of December 7, 1998 No. 218-3
Accepted by the House of Representatives on October 28, 1998
Approved by Council of the Republic on November 19, 1998
1. The civil legislation determines legal status of participants of civil circulation, the basis of origin and procedure of the property right and other corporeal rights, the rights to intellectual property items, governs the relations between persons performing business activity or with their participation, the relations connected with participation in legal entities or with management of them, contractual and other commitments, and also other property and related personal non-property relations.
Business activity is independent activities of legal entities and physical persons, except for the activities specified in part three of this Item, performed by them in civil circulation on its own behalf, on the risk and under the property responsibility and directed to systematic profit earning from use of property, the sales of the things made, processed or acquired by specified persons for sale and also from performance of works or rendering services if these works or services intend for realization to other persons and are not used for own consumption.
Do not treat business activity:
lawyer activities;
notarial activities;
activities of arbitration judges;
activities of mediators;
the activities performed within temporary research teams;
the activities performed within temporary collectives of cultural actions;
activities of physical persons for use of own securities, bank accounts, accounts on accounting of deposits (deposits), and also on other transactions with banks, non-bank credit and financial organizations for the purpose of preserving money and (or) income acquisitions;
activities of the citizens of the Republic of Belarus including performing maintaining personal subsidiary farms for production, conversion and realization of the agricultural products made by them on the parcels of land which are in the territory of the Republic of Belarus provided to such citizens and (or) faces consisting with them in the relations of close relationship or property, the guardian, custodian and ward for construction and (or) the servicing of the single-family apartment house registered by the organization for state registration of real estate, the rights to it and transactions of apartments with it in the blocked apartment house, maintaining personal subsidiary farm, mowing, pasture of farm animals, collective gardening, country construction, truck farming in the form of office allotment;
realization by citizens of the Republic of Belarus on trade places and (or) in other places of herbs, wild-growing berries, nuts and other fruits, mushrooms established by local executive and administrative organs, other wild-growing products;
performed by physical persons independently on its own behalf:
activities for provision of loans by means of online borrowing services;
activities for acquisition and (or) alienation of digital signs (tokens);
initiation of transactions with non-deliverable off-exchange financial instruments;
alienation on paid basis of the property made, processed, acquired and (or) used by them for the personal, family, house or other needs which are not connected with implementation of business activity;
provision of the apartment houses belonging to them on the property right, apartments, premises, garden lodges, dachas, garages, parking places according to employment contracts of premises or lease (except provision of apartment houses, apartments, premises, garden lodges, dachas, garages, parking places for the short-term period *);
the work provided to physical persons in the procedure established by the legislation by legal entities and (or) individual entrepreneurs under civil agreements which subject are performance of works, rendering services, creation of intellectual property items.
Housing, family, employment, land relations, the relations on use of other natural resources and environmental protection, in the field of architectural, town-planning and construction activities, answering to the signs specified in parts one and the second this Item are regulated by the civil legislation if the housing legislation, the legislation on scrap and family, on work, on employment of the population, on protection and use of lands, in the field of architectural, town-planning and construction activities and other special legal acts does not provide other.
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* For the purposes of application of the paragraph of the sixteenth of part three of this Item provision of apartment houses, apartments, premises, garden lodges, dachas, garages, parking places for the short-term period are understood provision of places for short-term accommodation, and also as provision of garden lodges, dachas, garages, parking places on prisoners in calendar year to two and (or) more lease agreements, effective period of each of which does not exceed fifteen days.
2. The relations connected with implementation and protection of inaliennable human rights and freedoms and other non-material benefits (the personal non-property relations which are not connected with property) are regulated by the civil legislation as other does not follow from being of these relations.
3. Participants of the relations regulated by the civil legislation are citizens of the Republic of Belarus (further - citizens), legal entities of the Republic of Belarus (further - legal entities), the Republic of Belarus, administrative and territorial units of the Republic of Belarus (further - administrative and territorial units).
The rules established by the civil legislation are applied to the relations with participation of foreign citizens, persons without citizenship, foreign and international legal entities (the organizations, not being legal entities), foreign states, their administrative-territorial (state and territorial) educations which are according to the legislation of these states participants of the civil relations if other is not determined by the Constitution of the Republic of Belarus, other legal acts and international treaties of the Republic of Belarus.
4. To the property relations based on the administrative subordination of one party established by the legislation another including the tax and budget relations, the civil legislation it is not applied if other is not stipulated by the legislation.
The main beginnings of the civil legislation are understood as system of the principles determining and regulating the civil relations.
The civil legislation is based on the following principles:
all participants of the civil relations, including the state, its bodies and officials, act within the Constitution of the Republic of Belarus and acts of the legislation (the principle of supremacy of law) adopted according to it;
the direction and coordination of the state and private economic activity are provided with the state in the social purposes (the principle of social orientation of regulation of economic activity);
implementation of the civil laws shall not contradict public advantage and safety, to do harm to the environment, historical and cultural values, to infringe at the rights and interests of other persons (the principle of priority of public concerns) protected by the law;
subjects of the civil law participate in the civil relations as equals, are equal before the law, cannot take the advantages and privileges contradicting the law and have the right without any discrimination to equal protection of the rights and legitimate interests (the principle of equality of participants of the civil relations);
the property right, acquired by legal method, is protected by the law and protected by the state, its immunity is guaranteed, and compulsory acquisition is allowed only based on social necessity in case of observance of the conditions and procedure determined by the law with timely and complete compensation of cost of aloof property or according to the court decree (the principle of security of property);
citizens and legal entities are free in the conclusion of the agreement. Compulsion is not allowed to the conclusion of the agreement, except as specified, when obligation to sign the agreement is stipulated by the legislation or voluntarily undertaken obligation (agreement liberty principle);
conscientiousness and rationality of participants of civil legal relationship is supposed as other is not established (the principle of conscientiousness and rationality of participants of civil legal relationship);
intervention in private affairs is not allowed, except as specified, when such intervention is performed based on precepts of law for the benefit of homeland security, public order, protection of morality, health of the population, the rights and freedoms of other persons (the principle of inadmissibility of any intervention in private affairs);
citizens and legal entities have the right to perform protection of the civil laws in court and different ways, stipulated by the legislation, and also self-defense of the civil laws with observance of the limits determined according to civil regulations (the principle of free implementation of the civil laws, ensuring recovery of the violated rights, their judicial protection);
other principles enshrined in the Constitution of the Republic of Belarus, other acts of the legislation, and equally in the following from content and sense of civil regulations.
Participants of civil legal relationship acquire and perform the civil laws the will and in the interests. They are free in establishment of the rights and obligations on the basis of the agreement and in determination of any terms of the contract which are not contradicting the legislation.
1. The civil legislation – system of regulatory legal acts which includes the containing regulations of the civil law:
Constitution of the Republic of Belarus, this Code, other laws and regulatory legal acts of the President of the Republic of Belarus;
the orders of the Government of the Republic of Belarus published according to legal acts;
the acts of the Constitutional Court of the Republic of Belarus, the Supreme Court of the Republic of Belarus and National Bank issued within their competence on regulation of the civil relations established by the Constitution of the Republic of Belarus and other legal acts adopted according to it;
the acts of the ministries, other republican state bodies, local authorities of management and self-government issued in the cases and limits provided by legal acts, orders of the President of the Republic of Belarus and the orders of the Government of the Republic of Belarus.
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.
3. Features of legal regulation of civil legal relationship can be established by the president of the Republic of Belarus.
If other is not provided by the Constitution and other legal acts adopted according to it, acts of the civil legislation have no retroactive force and are applied to the relations which arose:
after their introduction in action;
before their introduction in action regarding the rights and obligations which arose after their introduction in action.
The relations of agreement parties, concluded before enforcement of the act of the civil legislation, are regulated according to Article 392 of this Code.
1. In cases when stipulated in Article 1 of this Code of the relation are directly not settled by acts of the legislation or the agreement of the parties, to such relations as it does not contradict their being, the regulation of the civil legislation governing the similar relations (analogy of the law) is applied.
2. In case of impossibility of use in the specified cases of analogy of the law of the right and obligation of the Parties are determined proceeding from the main beginnings and sense of the civil legislation (analogy is right).
3. Application by analogy of the regulations limiting the civil laws and establishing responsibility is not allowed.
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.
1. The civil laws and obligations arise from the bases, stipulated by the legislation, and also from actions of citizens and legal entities which though are not provided by it, but owing to the main beginnings and sense of the civil legislation generate the civil laws and obligations.
In connection therewith the civil laws and obligations arise:
1) from agreements and other transactions, stipulated by the legislation, and also from agreements and other transactions, though not stipulated by the legislation, but not contradicting it;
1-1) of decisions of meetings in the cases provided by legal acts;
2) from acts of state bodies and local authorities and self-government which are stipulated by the legislation as the basis of emergence of the civil laws and obligations;
3) from the judgment which established the civil laws and obligations;
4) as a result of creation and property acquisition on the bases which are not prohibited by the legislation;
5) as a result of creation of works of science, literature, art, inventions and other results of intellectual activities;
6) owing to damnification to other person;
7) owing to unjust enrichment;
8) owing to other actions of citizens and legal entities;
9) owing to events with which the legislation connects approach of civil effects.
2. The rights to the property which is subject to state registration arise from the moment of registration of this property or the appropriate rights to it if other is not established by the legislation.
1. Citizens and legal entities at discretion perform the civil laws belonging to them.
2. The refusal of citizens and legal entities of implementation of the rights belonging to them does not attract the termination of these rights, except as specified, provided by this Code and other legal acts.
1. The actions of citizens and legal entities performed only with intention to do harm to other person, and also abuse of the right in other forms are not allowed.
Use of the civil laws for the purpose of competition restriction, and also abuse of the dominant position in the market is not allowed.
2. In case of non-compliance with requirements, stipulated in Item 1 this Article, the court of law or reference tribunal can refuse to person protection of the right belonging to it.
3. Person abusing the right shall redeem situation of person which was injured from abuse and also to pay the damages caused to it.
4. In cases when the legislation puts protection of the civil laws into dependence on whether these rights honesty and reasonably were performed, conscientiousness and rationality of participants of civil legal relationship is supposed.
1. Protection of the violated or disputed civil laws is performed by court of law, reference tribunal (further - court) according to the jurisdiction established by the procedural legislation, and in stipulated by the legislation cases - according to the agreement.
2. By the legislation or the agreement (if it does not contradict the legislation) dispute settlement between the parties before appeal to the court can be provided.
Before appeal to the court with the claim for disputes between the legal entities and (or) physical persons performing individual business activity presentation of the claim (the written offer on voluntary dispute settlement) or mediation application are obligatory if other is not established by this Code, other legal acts or the agreement. The procedure for presentation of the claim, and also procedure for application and carrying out mediation are established by the legislation and (or) the agreement.
3. Protection of the civil laws is administratively performed only in cases, stipulated by the legislation. The decision made administratively can be appealed in court.
Protection of the civil laws is performed in the way:
1) recognitions of the right;
2) recoveries of the provision existing before violation of the right;
3) suppression of the actions violating the right or creating threat of its violation;
4) recognitions of the debatable transaction invalid and applications of effects of its invalidity, factual determination of negligibility of the transaction and application of effects of its invalidity;
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;
5) recognitions invalid act of state body or body of local authority and self-government;
6) self-defenses of the right;
7) award to discharge of duty in nature;
8) indemnification;
9) penalties;
10) compensations of moral harm;
11) terminations or changes of legal relationship;
12) non-use by court of the act of state body or body of local authority and self-government contradicting the legislation;
13) the different ways provided by this Code and other acts of the legislation.
The substandard act of state body or body of local authority and self-government violating the civil laws and interests of the citizen and (or) legal entity protected by the legislation, is nullified by court upon the demand of person whose rights are violated, and in cases, stipulated by the legislation, - upon the demand of other persons. In case of recognition of the act by court invalid the violated right is subject to recovery or protection in other ways, stipulated in Article the 11th of this Code.
Protection of the civil laws is allowed by direct actions of person whose rights are violated if such actions are not integrated to violation of the law.
The self-defense of the civil laws performed with damnification in condition of emergency or justifiable defense is not violation of the law if the action which is protected were proportional to nature and danger of violation and did not go beyond its prevention or suppression.
1. Person whose right is violated can require full recovery of the losses caused to it if the legislation or the agreement corresponding to the legislation do not provide other.
2. Losses are understood as expenses which person whose right is violated, made or will shall make for recovery of the violated right, loss or injury of property (actual damage), and also the uncollected income which this person would receive in case of usual conditions of civil circulation if its right was not violated (lost profit).
If person which violated the right received thereof the income, person whose right is violated has the right to require compensation along with other losses of lost profit in the amount of, not smaller, than such income.
The losses caused to the citizen or the legal entity as a result of illegal actions (failure to act) of state bodies or officials of these bodies, local authorities and self-government or officials of these bodies including publications of the act of state body or body of local authority and self-government which is not corresponding to the legislation, are subject to compensation by the Republic of Belarus or the corresponding administrative and territorial unit according to the procedure, stipulated by the legislation.
1. Capability have the civil laws and perform duties (civil legal capacity) is recognized equally for all citizens.
2. Legal capacity of the citizen arises at the time of its birth and stops his death.
Citizens can have according to the legislation property on the property right; inherit and bequeath property; be engaged in the entrepreneurial and any other not prohibited by legal acts activities; create legal entities independently or together with other citizens and legal entities; make the transactions which are not contradicting the legislation and participate in obligations; choose the residence; have the rights of authors of works of science, literature or art, inventions or other results of intellectual activities protected by the legislation; have other property and personal non-property rights.
1. The citizen acquires and performs the rights and obligations under the name including surname, own name and middle name (if that is available) if other does not follow from the legislation.
In cases and procedure, stipulated by the legislation, the citizen can use pseudonym (fictitious name).
2. The citizen has the right to change the name according to the procedure, established by the legislation. Change by the citizen of name is not the basis for the termination or change of its rights and obligations acquired under former name.
The citizen shall take necessary measures for the notification of the debtors and creditors on change of his name and bears risk of the effects caused by absence in these persons of data on change of his name.
The citizen who changed the name having the right to require introduction at own expense of corresponding changes in the documents processed to his former name.
3. The name received by the citizen in case of the birth, and also change of name are subject to registration according to the procedure, established for civil registration.
4. Acquisition of rights and obligations under name of other person is not allowed.
5. The harm done to the citizen as a result of unauthorized use of his name is subject to compensation according to the law.
In case of misstatement or use of name of the citizen methods or in shape, affecting his honor, advantage or goodwill, apply rules, stipulated in Article 153 of this Code.
1. The residence of the citizen the location (address) of premises is recognized, the right of possession, orders and (or) uses of which arose at the citizen on the bases established by legal acts or the settlement where this citizen constantly or mainly lives, and in case of impossibility to establish such place - the residence (in case of its absence - the place of stay) specified in the identity document, or other document on registration or the location of property of this person.
2. The residence of minors aged up to fourteen years (further – juveniles) or the citizens who are under guardianship the residence of their parents, adoptive parents (adopters) (further – adoptive parents) or guardians is recognized.
1. The citizen's capability the actions to acquire and perform the civil laws, to create for itself civil obligations and to perform them (civil capacity to act) arises in full with occurrence of age of majority, that is on reaching eighteen-year age.
2. In case the legislation allows emancipation (article 26 of this Code) or marriage before achievement of eighteen years, the citizen who did not reach eighteen-year age acquires capacity to act in full according to the decision making moment about emancipation or since marriage.
The capacity to act acquired as a result of marriage remains in full and in case of annulment of marriage.
In case of scrap recognition invalid the court can make the decision on loss by the minor spouse of full legal capacity since the moment determined by court.
3. All citizens have equal capacity to act if other is not established by the legislation.
1. Nobody can be limited in legal capacity and capacity to act differently as in the cases and procedure established by the law.
2. The complete or partial refusal of the citizen of legal capacity or capacity to act and other transactions directed to restriction of legal capacity or capacity to act are insignificant, except as specified, when such transactions are allowed by the law.
1. The citizen has the right to perform without formation of legal entity individual business activity since the moment:
1) state registration as the individual entrepreneur;
2) notifications of tax authority according to the tax legislation about application of specific modes of the taxation for implementation:
independent professional activity when which implementing the citizen has no employer and does not involve other physical persons according to employment and (or) civil contracts;
craft activity according to the procedure and on the conditions determined by the President of the Republic of Belarus;
3) decision makings of district executive committee about implementation by the citizen of activities for rendering services in the field of agroecotourism according to the procedure and on the conditions determined by the President of the Republic of Belarus.
When implementing individual business activity as the individual entrepreneur the citizen has the right:
perform types of activity according to the list determined by Council of Ministers of the Republic of Belarus;
involve no more than three physical persons according to employment and (or) civil contracts which subject are performance of works, rendering services, creation of intellectual property items.
By legal acts other prohibitions on implementation of individual business activity as the individual entrepreneur can be established.
The list of the types of activity permitted for implementation as independent professional activity is determined by Council of Ministers of the Republic of Belarus.
The citizen has the right to perform individual business activity in one or several forms specified in subitems 1-3 of part one of this Item.
2. If other is not established by legal acts or does not follow from being of legal relationship, to activities of individual entrepreneurs the rules of this Code regulating activities of legal entities, being the commercial organizations, and are applied to individual business activity, the right to which implementation arises since the moment specified in subitems 2 and 3 of part one of Item 1 of this Article - the rules of this Code regulating activities of physical persons.
3. The citizen performing individual business activity without formation of legal entity with violation of requirements of Item 1 of this Article having no right to refer concerning the bargains concluded by it at the same time to the fact that he is not the citizen performing individual business activity. The rules established by the legislation for individual business activity are applied to such transactions.
4. The individual business activity performed by the citizen with violation of requirements of Item 1 of this Article is illegal.
The citizen answers for the obligations all property belonging to him, except for property on which according to the legislation collection cannot be turned.
The list of property of citizens on which collection cannot be turned is established by the legislation on enforcement proceeding.
1. The individual entrepreneur can be declared bankrupt judicially.
2. The bases and procedure for recognition by court of the individual entrepreneur by the bankrupt, procedure for carrying out concerning it liquidating production, priority of satisfaction of requirements of his creditors are established by the law on insolvency settlement.
1. The minor aged from fourteen up to eighteen years makes transactions, except for specified in Item 2 of this Article, from written consent of one of the legal representatives – parents, adoptive parents or custodians.
The transaction made by such minor is valid also in case of the subsequent written approval of one of his legal representatives.
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.
3. Property responsibility according to the transactions made according to Item 1 of this Article the minor aged from fourteen up to eighteen years is born by the minor, and subsidiary responsibility – person which was this the written consent to making of the corresponding transaction.
The minor aged from fourteen up to eighteen years independently bears property responsibility according to the transactions made by him according to Item 2 of this Article.
Such minor bears responsibility according to Chapter 58 of this Code for the harm done to them.
4. In the presence of good causes the court according to the petition of legal representatives or guardianship and custody body can limit or deprive of the minor aged from fourteen up to eighteen years of the right to independently dispose of the of earnings, grant or other own income, and also the property acquired at the expense of the specified income, except as specified, when such minor acquired capacity to act in full according to Item 2 of article 20 of this Code.
1. The minor who reached sixteen years can be announced sui juris if he works according to the employment contract or with the consent of one of the legal representatives is engaged in business activity without formation of legal entity.
The announcement of the minor sui juris (emancipation) is made according to the decision of guardianship and custody bodies with the consent of both of his legal representatives, and in the absence of such consent – by a court decision.
2. Legal representatives do not bear responsibility according to obligations of the emancipated minor, including according to the obligations which arose owing to causing harm by him.
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.
Their parents, adoptive parents or guardians with observance of rules, stipulated in Article the 35th of this Code, and also the investor dispose of bank deposits (deposits) made by someone addressed to juveniles (in cases, stipulated by the legislation or the agreement).
1. The citizen who owing to mental disturbance (disease) cannot understand value of the actions or directs them, can be recognized as court incapacitated according to the procedure, established by the civil procedural legislation. Over it guardianship is established.
The citizen who in connection with disease is in the unconsciousness excluding opportunity to understand value of the actions or to direct them, can be acknowledged as court incapacitated according to the procedure, established by the civil procedural legislation. Over it guardianship is established.
2. On behalf of the citizen recognized incapacitated transactions are made by his guardian.
3. If the mental condition of the citizen who was acknowledged incapacitated owing to mental disturbance (disease) improved, the court recognizes this citizen restrictedly capable according to Item 2 of article 30 of this Code or capable. Based on the judgment about recognition of the citizen capable cancels the guardianship established over the citizen.
If the basis owing to which the citizen was acknowledged incapacitated according to part two of Item 1 of this Article disappeared, the court recognizes this citizen capable. Based on the judgment about recognition of the citizen capable cancels the guardianship established over the citizen.
1. The citizen who owing to abuse of alcoholic drinks, drugs, psychotropic substances, their analogs puts the family in difficult financial position can be limited in capacity to act by court according to the procedure, established by the civil procedural legislation. Over it guardianship is established.
The citizen whose capacity to act is limited owing to abuse of alcoholic drinks, drugs, psychotropic substances, their analogs having the right to make independently small household transactions.
Make other transactions, and also receive earnings, pension and other income and such citizen can dispose of them with the consent of the custodian.
The citizen whose capacity to act is limited owing to abuse of alcoholic drinks, drugs, psychotropic substances, their analogs independently bears property responsibility according to the transactions made by it and for the harm done to them.
2. The citizen at whom owing to mental disturbance (disease) the capability is limited to understand value of the actions or to direct them, can be limited in capacity to act by court according to the procedure, established by the civil procedural legislation. Over it guardianship is established.
The citizen whose capacity to act is limited owing to mental disturbance (disease) has the right independently:
1) to make small household transactions;
2) to make the transactions directed to non-paid receipt of benefits, which are not requiring the notarial certificate or state registration;
3) to make transactions on the order the means provided by the custodian or with the consent of the last the third party for particular purpose or the free order;
4) to receive earnings, pension and other income and to dispose of them.
Such citizen can make other transactions with the consent of the custodian.
In the presence of good causes the court according to the petition of the custodian or guardianship and custody body can limit or deprive of such citizen of the right to dispose independently of the earnings, pension and other income.
The citizen whose capacity to act is limited owing to mental disturbance (disease) independently bears property responsibility according to the transactions made by it and for the harm done to them.
3. If the bases owing to which the citizen was limited in capacity to act according to Item 1 of this Article disappeared, the court cancels legal incapacity of this citizen. Based on the judgment about cancellation of legal incapacity the guardianship established over the citizen is cancelled.
4. If the mental condition of the citizen which capacity to act was limited owing to mental disturbance (disease) worsened or improved, the court respectively recognizes this citizen incapacitated according to article 29 of this Code or cancels restriction of his capacity to act. Based on the judgment about cancellation of legal incapacity the guardianship established over the citizen is cancelled.
In the cases provided by legal acts, individual business or other activity of the citizen (including as the founder, the participant, the owner of property or the head of the legal entity) it can be limited judicially for a period of up to three years.
The citizen whose individual business or other activity is limited during all effective period of restriction cannot:
perform individual business activity;
the actions to acquire and perform the rights, to create for itself and to fulfill duties of the owner of property (the founder, the participant) of the legal entity;
hold positions of the legal entities serving in executive bodies;
act as the managing director of the companies and other property which is used for business activity.
The company and other property which is in property of the specified citizen can be used by it during action of restriction for business or other activity only by transfer of this property to trust management.
1. Guardianship is established over juveniles, and also over the citizens recognized by court incapacitated.
2. Guardians are representatives of wards by law (legal representatives) and make from their name and in their interests all necessary transactions.
1. Guardianship is established over minors aged from fourteen up to eighteen years, and also over the citizens limited to court in capacity to act.
2. Custodians agree to making of those transactions which the citizens who are under the guardianship having no right to make independently.
Custodians render to wards assistance in implementation of the rights by them and fulfillment of duties, and also protect them from abuses of the third parties.
1. Guardians and custodians are appointed according to the procedure, established by the legislation, and speak out in defense of the rights and interests of wards in the relations with any faces and the organizations, including in courts, without special power.
2. If to person needing guardianship or custody, within a month from the date of when the guardianship and custody body knew of need of establishment of guardianship or custody the guardian or the custodian, accomplishment of obligations of the guardian or custodian temporarily (before appointment of a guardian is not appointed or the custodian) it is assigned to the head of guardianship and custody body.
1. The income of the ward including which is due to him from management of its property except for of the income of which the ward has the right to dispose independently are spent by the guardian or the custodian only for the benefit of the ward and with preliminary permission of guardianship and custody body.
Without preliminary permission of guardianship and custody body the guardian or the custodian has the right to make expenses, necessary for content of the ward, at the expense of the amounts which are due to the ward as its income.
2. The guardian of the guardianship and custody body having no right without preliminary permission to make, and the custodian - to agree to transactions on alienation, including on exchange or donation of property of the ward, its delivery in lease (in employment), free use or as a deposit; the transactions attracting refusal of the rights belonging to the ward, from it add the Section of its property or apportionment, and also any other transactions attracting reduction of property of the ward.
The procedure for property management of the ward is determined by the legislation.
3. The guardian, the custodian, their spouses and close relatives has no right to make transactions with the ward, except for cessions of property to the ward as gift or in free use, and also to represent the ward in case of the conclusion of transactions or conducting legal cases between the ward and the spouse of the guardian or the custodian and their close relatives.
1. In need of permanent management of real and valuable personal estate of the ward the guardianship and custody body imprisons with the trustee determined by this body, the agreement on trust management of such property (Chapter 52 of this Code). In this case the guardian or the custodian keeps the powers concerning that property of the ward which is not delivered in trust management.
When implementing by the managing director of competences on property management of the ward action of the rules provided by Items 2 and 3 of article 35 of this Code extends to the managing director.
2. Property trust management of the ward stops in connection with termination of the contract of property trust management on the bases, stipulated in Item 1 articles 907 of this Code.
1. At the request of the full age capable citizen who for health reasons cannot independently perform and protect the rights and fulfill duties, over him patronage can be established.
Establishment of patronage does not attract restriction of the rights of the citizen over which patronage is established.
2. The assistant (person performing patronage) to the full age capable citizen can be appointed by guardianship and custody body only with the consent of such citizen.
3. The order the property belonging to the citizen over whom patronage is established is performed by the assistant based on the agreement of the order or trust management concluded with this citizen. Making of the transactions household and similar to them directed to content and satisfaction of household needs of the citizen over which patronage is established is performed by his assistant with the consent of this citizen.
4. The patronage established according to Item 1 of this Article stops upon the demand of the citizen over whom patronage is established.
The citizen according to the statement of interested persons can be acknowledged as court is unknown absent if within one year in the place of his residence there are no data on the place of its stay. In case of impossibility to establish day of receipt of the last data about absent the beginning of calculation of term for recognition of unknown absence the first, following in what the last data about absent were received is considered, and in case of impossibility to establish this month - the first of January of the next year.
1. The property of the citizen, acknowledged is unknown absent, in need of permanent management is transferred by it based on the judgment to person who is determined by guardianship and custody body and acts on the basis of the agreement on trust management signed with this body.
2. The trustee property of the citizen, acknowledged it is unknown absent, accepts execution of its obligations, pays off at the expense of the property which is absent its debts, manages this property in its interests. According to the statement of interested persons content is issued to citizens whom it is unknown absent shall contain.
3. The guardianship and custody body can and before the expiration of one year from the date of receipt of data on the place of stay of the absent citizen to appoint the managing director it by property.
4. Effects of recognition of person it is unknown absent, not provided by this Article, are determined by the legislation.
1. In case of appearance or detection of the place of stay of the citizen, acknowledged it is unknown absent, the court cancels the decision on recognition it is unknown absent. Based on the judgment property trust management of this citizen is cancelled.
2. If after three years from the date of appointment of the trustee the decision on recognition of the citizen is unknown absent was not cancelled and appeal to the court about the announcement of the citizen the dead was not, the guardianship and custody body shall take a legal action with the statement for the announcement of the citizen the dead.
1. The citizen can be announced by the court which died if in the place of his residence there are no data on the place of its stay within three years and if he was missing under the circumstances threatening with death or giving the grounds to assume his death from certain accident - within six months.
2. The serviceman or other citizen, the missing person in connection with military operations, can be announced by the court which died not earlier than after two years from the date of the end of military operations.
3. In the afternoon of death of the citizen declared in the dead day of the introduction in legal force of the judgment about the announcement is considered his dead. In case of the announcement to the dead of the citizen, the missing person under the circumstances threatening with death or giving the grounds to assume his death from certain accident, the court can recognize as day of death of this citizen day of his expected death.
4. The announcement of the citizen attracts with the dead concerning the rights and obligations of such citizen the same effects which would be entailed by his death.
1. In case of appearance or detection of the place of stay of the citizen declared the dead, the court cancels the decision on the announcement his dead.
2. Irrespective of time of the appearance the citizen can demand from any face of return of the saved property which gratuitously passed to this person after the announcement of the citizen with the dead, except as specified, stipulated in Item 3 Articles 283 of this Code.
Persons to whom the property of the citizen declared the dead passed according to paid transactions shall return it this property if it is proved that, acquiring property, they knew that the citizen declared the dead is in live. In case of impossibility of return of such property in nature its cost is compensated. If the property of the citizen declared the dead passed to the state as escheated and was realized by it with observance of the conditions provided by this Article, then after cancellation of the decision on the announcement of the citizen by the dead to it the sum realized from realization of property returns.
1. The following acts of civil status are subject to registration:
1) birth;
2) marriage;
3) establishment of motherhood and (or) paternity;
4) adoption (adoption);
5) death;
6) change of surname, own name, middle name;
7) annulment of marriage in cases, stipulated by the legislation about scrap and family.
2. The bodies registering acts of civil status and order of registration of acts of civil status are determined by the legislation.
1. The legal entity the organization which has in property, economic maintaining or operational management, on other legal cause the isolated property is recognized, 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, undergone in accordance with the established procedure state registration as the legal entity or recognized as that act of the legislation.
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, and in the cases provided by legal acts – the religious organizations 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), 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).
4. Features of education (creation), reorganization and abolition (liquidation) of state bodies, and also the state legal entities, provisions on whom are approved by acts of the legislation, can be established by other acts of the legislation determining features of legal status of such bodies and legal entities.
1. The legal entity can have the civil laws answering the activities purpose provided in its constituent document and to perform the duties connected with these activities. The legal entity can be engaged in separate types of activity which list is determined by legal acts only based on the license and (or) special permission (license) or on condition of inclusion in the special register.
2. The legal entity can be limited in the rights only in the cases and procedure provided by legal acts. The decision on restriction of the rights can be appealed by the legal entity in court.
3. Legal capacity of the legal entity arises at the time of its creation (Item 2 of Article 47) and stops at the time of completion of its liquidation (Item 8 of Article 59) if other is not provided by this Code.
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.
Legal capacity of state body, and also the state legal entity, the provision on whom is approved by the act of the legislation, arises from coming into force of the act of the legislation providing formation (creation) of such body or the legal entity if other is not provided by this act, and stops from coming into force of the act of the legislation providing abolition (liquidation) of such body or the legal entity if this act does not provide other.
State bodies, and also the state legal entities, provisions on whom are approved by acts of the legislation, are subject to inclusion in the Single state register of legal entities and individual entrepreneurs. The procedure for inclusion of such bodies and legal entities in the Single state register of legal entities and individual entrepreneurs taking into account features of their education (creation) is determined by the Government of the Republic of Belarus.
1. The organizations pursuing generation of profit as main objective of the activities and (or) sharing the got profit between participants (the commercial organizations) or not having generation of profit as such purpose and not sharing the got profit between participants (non-profit organizations) can be legal entities.
2. Legal entities, being the commercial organizations, can be created in the form of economic partnerships and societies, production cooperatives, the unitary enterprises, peasant farms, and also national associations in case of decision making about recognition by their commercial organizations.
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.
Non-profit organizations can be created for achievement of the social, nature protection, charitable, cultural, educational, scientific and managerial purposes, protection of public health, development of physical culture and sport, satisfaction of spiritual and other non-material needs of citizens, protection of the rights, legitimate interests of citizens and legal entities, the dispute resolution and the conflicts, rendering legal aid according to the legislation, and also in other purposes directed to achievement of the public benefits.
Non-profit organizations can be created for satisfaction of material (property) needs of citizens or citizens and legal entities for the cases provided by this Code and other legal acts.
Non-profit organizations can perform business activity only so far as it is necessary for their authorized purposes for the sake of which they are created, answers these purpose or as it is necessary for accomplishment of state significant tasks provided in their constituent documents corresponds to these tasks. For separate forms of non-profit organizations the requirements providing their right to occupation business activity only by means of formation of the commercial organizations and (or) participation in them can be established by legal acts.
1. The legal entity is subject to state registration according to the procedure, established by legal acts, except for state bodies, and also the state legal entities, provisions on whom are approved by acts of the legislation. Data of state registration join in the Single state register of legal entities and individual entrepreneurs if other is not established by legal acts.
Non-realization or refusal in any form on the bases which are not provided by legal acts in state registration of the legal entity, the changes and (or) additions made to constituent documents of legal entities are not allowed.
Implementation, non-realization of state registration of the legal entity by registering body or refusal in state registration of the legal entity, the changes and (or) additions made to constituent documents of legal entities can be appealed judicially.
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.
2. The legal entity is considered created from the moment of its state registration if other is not established by the President of the Republic of Belarus and (or) this Code.
The state body, and also the state legal entity, the provision on whom is approved by the act of the legislation, are considered educated (created) from coming into force of the act of the legislation providing formation (creation) of such body or the legal entity if other is not provided by this act.
3. No. 312-Z is excluded according to the Law of the Republic of Belarus of 13.11.2023
4. The physical person or legal entity has the right to obtain information containing in the Single state register of legal entities and individual entrepreneurs, according to the procedure, determined by the legislation.
1. During creation of the commercial organization the authorized capital of this organization according to the procedure, established by the legislation is created. The commercial organization independently determines the size of authorized fund, except for the commercial organizations for which the legislation establishes the minimum sizes of authorized funds.
2. Things, including money and securities, other property, including property rights, or other alienable rights having assessment of their cost can be contribution to authorized capital of the commercial organization.
The value assessment of non-cash contribution to authorized capital of the commercial organization is subject to examination of reliability of such assessment in cases and procedure, stipulated by the legislation.
The property cannot be brought in authorized capital of the commercial organization if the right to alienation of this property is limited by the owner, the legislation or the agreement.
By legal acts also other restrictions on the property brought as contribution to authorized capital of the commercial organization can be set.
3. If upon termination of the second and each subsequent financial year net assets value of the commercial organization appears less authorized fund, such organization shall no later than six months after the termination of the corresponding financial year in accordance with the established procedure reduce the authorized capital to the size which is not exceeding the cost of its net assets. In case of reduction of net assets value of the commercial organization for which the legislation establishes the minimum size of authorized fund by results of the second and each subsequent financial year below the minimum size of authorized fund such organization is subject to liquidation in accordance with the established procedure. The decision on liquidation of the organization shall be made in accordance with the established procedure no later than six months after the termination of the corresponding financial year.
Provisions of this Item are applied if other is not established by the President of the Republic of Belarus.
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.
1. The legal entity acquires the civil laws and assumes civil obligations through the bodies operating according to the legislation and constituent documents. The procedure for appointment or election of bodies of the legal entity is determined by acts of the legislation and constituent documents. Features of management of the legal entity, appointments or elections of its governing bodies can be provided in the cases established by the law.
2. In the cases provided by legal acts the legal entity can acquire the civil laws and assume civil obligations through the owner of property (founders, participants).
3. Person who owing to the act of the legislation or constituent documents of the legal entity acts from his name shall act for the benefit of the legal entity represented to them honesty and reasonably. It shall upon the demand of the owner of property (founders, participants) of the legal entity as other is not provided by legal acts or the agreement, to pay the damages caused to them to 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.
1. Representation is the separate division of the legal entity located out of the place of its stay, performing protection and the representation of interests of the legal entity making from his name transactions and other legal acts.
The legal entity cannot perform business activity by means of opening of representation.
2. Branch is the separate division of the legal entity located out of the place of its stay and performing everything or part of its functions including functions of representation.
3. Representations and branches are not legal entities. They are allocated with property the legal entity who created them and act on the basis of the provisions approved by it.
The property of representation and branch of the legal entity is considered separately on balance of the legal entity who created them (separately in the book of accounting of the income and expenses of the organizations applying simplified taxation system).
Heads of representations and branches are appointed the legal entity and act on the basis of the its powers of attorney.
Representations and branches shall be specified in the charter of the legal entity who created them.
4. The legal status of representations and branches of banks and non-bank credit and financial organizations, organizational structures of public associations and religious organizations, republican state public associations is determined taking into account the features established by the legislation.
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.
1. Legal entities, except organizations, answer for the obligations all the property.
2. The state company and organization answer for the obligations according to the procedure and on conditions, stipulated in Item the 8th Articles 113, Articles 115 and 120 of this Code.
3. The founder (participant) of the legal entity or the owner of its property do not answer for obligations the legal entity, and the legal entity does not answer for obligations the founder (participant) or owner, except as specified, provided by legal acts or the constituent document of the legal entity.
The owner of property of the legal entity declared bankrupt his founders (participants) or other persons, including the heads of the legal entity having the right to give instructions, obligatory for this legal entity, or opportunity to otherwise determine its actions, bear solidary subsidiary responsibility according to obligations of such legal entity in case of insufficiency of property at it only in case bankruptcy of the legal entity was caused by guilty (intentional) actions of such persons if other is not established by legal acts.
1. Reorganization of the legal entity (merge, accession, separation, allocation, transformation) can be performed according to the decision of the owner of its property (founders, participants) or body of the legal entity authorized on that by the constituent document, and in the cases provided by legal acts – according to the decision of authorized state bodies, including court.
2. If the owner of property (founders, participants) of the legal entity authorized by them the body of the legal entity or body of the legal entity authorized on reorganization by its constituent document do not perform reorganization of the legal entity in time, determined in the decision of authorized state body, the court in the claim of the specified state body appoints person having the right to implementation of activities of the interim (anti-recessionary) manager as the managing director of the legal entity and charges to it to perform reorganization of this legal entity. From the moment of appointment of the managing director pass powers on administration of the legal entity to it. The managing director appears on behalf of the legal entity in court, draws up the separation balance sheet or the transfer statement and submits to them court together with constituent documents of the legal entities resulting from reorganization. Approval by court of the specified documents is the basis for state registration of again arising legal entities.
3. In the cases established by legal acts, reorganization of legal entities can be performed only with the consent of authorized state bodies.
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.
5. By legal acts features of reorganization of legal entities in certain fields of activity can be established.
1. In case of merge of legal entities of the right and obligation of each of them pass to again arisen legal entity according to the transfer act.
2. When joining the legal entity to other legal entity to the last pass the rights and obligations of the attached legal entity according to the transfer act.
3. In case of separation of the legal entity of its right and obligation pass to again arisen legal entities according to the separation balance sheet.
4. In case of allocation from the list of the legal entity of one or several legal entities according to the separation balance sheet pass to each of them the rights and obligations of the reorganized legal entity.
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.
1. The transfer act and the separation balance sheet shall contain regulations on legal succession according to all obligations of the reorganized legal entity concerning all his creditors and debtors, including also the obligations disputed by the parties.
2. The transfer act and the separation balance sheet affirm the owner of property (founders, participants) of the legal entity or the body which made the decision on reorganization of the legal entity if other is not established by the President of the Republic of Belarus.
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.
In cases and procedure, stipulated by the legislation, data that the legal entity is in process of reorganization are introduced in the Single state register of legal entities and individual entrepreneurs and no later than the next day from the date of introduction are placed on the web portal of the Single state register of legal entities and individual entrepreneurs.
The procedure of reorganization of the legal entity is considered begun with the moment of entering of the corresponding data into the Single state register of legal entities and individual entrepreneurs if other is not provided by legal acts, and in case of pronouncement by court of the decision on reorganization of the legal entity - from the date of the introduction of this decision in legal force.
2. The creditor of the reorganized legal entity according to the obligations which arose prior to the procedure of the reorganization having the right to demand early obligation fulfillment on which debtor is this legal entity, and in case of impossibility of early execution - the terminations of such obligations and compensation caused with respect thereto losses.
Requirements of the creditor are imposed on the legal entity in writing within thirty days from the date of placement of data that the legal entity is in process of reorganization, on the web portal of the Single state register of legal entities and individual entrepreneurs.
Requirements imposed in the specified time shall be performed by the reorganized legal entity before completion of the procedure of its reorganization if other is not provided by legal acts or the agreement between the reorganized legal entity and his creditor.
3. If the separation balance sheet does not allow to determine the legal successor by the obligation of the reorganized legal entity or follows from the separation balance sheet and (or) other circumstances that by reorganization assets and liabilities of the reorganized legal entity are from bad faith distributed that led to fundamental breach of legitimate interests of creditors, the reorganized legal entity and legal entities created as a result of reorganization bear joint liability according to such obligation (such obligations).
If the separation balance sheet was not constituted, did not affirm or is not provided for the solution of question of determination of legal successors according to obligations of the reorganized legal entity, joint liability of the reorganized legal entity and legal entities created as a result of reorganization comes according to all obligations of the reorganized legal entity.
4. If to the creditor who demanded according to rules of this Article of early execution or termination of the obligation and indemnification, such execution is not provided, damages are not paid and the agreement between the reorganized legal entity and his creditor on procedure and completion date of requirements, and also in case of lack of the due written notice of the creditor of reorganization is not reached if it entailed impossibility of the statement such creditor of the requirement to the reorganized legal entity about early execution or the termination of the obligation and indemnification, joint liability to the creditor along with the reorganized legal entity and legal entities created as a result of reorganization is born by owners of property (founders, participants) of such legal entities and other persons, including heads of such legal entities, the having right to give instructions, obligatory for these legal entities, or opportunity to determine otherwise their actions, members of their collegiate organs if they the actions (failure to act) promoted approach of the specified effects for the creditor.
1. Liquidation of the legal entity attracts the termination of its activities without transition of the rights and obligations according to the procedure of legal succession to other persons if other is not provided by legal acts.
2. The legal entity, if other is not provided by legal acts, can be liquidated according to the decision:
1) the owner of property (founders, participants) or body of the legal entity authorized on that by constituent documents including in connection with the expiration on which this legal entity, by goal achievement for the sake of which it is created violation by the commercial organization of procedure for forming of the authorized fund established by the legislation, recognition of state registration of the legal entity of invalid by court is created;
2) vessels in case:
rejection of the decision on liquidation according to the subitem of 1 this Item in connection with the expiration on which this legal entity, by goal achievement for the sake of which it is created violation by the commercial organization of procedure for forming of the authorized fund established by the legislation, recognition of state registration of the legal entity of invalid by court is created;
implementation of activities without license and (or) special permission (license) or prohibited by legal acts or with other numerous or gross violations of legal acts;
bankruptcies of the legal entity;
reduction of net assets value of the commercial organizations for which the legislation establishes the minimum sizes of authorized funds, by results of the second and each subsequent financial year below the minimum size of the authorized fund determined by the legislation;
violations by the established legislation of procedure and terms of liquidation;
in other cases provided by this Code and other legal acts.
In case of detection of the bases for liquidation of the legal entity provided by paragraphs to the second, third, fifth and sixth part one of this subitem, authorized state bodies within the competence take a legal action with the claim for liquidation of such legal entity if other is not established by legal acts.
In case of detection of the basis for liquidation of the legal entity provided by the paragraph the sixth parts one of this subitem and also in other cases provided by legal acts, creditors of the liquidated legal entity have the right to take a legal action with the claim for liquidation of such legal entity;
3) other bodies in the cases provided by legal acts.
3. From the moment of the beginning of liquidation procedure of the legal entity completion date of its obligations to creditors is considered come. At the same time the subsequent termination of liquidation procedure does not change current of such term.
4. No. 227-Z is excluded according to the Law of the Republic of Belarus of 13.12.2022
5. In the cases established by the legislation, liquidation of legal entities can be performed only with the consent of authorized state bodies.
6. By legal acts features of liquidation of legal entities in certain fields of activity can be established.
1. The owner of property (founders, participants) or the body of the legal entity authorized about the liquidations of the legal entity its constituent document which made the decision on liquidation of the legal entity appoint liquidation commission (liquidator) to decision making, distribute obligations between the chairman and members of liquidation commission (in case of appointment of liquidation commission), establish procedure and terms of liquidation if other is not provided by acts of the legislation. The maximum (extreme) terms of liquidation of the legal entity can be established by legal acts.
In case of pronouncement by court of the decision on liquidation of the legal entity of obligation on ensuring implementation of liquidation of the legal entity, including provided by part one of this Item, can be assigned to the owner of property (founders, participants) or the body of the legal entity authorized on decision making about liquidation of the legal entity by its constituent document, except as specified, specified in parts four and heel of this Item.
In exceptional cases, including in case of impossibility of assignment of obligations on ensuring implementation of liquidation of the legal entity the liquidation commission (liquidator) who establishes procedure and terms of liquidation, except as specified, specified in parts four and heel of this Item is appointed to persons specified in part two of this Item, either non-execution or improper execution of such obligations by them according to the petition of persons specified in parts two and third the subitem 2 of Item 2 of article 57 of this Code with the court which made the decision on liquidation of such legal entity. At the same time the chairman of such liquidation commission (liquidator) shall conform to requirements, stipulated in Item 2 these Articles, or to requirements imposed by the legislation to persons having the right to implementation of activities of the interim (anti-recessionary) manager.
The public association, the religious organization concerning which the judgment about liquidation took legal effect appoint liquidation commission (liquidator), distribute obligations between the chairman and members of liquidation commission (in case of appointment of liquidation commission), establish procedure and terms of liquidation.
If within two months from the date of the introduction in legal force of the judgment about liquidation of public association, religious organization the liquidation commission (liquidator) is not appointed, the obligation on ensuring implementation of liquidation of public association, religious organization passes to the body which registered these public association, the religious organization.
Liquidation of the legal entity is performed at the expense of property of this legal entity, and in case of absence or insufficiency of such property the owner of property (founders, participants) of the legal entity incurs expenses on its liquidation solidary in missing part.
2. In the presence at the liquidated legal entity of debt to creditors the chairman of liquidation commission (liquidator) designates the person conforming to the requirements established by the legislation and not being (not being) the owner of property (the founder, the participant), the head of this legal entity.
3. From the moment of appointment of liquidation commission (liquidator) pass powers on administration of the legal entity to it. The liquidation commission (liquidator) appears on behalf of the liquidated legal entity in court.
1. The chairman of liquidation commission (liquidator) shall within ten working days from the date of decision making about liquidation of the legal entity in writing notify on adoption of such decision of creditors of the liquidated legal entity, and also registering body for inclusion in the Single state register of legal entities and individual entrepreneurs of data that the legal entity is in process of liquidation.
The liquidation procedure of the legal entity is considered begun with the moment of entering of the corresponding data into the Single state register of legal entities and individual entrepreneurs if other is not provided by legal acts, and in case of pronouncement by court of the decision on liquidation of the legal entity – from the date of the introduction of this decision in legal force.
In the cases and procedure established by the legislation data that the legal entity is in process of liquidation, on procedure and term of the statement of requirements by his creditors are placed on the global computer Internet with the subsequent publication in printing mass media. At the same time term for the statement of requirements creditors of the liquidated legal entity cannot be less than two months and more than four months from the date of placement of data that the legal entity is in process of liquidation, on the global computer Internet if other moment of the beginning of current of the specified term is not established by legal acts.
The liquidation commission (liquidator) takes all feasible measures to identification of creditors and receipt of receivables.
The liquidation commission (liquidator) establishes the size of requirements of creditors of the first and second priority, stipulated in Clause the 60th of this Code, based on accounting data and the reporting of the liquidated legal entity, and also other documents confirming availability of debt to the specified creditors.
Implementation of transactions according to bank accounts of the liquidated legal entity, transactions and (or) other legally significant actions which are not connected with its liquidation are prohibited.
2. After the termination of term for presentation of requirements by creditors the liquidation commission (liquidator) constitutes and signs the interim liquidation balance sheet which contains the information about structure and property value of the liquidated legal entity, requirements and results of their consideration imposed by creditors.
The interim liquidation balance sheet affirms the owner of property (founders, participants) or body of the liquidated legal entity, its constituent document authorized on decision making about liquidation of the legal entity which made the decision on liquidation of the legal entity, and in case of assignment of obligations by court on ensuring implementation of liquidation of the legal entity on the owner of property (founders, participants) or body of the legal entity or appointment of liquidation commission (liquidator) as court – such face (persons) or body of the legal entity or liquidation commission (liquidator) if other is not provided by legal acts.
The term of creation, signing of the interim liquidation balance sheet and its approval cannot exceed one month from end date of term for presentation of requirements by creditors of the liquidated legal entity.
3. If available for the liquidated legal entity (except organizations) money is insufficient for satisfaction of requirements of creditors, the liquidation commission (liquidator) performs sale of property of the legal entity from the public biddings according to the procedure, established by acts of the legislation.
4. Payment of sums of money to creditors of the liquidated legal entity is made by liquidation commission (liquidator) according to the procedure of priority, stipulated in Clause the 60th of this Code, according to the interim liquidation balance sheet since day of its approval, except for creditors of the fourth queue, payments to which are made after month from the date of approval of the interim liquidation balance sheet.
Payment of remuneration for implementation of liquidation procedure of the legal entity and expense recovery for its liquidation at the expense of property of the liquidated legal entity shall not be made before approval of the interim liquidation balance sheet.
5. No later than one month from the date of completion of settlings with creditors the liquidation commission (liquidator) constitutes and signs the liquidation balance sheet which shall contain the information about structure, cost and destiny of the remained property of the liquidated legal entity, the size of requirements imposed by creditors and the size of the met requirements of creditors.
The liquidation balance sheet affirms the owner of property (founders, participants) or body of the liquidated legal entity, its constituent document authorized on decision making about liquidation of the legal entity which made the decision on liquidation of the legal entity, and in case of assignment of obligations by court on ensuring implementation of liquidation of the legal entity on the owner of property (founders, participants) or body of the legal entity or appointment of liquidation commission (liquidator) as court – such face (persons) or body of the legal entity or liquidation commission (liquidator) if other is not provided by legal acts.
The chairman of liquidation commission (liquidator) shall within ten working days from the date of approval of the liquidation balance sheet close bank accounts of the liquidated legal entity.
5-1. Forms of intermediate and liquidating balances of the legal entity, except for bank, the non-bank credit and financial organization, are established by the Government of the Republic of Belarus. Forms of intermediate and liquidating balances of bank, the non-bank credit and financial organization are established by National Bank.
6. In case of insufficiency at the liquidated state company of property, and at the liquidated organization – money for satisfaction of requirements of creditors the last have the right to take a legal action with the claim for satisfaction of the rest of requirements at the expense of the owner of property of this company or organization.
7. The property of the legal entity which remained after satisfaction of requirements of creditors is transferred to the owner of its property (founders, participants) having (having) the corporeal rights to this property or liability laws concerning this legal entity if other is not provided by legal acts or constituent documents of the legal entity.
8. Liquidation of the legal entity is considered complete, and the legal entity – the registering body of the decision on entering of record into the Single state register of legal entities and individual entrepreneurs liquidated from acceptance date about exception of the legal entity of this register.
1. In case of liquidation of the legal entity requirements of his creditors are met in the following priority:
1) first of all requirements of citizens before which the liquidated legal entity bears responsibility for damnification of life or to health by capitalization of the corresponding time payments are met;
2) at second priority calculations for dismissal wage payment, remunerations under author's agreements, compensation of persons working according to employment and (or) civil contracts are made;
3) in the third queue the debt on payments in the budget and state non-budgetary funds is repaid, and also requirements of creditors for the obligations provided with pledge of property of the liquidated legal entity for the account and within the means received from realization of pledged property are met;
4) in the fourth queue calculations with other creditors of the liquidated legal entity are made.
5) No. 388-Z is excluded according to the Law of the Republic of Belarus of 09.07.2012
The priority of satisfaction of requirements of creditors in case of liquidation of banks, non-bank credit and financial organizations and insurance companies is determined taking into account features, stipulated by the legislation.
2. Requirements of each following queue are met after complete satisfaction of requirements of the previous queue.
3. In case of insufficiency of property of the liquidated legal entity this property is distributed between creditors of the corresponding queue in proportion to the amounts of the requirements which are subject to satisfaction if other is not established by legal acts.
4. In case of refusal liquidation commission in satisfaction of requirements of the creditor or evasion from their consideration the creditor of the liquidation balance sheet of the legal entity having the right to take a legal action before approval with the claim to the liquidated legal entity. By a court decision requirements of the creditor can be met at the expense of the remained property of the liquidated legal entity.
5. The requirements of the creditor declared later the expirations, established by liquidation commission for their presentation are satisfied from property of the debtor who remained after satisfaction of requirements of the creditors declared in time.
6. The requirements of creditors which are not satisfied because of insufficiency of property of the liquidated legal entity are considered extinguished, except for case, stipulated in Article 62 of this Code. Also the requirements of creditors which are not recognized by liquidation commission are considered extinguished if the creditor did not appeal with the claim to court, and also requirements which satisfaction by the judgment to the creditor it is refused.
1. The legal entity, being the commercial organization, except for the state company, and also the legal entity acting in the form of consumer cooperative or fund judicially can be acknowledged insolvent or bankrupts.
Recognition of the legal entity attracts with insolvent its sanitation, recognition of the legal entity by the bankrupt - liquidation.
2. The bases and procedure for recognition by court of the legal entity insolvent or the bankrupt, procedure for carrying out its sanitation or liquidating production, priority of satisfaction of requirements of creditors are established by the law on insolvency settlement.
3. When implementing procedures of insolvency or bankruptcy regulations of this Code are applied if other is not established by the law on insolvency settlement.
If after liquidation of the legal entity it will be proved that it for the purpose of avoidance of responsibility to the creditors transferred to other person or otherwise intentionally hid at least part of the property, the creditors who were not fully satisfied the requirements within the liquidating production having the right to turn collection on this property in outstanding part of debt. At the same time rules of Article 284 of this Code are respectively applied. Person to whom the property was transferred is considered unfair if it knew or owed know about intention of the legal entity to hide this property from creditors.
1. General provisions
1. Economic partnerships and societies the commercial organizations with the authorized fund divided into shares (shares) of founders (participants) are recognized. The property created at the expense of deposits of founders (participants), and also made and acquired by economic partnership or society in the course of its activities belongs to it on the property right.
Economic society can be founded by one person or can consist of one participant. Features of legal status, creation, activities, reorganization and liquidation of the economic society consisting of one participant are determined by the legislation on economic societies.
2. Economic partnerships can be created in the form of complete partnership and partnership in commendam.
3. Economic societies can be created in the form of joint-stock company, limited liability company or additional liability company.
4. Individual entrepreneurs and (or) the commercial organizations can be participants of complete partnerships and complete companions in partnerships in commendam.
Citizens and (or) legal entities can be members of economic societies and investors in partnerships in commendam.
State bodies and local authorities and self-government have no right to act as members of economic societies and investors in partnerships in commendam if other is not established by the legislation.
The unitary enterprises, national associations, and also organizations can be members of economic societies and investors in partnerships in commendam with the consent of the owner of the property (authorized by the owner of property of body) if other is not provided by legal acts.
Participation of separate categories of citizens in economic partnerships and societies can be forbidden or limited to the law.
5. Economic partnerships and societies can be founders (participants) of other economic partnerships and societies, except as specified, provided by this Code and other acts of the legislation.
6. The value assessment of non-cash contribution of the member of economic society is made under the agreement between founders (participants) of society and in cases, stipulated by the legislation, is subject to examination of reliability of such assessment.
1. Participants of economic partnership or society have the right:
1) to participate in administration of partnership or society, except as specified, stipulated in Item 2 Articles 83 of this Code and legal acts;
2) to obtain information on activities of partnership or society and to get acquainted with its documentation in the amount and procedure established by legal acts and the constituent document;
3) to take part in profit distribution;
To receive 4) in case of liquidation of partnership or society part of the property which remained after settlings with creditors or its cost.
Participants of economic partnership or society can have and other rights, stipulated by the legislation about economic partnerships and societies, constituent documents of partnership or society.
2. In case of exit (exception) of the participant of economic partnership or society from the list of participants, except the member of joint-stock company, the cost of part of net assets of economic partnership or society corresponding to share of this participant in authorized fund is paid to it if other is not provided by the foundation agreement of economic partnership, and also the part of profit falling to its share, received by economic partnership or society from the moment of exit (exception) of this participant until calculation. Under the agreement of the leaving (excludable) participant with the remained participants of economic partnership or society payment of net assets value to it can be replaced with issue of property in nature.
The part of net assets of economic partnership or society or its cost which is due to the leaving (excludable) participant are determined by the balance sheet (the book of accounting of the income and expenses of the organizations applying simplified taxation system) constituted at the time of its exit (exception), and the part of profit which is due to it – at the time of calculation.
Payment of cost of share or issue of other property to the leaving (excludable) participant is made upon termination of financial year and after approval of the annual report in which it left or is excluded from economic partnership or society, till 12 months from the date of filing of application about exit or decision making about exception if other is not provided in constituent documents.
3. Participants of economic partnership or society shall:
1) to make contributions according to the procedure, the sizes, methods and in the terms provided by legal acts and constituent documents;
2) not to disclose the confidential information on activities of partnership or society received in connection with participation in economic partnership or society;
3) to carry out other obligations assigned to them by legal acts.
Participants of economic partnership or society can perform also other duties provided by its constituent documents.
1. Economic societies of one form can be transformed to economic societies of other form, economic partnerships or production cooperatives according to the decision of general meeting of participants in the cases and procedure provided by legal acts, except for economic societies, consisting of one participant which can be transformed to economic societies of other form or the unitary enterprises.
2. When transforming partnership to society each complete companion who became the member (shareholder) of society within two years bears subsidiary responsibility all the property according to the obligations which passed to society from partnership. Alienation by the former companion of the shares (shares) belonging to it does not exempt it from such liability. The rules stated in this Item respectively are applied when transforming partnership to production cooperative and the unitary enterprise.
2. Complete partnership
1. The partnership which participants (complete companions) according to the agreement signed between them are engaged in business activity on behalf of partnership is recognized complete and solidary with each other bear subsidiary responsibility the property according to obligations of partnership.
2. Person can be the participant only of one complete partnership.
3. The trade name of complete partnership shall contain names (names) of all his participants, and also the words "complete partnership" or name (name) of one or several participants with addition of the words "and company" and "complete partnership". (In edition of the Law of the Republic of Belarus of July 14, 2000 - the National register of legal acts of the Republic of Belarus, 2000, No. 69, 2/190.)
1. The complete partnership is created and acts on the basis of the foundation agreement. The foundation agreement is signed by all his participants.
2. The foundation agreement of complete partnership shall contain in addition to the data specified in Item 3 of article 48 of this Code, condition on the size and structure of authorized fund of partnership; about the size and procedure for change of shares of each of participants in authorized fund; about the size, structure, terms and procedure for introduction of deposits by them; about responsibility of participants for violation of obligations on introduction of deposits.
1. Control of activities of complete partnership is exercised on consensus of all participants. Cases when the decision is made by a majority vote participants can be provided by the foundation agreement of partnership.
2. Each participant of complete partnership has one voice if the foundation agreement does not provide other procedure for determination of number of votes of his participants.
3. Each participant of partnership irrespective of whether he is authorized to run common causes, has the right to get acquainted with all documentation on business management of partnership personally. The refusal of this right or its restriction, including on the agreement of participants of partnership, are insignificant.
1. Each participant of complete partnership has the right to act on behalf of partnership if by the foundation agreement it is not determined that all his participants run business jointly or business management is entrusted to certain participants.
In case of joint business management of partnership by his participants making of each transaction requires the consent of all participants of partnership.
If business management of partnership is entrusted by his participants to one or several of them, other participants for transactions on behalf of partnership shall have the power of attorney from the participant (participants) to whom business management of partnership is assigned.
In the relation with the third parties the partnership has no right to refer to the provisions of the foundation agreement limiting powers of participants of partnership, except as specified, when the partnership proves that the third party at the time of transaction knew or obviously owed know about absence at the participant of partnership of the right to act on behalf of partnership.
2. The powers of procuration of partnership conferred to one or several participants can be stopped by court upon the demand of one or several other participants of partnership in the presence to that serious reasons, in particular owing to gross violation by the authorized person (persons) of the obligations or its found inability to reasonable business management. Based on the judgment necessary changes are made to the foundation agreement of partnership.
1. The participant of complete partnership shall participate in its activities in accordance with the terms of the foundation agreement.
2. Excluded
3. The participant of complete partnership of other participants having no right without consent to make on its own behalf in the interests or for the benefit of the third parties of the transaction, homogeneous with those which constitute the main activities of partnership.
In case of violation of this rule the partnership has the right to demand at the choice from such participant of compensation of the losses caused to partnership or transfer to partnership of all benefit acquired according to such transactions.
1. The profit and losses of complete partnership are distributed between his participants in proportion to their shares in authorized fund if other is not provided by the foundation agreement or other agreement of participants. The agreement on elimination any of participants of partnership from participation in profit or losses is not allowed.
2. If owing to the losses suffered by partnership the cost of its net assets determined according to the procedure, established by the legislation, becomes less than the size of its authorized fund, the profit got by partnership is not shared between participants until net assets value does not exceed the size of authorized fund.
1. Participants of complete partnership solidary among themselves bear subsidiary responsibility the property according to obligations of partnership.
2. The participant of complete partnership who is not his founder answers on an equal basis with other participants and according to the obligations which arose to its introduction in partnership.
3. The participant who was disposed from partnership answers for the obligations partnership which arose until its disposal on an equal basis with the remained participants within two years from the date of approval of the activities report of partnership in year in which it was disposed from partnership.
4. The agreement of participants of partnership on restriction or elimination of the responsibility provided by this Article is insignificant.
1. Change of list of participants of complete partnership does not involve liquidation of complete partnership if other is not established by the foundation agreement of complete partnership.
2. Change of list of participants of complete partnership can be performed owing to:
1) exit of the participant;
2) exceptions of the participant;
3) concessions of share of the participant to the other person;
4) acceptances of the new participant;
5) recognitions of the participant by the bankrupt;
6) the death of the participant, the announcement his dead or its recognitions it is unknown absent, incapacitated or it is limited capable, and also liquidations of the participant - the legal entity.
3. If one of participants was disposed from complete partnership, share of the remained participants in authorized fund of complete partnership change in proportion to the sizes of their deposits to authorized capital if other is not provided by the foundation agreement or other agreement of participants.
1. The participant of the complete partnership created sine die has the right to leave it, having declared it in the time established by the foundation agreement, but at least in six months.
The early refusal of participation in the complete partnership founded for certain term is allowed in the cases specified in the foundation agreement, and in the absence of such specifying - only on reasonable excuse. In the presence of dispute the question of exit is resolved judicially.
2. The agreement between participants of complete partnership on disclaimer from complete partnership to leave insignificant.
1. In case of non-execution or improper execution by the participant of complete partnership of the obligations participants of complete partnership have the right to require judicially exception of such participant of complete partnership.
2. The exception of the participant of complete partnership occurs also in case of the address of collection on all share of the participant of complete partnership. In this case the judgment on exception is not required.
1. The participant of complete partnership has the right to give the share in authorized fund or its part to other participant of complete partnership or the third party with the consent of his other participants.
At the same time other participants of complete partnership according to the procedure, determined by the foundation agreement, have the right of preferential purchase of share (its part) in comparison with other persons.
2. By transfer of share (part of share) to the other person pass to it completely (or in the corresponding part) the obligations belonging to the participant who gave share (part of share).
Transfer of all share to the other person by the participant of partnership stops its participation in partnership.
Person has the right to become the participant of complete partnership on condition of the consent to it of other participants of complete partnership and contributing to authorized capital of complete partnership according to the foundation agreement of complete partnership.
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