LAW OF THE REPUBLIC OF BELARUS

of July 15, 2015 No. 308-Z

About modification and amendments in some laws of the Republic of Belarus concerning economic societies

It is accepted by the House of Representatives on June 26, 2015

Approved by Council of the Republic on June 30, 2015

Article 1. Bring in the Law of the Republic of Belarus of December 9, 1992 "About economic societies" in edition of the Law of the Republic of Belarus of January 10, 2006 (Vyarkho¸naga Savet's Vedamastsi of Respubliki Belarus, 1992, No. 35, Art. 552; National register of legal acts of the Republic of Belarus, 2006, No. 18, 2/1197; 2008, No. 172, 2/1469; 2010, No. 183, 2/1720; National legal Internet portal of the Republic of Belarus, 10.01. 2015, 2/2229) following changes and amendments:

1. To state the paragraph of the seventh part two of Article 1 in the following edition:

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

2. In Article 3:

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

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

the second or eighth to consider parts respectively parts of the third or ninth;

from word part three", and also economic societies with foreign investments" to exclude;

the sixth to state part in the following edition:

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

3. In Article 5 part three "function" to replace the word with the word "powers".

4. From part four of Article 6 of the word", economic society which applies simplified taxation system and does not keep financial accounting" to exclude.

5. The second articles 8 after the words "has no right" to add part with the words "have and".

6. In Article 10:

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

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

the third and fourth to consider parts respectively parts four and heel.

7. In Article 11:

part one after words "determined by founders," to add with the words "if other is not provided by part three of this Article, and also";

in part two:

word in paragraph three "accumulations of the money intended for forming of its authorized fund" shall be replaced with words "forming of authorized capital of economic society if according to the decision on organization of economic society its authorized capital shall be created before its state registration";

the fifth to add the paragraph with the words "if according to the decision on organization of economic society its authorized capital shall be created before its state registration";

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

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

third to consider part part four;

the fourth to add part with the third and fourth offers of the following content: "In case of organization of economic society one person responsibility according to the obligations which arose before state registration of economic society and connected with its organization carries this person. At the same time economic society can assume responsibility according to the obligations of the founder connected with organization of this society.".

8. In Article 12:

to state paragraph two of part one in the following edition:

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

add Article with part seven of the following content:

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

9. In Article 13:

third to add part with the words "taking into account the features provided by part five of article 101 of this Law";

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

"Economic society cannot have other economic society consisting of one participant as the single participant.";

the sixth or twelfth to consider parts respectively parts of the seventh or thirteenth;

in part thirteen:

to add paragraph two after the word "provided" with words "this Law, other legal acts and";

the fourth to state the paragraph in the following edition:

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

10. In Article 14 part two:

the ninth to state the paragraph in the following edition:

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

the fourteenth after the word "accounting" to add the paragraph with the word "(financial)".

11. In Article 19:

part the second after the first offer to add with the offer of the following content: "Can be founders (participants) of each of the economic societies and (or) legal entities of other forms of business which are again resulting from allocation only the reorganized economic society and (or) its participants from their consent.";

after part two to add Article with parts of the following content:

"In case of allocation from economic society of new economic society which single member is the reorganized economic society approval of the charter of this society, formation of its bodies, election of their members are performed by general meeting of members of the reorganized economic society. Initial alienation of share (part of share) in authorized fund (shares) of the resulted allocation of economic society which single participant is the reorganized economic society is performed according to the decision of general meeting of members of the reorganized economic society according to the procedure and on the conditions determined by this general meeting.

Reorganization of the economic society consisting of one participant in the form of allocation from which other economic society which single member will be the reorganized economic society results is not allowed.";

third to consider part part five.

12. To state part one of Article 20 in the following edition:

"Economic society of one form or one type can be transformed to economic society of other form or other type or to economic partnership, production cooperative or the unitary enterprise according to the procedure, established by this Law and other legal acts, except for the economic society consisting of one participant which can be transformed to economic society of other form or other type or to the unitary enterprise.".

13. In part one of Article 22 of the word "the cases established" and "Law" to replace respectively with words "compliance with" and "Law".

14. In part one of Article 23 of the word "Members of Economic Society" shall be replaced with words "The reorganized economic society".

15. In Article 24:

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

"In case of decision making the decision on liquidation of this society shall be made on liquidation of the legal entity who is the single member of economic society.";

the fourth or seventh to consider parts respectively parts of the fifth or eighth;

the fifth to state part in the following edition:

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