of March 3, 2025 No. 133
About standard charters of legal entities
Based on Item 2 of Article 48 of the Civil code of the Republic of Belarus and part two of Item 10 of the Regulations on state registration of subjects of the managing approved by the Decree of the President of the Republic of Belarus of January 16, 2009 No. 1, Council of Ministers of the Republic of Belarus DECIDES:
1. Approve:
the standard charter of the limited liability company consisting of one participant (is attached);
the standard charter of the limited liability company consisting of several participants (is attached).
2. Determine that:
2.1. application of the standard charters approved by this resolution is performed depending on the quantitative list of members of the limited liability company consisting of one or several participants;
2.2. the limited liability company which is acting on the basis of the standard charter addresses to registering body behind state registration of the changes made to the information about the legal entity containing in the Single state register of legal entities and individual entrepreneurs, according to the procedure, established by the legislation on state registration and liquidation (the activities termination) of subjects of managing concerning state registration of the changes and (or) additions made to the charter (the foundation agreement - for the commercial organizations acting only on the basis of the foundation agreement) the legal entity, in the following cases:
in case of change of data which do not contain in the standard charter, but according to the legislation are subject to specifying in the Single state register of legal entities and individual entrepreneurs (except for data on the location);
in case of decision making about activities based on the charter approved by members of society.
3. This resolution becomes effective after its official publication.
Prime Minister of the Republic of Belarus
R. Golovchenko
No. 133 is approved by the Resolution of Council of Ministers of the Republic of Belarus of March 3, 2025
1. The limited liability company (further - society) which is acting on the basis of the this charter is created according to the Civil code of the Republic of Belarus, the Law of the Republic of Belarus of December 9, 1992 No. 2020-XII "About economic societies", other acts of the legislation.
2. Society consists of one member of society (further - the participant).
3. Society is the legal entity who underwent in accordance with the established procedure state registration as the legal entity, has the isolated property in property, 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, to open current (settlement) and other accounts in banks and the non-bank credit and financial organizations.
4. For designation of goods, works and (or) services society has the right to create and use own trademarks and service marks on which exclusive right arises from the date of their state registration in patent body.
5. The participant does not answer for obligations society, and society does not answer for obligations the participant, except as specified, provided by legal acts and this charter.
6. The participant bears risk of the losses connected with activities of society within the cost of the made contribution to its authorized capital.
7. The member of the society declared bankrupt or the other persons including performing the powers of sole executive body having the right to give instructions, obligatory for society, or opportunity to otherwise determine its actions, solidary bear subsidiary responsibility according to obligations of society in case of insufficiency of property at it only in case bankruptcy of society is caused by guilty (intentional) actions of these persons if other is not established by legal acts.
8. Society has the right to create legal entities, to open representations and branches in the Republic of Belarus and beyond its limits which are not legal entities and societies based on the provisions approved by society act on behalf to be part of legal entities, to create associations of legal entities and to participate in such associations.
9. Society - the founder of the unitary enterprise does not answer for obligations the unitary enterprise, except for the case provided in Item 10 of this charter.
10. Society bears subsidiary responsibility according to obligations of the unitary enterprise founded by society in case of insufficiency of property at it only if bankruptcy of the unitary enterprise was caused by guilty (intentional) actions of society.
11. Society is guided in the activities by this charter, and on the questions which are not settled by this charter - acts of the legislation.
12. Main objective of activities of society is generation of profit and (or) distribution of the got profit to the participant.
13. Society performs the types of activity which are not prohibited by the legislation.
Society has the right to perform activities on which occupation receipt of the license and (or) special permission (license) is necessary, from the moment of their obtaining. This right stops in case of cancellation, cancellation (response) of these of the license and (or) special permission (license) in the cases provided by legal acts.
14. The participant has the right:
participate in the management of activities of society according to the procedure determined by this charter;
delegate powers on participation in the management of activities of 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;
take part in profit distribution of society;
obtain information on activities of society and get acquainted with its documentation in the amount and procedure established by this charter;
sell or to otherwise alienate the share (part of share) in the authorized capital of society to the third party (third parties) according to the procedure established by this charter and the legislation;
receive in case of liquidation of society part of the property which remained after settlings with creditors or its cost;
have other rights granted by this charter and the legislation.
15. The participant shall:
make in authorized capital of society contributions according to the procedure, methods and in the terms provided by this charter and legal acts;
not disclose the confidential information on activities of society obtained in connection with participation in it. The amount and the scope of information, being confidential information, are determined by the decision of the participant;
fulfill other duties connected with participation in society, provided by this charter and legal acts.
16. Participation in society stops in case of transition of share of the participant in the authorized capital of society to the other person (persons) according to the procedure determined by this charter and the legislation.
17. Exit of the participant from society is not allowed.
18. The authorized capital of society is created by the participant in full within twelve months from the date of state registration of society.
19. Things, including money and securities, other property, including property rights (including exclusive rights on intellectual property items), or other alienable rights having assessment of their cost can be contribution to authorized capital of society.
Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info
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