity" shall be replaced with words "or with the consent of one of the legal representatives is engaged in business activity without formation of legal entity";

in word part two of "parents, adoptive parents or the custodian" shall be replaced with words "his legal representatives";

in Item 2 of the word "Parents, Adoptive Parents and Custodian" shall be replaced with words "Legal representatives".

12. State Article 27 in the following edition:

"Article 27. Capacity to act of the juvenile

1. For the juvenile of the transaction, except for specified in Item 2 of this Article, only his legal representative - one of parents, adoptive parents, guardians can make from his name.

The rules provided by Items 2 and 3 of article 35 of this Code are applied to transactions of the legal representative of the juvenile with property of such juvenile.

2. The juvenile having the right independently without the consent of the legal representatives to make the transactions specified in paragraph five of part one of Item 2 of article 25 of this Code.

3. Property responsibility according to transactions of the juvenile, including according to the transactions made by him independently is born by his legal representatives. Responsibility for the harm done to juveniles is determined according to rules of Chapter 58 of this Code.".

13. The fourth Article 31 parts two after the word "positions" to add the paragraph with the word of "employees".

14. In Article 44:

in Item 1:

after the word "management" to add Item with words ", on other legal cause";

"legal act" shall be replaced with words words "the act of the legislation";

state Items 2 and 3 in the following edition:

"2. Economic partnerships and societies, production and consumer cooperatives, peasant farms, gardening partnerships, partnerships of owners concern to legal entities concerning whom their participants have liability laws.

The unitary enterprises, including affiliated, organizations, national associations treat legal entities on whose property their founders (owners of their property) have the corporeal rights.

3. Public associations, the religious organizations, funds, associations (unions), and also other non-profit organizations treat legal entities concerning whom their founders (participants) have no property rights if other is not provided by this Code and other legal acts.

In the cases provided by the laws or regulatory legal acts of the President of the Republic of Belarus, the Republic of Belarus, administrative and territorial units can have property rights concerning non-profit organizations, including without being their founders (participants).".

15. In Article 45:

in Item 1 of the word "constituent documents, and also to object of activity if it is specified in constituent documents" and "special permission (license)" to replace respectively with words "the constituent document" and "licenses and (or) special permission (license) or on condition of inclusion in the special register";

in Item 3:

add part one with words "if other is not provided by this Code";

the second to state part in the following edition:

"The right of the legal entity to perform activities on which occupation receipt of the license and (or) special permission (license) is necessary arises and stops since the moment determined according to legal acts for licensing.".

16. In Article 46:

in Item 2 of the word "and other forms provided by this Code" shall be replaced with words ", and also national associations in case of decision making about recognition by their commercial organizations";

in Item 3:

state part one in the following edition:

"3. Legal entities, being non-profit organizations, can be created in the form of consumer cooperatives, gardening partnerships, partnerships of owners, public associations, the religious organizations, republican state public associations, funds, organizations, associations (unions), national associations, and also in other forms of business provided by legal acts.";

from part four of the word "also answers object of activity of non-profit organizations", and "also answers object of activity of data of the organizations" to exclude;

exclude item 4.

17. In Article 47:

add Item 1 with part of the following content:

"In the cases and procedure provided by legal acts, state registration of legal entities, the changes and (or) additions made to constituent documents of legal entities can be recognized as invalid. Recognition of state registration of legal entities, the changes and (or) additions made to constituent documents of legal entities invalid attracts the effects provided by legal acts.";

to add part one of Item 2 with the words "and (or) this Code";

exclude Item 3.

18. In Item 3 of Article 47-1:

words" if other is not established by legal acts" to exclude;

add Item with part of the following content:

"Provisions of this Item are applied if other is not established by the President of the Republic of Belarus.".

19. State Article 48 in the following edition:

"Article 48. Constituent document of the legal entity

1. The legal entity acts on the basis of the foundation agreement or the charter. The foundation agreement of the legal entity is signed, and the charter affirms the owner of property (founders, participants). Other approval procedure of charters of legal entities can be established by this Code and other legal acts. By acts of the legislation approval of provisions, on the basis of the who are acted by the corresponding legal entities can be provided.

2. Legal entities, except for economic partnerships, joint-stock companies, political parties, labor unions and other public associations, their unions (associations), the unions (associations) by the form (types) of sport created with participation of public association (public associations), funds, republican state public associations, reference tribunals, international Arbitration (arbitration) Courts, Bars can act on the basis of the standard charter of the legal entity of the corresponding form of business approved by the Government of the Republic of Belarus. Data on what the legal entity acts on the basis of the standard charter approved by the Government of the Republic of Belarus are specified in the Single state register of legal entities and individual entrepreneurs.

The standard charter approved by the Government of the Republic of Belarus does not contain data on the name, the location and the size of authorized fund of the legal entity, the owner of property (founders, participants), the size of shares of participants, the size and structure of deposits of participants, limits of subsidiary responsibility of participants of additional liability company, the size and structure of shares of members of production and consumer cooperative, the size and conditions of subsidiary responsibility of members of production cooperative on debts of cooperative, representations and branches, the size and procedure for execution of subsidiary responsibility of members of association (union). If according to the legislation such data contain in the charter of the legal entity of the corresponding form of business, then concerning this legal entity, the acting on the basis of the standard charter, they are specified in the Single state register of legal entities and individual entrepreneurs.

3. In the charter, the foundation agreement of the legal entity the name of the legal entity, the place of its stay, the activities purpose, procedure for management of activities of the legal entity shall be determined, and also to contain other data provided by this Code and other acts of the legislation.

In the foundation agreement founders (participants) shall create the legal entity, determine procedure for joint activities for its creation, conditions of transfer of the property and participation in its activities to it. Except the data specified in part one of this Item in the foundation agreement also conditions and procedure for distribution between participants of profit and losses, exit of participants from its structure and other data, stipulated by the legislation about legal entities of the corresponding form of business shall be determined. Other conditions also can be determined by the consent of founders (participants) in the foundation agreement.

4. Changes and (or) additions made to constituent documents acquire force for the third parties from the moment of their state registration, and in the cases provided by legal acts - from the moment of the notification of registering body on introduction of such changes and (or) amendments. At the same time legal entities and their founders (participants) have no right to refer to lack of state registration of such changes and (or) amendments in the relations with the third parties acting taking into account these changes and (or) amendments.

Changes and (or) additions made to constituent documents of republican state public associations and other legal entities which constituent documents are approved by acts of the legislation acquire force for the third parties from the date of entry into force of the acts of the legislation approving such changes and (or) amendments.".

20. In Item 1 of Article 49 of the word "legal acts" shall be replaced with words "acts of the legislation".

21. State Article 50 in the following edition:

"Article 50. Name and location of the legal entity

1. The legal entity has the name containing specifying on its form of business if other is not provided by this Code and other legal acts.

The legal entity shall have full name in the Belarusian and Russian languages, and also can have the abbreviated name.

The name of the commercial organization is its trade name and shall include the special name, that is the part of the name individualizing the legal entity containing in quotes. The name of non-profit organization can include the special name.

The name of non-profit organization and the name of the commercial organization shall contain specifying on nature or the purpose of activities of the legal entity in the cases provided by legal acts.

Inclusion in the name of the legal entity of instructions on the official complete or reduced name of the Republic of Belarus, the words "national" and "Belarusian", inclusion of such name or elements of the state, Olympic, Paralympic symbolics in details of documents or promotional materials of the legal entity are allowed according to the procedure, established by the President of the Republic of Belarus.

The name of the legal entity, including its special name, shall not be identical to the name, including the special name, data on which contain in the Single state register of legal entities and individual entrepreneurs.

The name of the legal entity cannot join the complete or reduced names of foreign states, names of state bodies, international organizations and interstate educations (except as specified creations of the legal entity according to the decision of the President of the Republic of Belarus, state body, international organization or interstate education), the words allowing to identify the legal entity of private pattern of ownership with state body and also words (designation) contradicting public concerns and other interests protected by the law, the principles of humanity and morals, religious beliefs.

The special name of the legal entity cannot consist only of digital designations or less than of two alphabetic or digital and alphabetic references.

Other requirements to the name of the legal entity are established by this Code, other acts of the legislation, and also the international treaties and other international legal acts containing obligations of the Republic of Belarus.

If as a result of use by the legal entity of the name (trade name) the rights and legitimate interests of the state, citizens and (or) legal entities are violated, protection of the violated the rights and legitimate interests is performed judicially.

2. The location of the legal entity is determined by the location of its permanent executive body (administrative and territorial unit, the settlement, and also the house, the apartment or other room if they are available), and in case of absence of permanent executive body - the location of other body or person having the right to act on behalf of the legal entity without power of attorney.

3. Data on the name and the location of the legal entity are specified in its constituent document and are introduced in the Single state register of legal entities and individual entrepreneurs and if the legal entity acts on the basis of the standard charter approved by the Government of the Republic of Belarus - are only introduced in the Single state register of legal entities and individual entrepreneurs.

In the cases provided by legal acts in case of change of the location of the legal entity such legal entity shall send according to the procedure, established by acts of the legislation, to registering body the adequate notice.

The legally significant message directed in the location specified in the Single state register of legal entities and individual entrepreneurs is considered delivered to the legal entity even if the legal entity is not in the specified location or on the circumstances depending on it did not receive such message or did not examine its content if other is not stipulated by the legislation or the agreement of the parties. At the same time the legal entity bears risk of effects of non receipt of the legally significant message directed in the location of the legal entity specified in the Single state register of legal entities and individual entrepreneurs, or not acquaintance with contents of such message.".

22. In Article 51:

add Item 1 with part of the following content:

"The legal entity cannot perform business activity by means of opening of representation.";

to exclude from part two of Item 3 of the word "and individual entrepreneurs";

in item 4 of the word "the organizations (associations) and" shall be replaced with words "associations and the religious organizations,".

23. State Article 51-1 in the following edition:

"Article 51-1. Representative offices of the foreign organizations and branches of foreign legal entities

1. The foreign legal entities and other organizations registered in accordance with the established procedure in the foreign state (further - the foreign organizations) having the right to open representations in the territory of the Republic of Belarus.

2. Representative office of the foreign organization is its separate division opened and located in the territory of the Republic of Belarus, performing protection and representation of its interests and other activities which are not contradicting the legislation on behalf of this organization.

The foreign organization cannot perform business activity in the territory of the Republic of Belarus by means of opening of representation if other is not provided by international treaties of the Republic of Belarus.

3. Branch of the foreign legal entity is its separate division opened and located in the territory of the Republic of Belarus, performing everything or part of its functions including functions of representation.

The foreign legal entity can perform business activity in the territory of the Republic of Belarus by means of opening of branch.

By legal acts restrictions for implementation by the foreign legal entity of business and other activity by means of opening of branch can be set.

4. Opening of representative offices of the foreign organizations and branches of foreign legal entities which activities are directed to propaganda for war is not allowed, violence, implementation of extremist activities and other acts prohibited by legal acts of the Republic of Belarus, and also activities of which can cause damage to national interests of the Republic of Belarus, to the rights and legitimate interests of citizens.

5. The representative office of the foreign organization or branch of the foreign legal entity are considered opened in the territory of the Republic of Belarus from the date of entering of record about their opening into the register of representative offices of the foreign organizations and branches of foreign legal entities if other is not stipulated by the legislation.

Except as specified, provided by legal acts, procedure for opening of representative offices of the foreign organizations and branches of foreign legal entities in the territory of the Republic of Belarus, the bases and procedure for the termination of their activities, and also procedure for maintaining the register of representative offices of the foreign organizations and branches of foreign legal entities are established by the Government of the Republic of Belarus. The procedure for opening and implementation of activities in the territory of the Republic of Belarus of offices of the foreign mass media which are representative offices of the foreign organizations or branches of foreign legal entities to which functions of editorial office of mass media are assigned is established by the legislation on mass media.

6. Representative offices of the foreign organizations and branches of foreign legal entities are not legal entities. They have the name containing specifying on the foreign organization (the foreign legal entity), them opened.

Other requirements to names of representative offices of the foreign organizations and branches of foreign legal entities can be established by the Government of the Republic of Belarus.".

24. In Article 52:

to exclude from Item 1 of the word "financed by the owner";

to exclude from Item 2 of the word "financed by the owner";

in part one of Item 3 of the word "constituent documents" shall be replaced with words "the constituent document".

25. In Article 53:

in Item 1 of the word "constituent documents" shall be replaced with words "the constituent document";

in Item 2 of the word "its constituent documents", "the external managing director of the legal entity", "external appointment" and "The external managing director" to replace respectively with words "its constituent document", "as the managing director of the legal entity person having the right to implementation of activities of the interim (anti-recessionary) manager,", "appointments" and "Managing director";

state item 4 in the following edition:

"4. The legal entity is considered reorganized from the moment of state registration of again arisen legal entities, except as specified reorganization in the form of accession or transformation.

By reorganization of the legal entity 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.

The legal entity is considered reorganized in the form of transformation from the moment of entering into the Single state register of legal entities and individual entrepreneurs of record about state registration of the changes and (or) additions made to the constituent document of the legal entity in connection with its reorganization.".

26. To state Item 5 of Article 54 in the following edition:

"5. When transforming the legal entity of one form of business to the legal entity of other form of business pass to the last the rights and obligations of the reorganized legal entity according to the transfer act, except for the rights and obligations which cannot belong to such legal entity.".

27. State Article 56 in the following edition:

"Article 56. Guarantees of the rights of creditors of the legal entity by its reorganization

1. Within ten working days from the date of decision making about reorganization shall notify the reorganized legal entity in writing about it the creditors and registering body with indication of the form of reorganization and other data established by legal acts. In case of participation in reorganization of two and more legal entities the notification goes to registering body the legal entity who made the last the decision on reorganization or other legal entity participating in reorganization and certain decision on reorganization.

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