1. Joint-stock company the member of which may dispose of his shares only with the agreement of other shareholders and (or) to a limited number of individuals is a closed joint stock company. Such joint-stock company can not carry out open subscription for the issued shares or otherwise offer them for purchase to the unlimited number of individuals.

2. Shareholders

The shareholders of the closed joint-stock company (hereinafter - CJSC) may be individuals and (or) legal entities. The number of shareholders of JSC should be not less than 2 and not more than 50.

At CJSC, in contrast to the limited (additional) liability company, the shareholder cannot exit. A shareholder may sell or otherwise dispose of his shares. The shareholders of the closed joint stock company have a preferential right to purchase shares sold by other shareholders of this company. In this case the shares are purchased at the offer price to a third party in proportion to the number of shares of the corresponding category and type, belonging to each of the shareholders. If the shareholders of the closed joint stock company exercised their preferential right to purchase shares sold by other shareholders of this company, and as the result these shares were not purchased in the proposed amount, the company itself has the right to purchase the remaining shares on the terms of their sale to shareholders of the closed joint stock company. If within five days from the occurrence of the closed joint stock company’s right of acquisition of the proposed shares or in any other period provided for by its charter, the company did not exercise the right to purchase such shares, or no agreement about their price was reached, these shares may be sold to any third party. If third parties refuse to purchase shares then the company itself is obliged to purchase the remaining shares on the terms of their sale to shareholders of the closed joint stock company.

3. Statutory fund

The CJSC statutory fund minimum size equals to 100 basis units (as at 01.04.2010 – 3 500 000 BYR). As the contribution to the CJSC statutory fund may be things, including cash and securities, other property, including property rights, or other alienable rights, having monetary value. According to part 3 of Article 29 of the Law on Economic Societies the CJSC statutory fund cannot be formed entirely by non-cash contributions in the form of property rights. And the volume of property rights to be made as a contribution to the CJSC statutory fund, could not be more than 50 basic units (as at 01.02.2010 - 1 750 000). Prior to the CJSC state registration the statutory fund should be formed in full.

4. CJSC Constituent document is the Charter, approved by the shareholders of CJSC. 

5. Shareholders’ liabilities. 

Shareholders are not liable for the CJSC liabilities and bear the risk of losses associated with its activities within the value of their shares.

Exception: if the economic insolvency (bankruptcy) of the CJSC is due to its shareholders or other persons, including the director of CJSC or a person who leads a collegial executive body of CJSC having the right to give instructions obligatory for CJSC or having the possibility to otherwise determine its actions when there is insufficiency of the property of the CJSC the subsidiary (additional) liability on its obligations is rested upon such individuals.

7. Regulatory and control authorities. 

The supreme body of management is the general meeting of shareholders of CJSC (it includes all the shareholders of CJSC who elect the chairman of the general meeting of shareholders).

The executive board is the collective executive body (the Board or the Board of Directors), and (or) a sole executive body (the director or general director).

The Board of Directors (Supervisory Board) may be created in CJSC.

Control authority - audit commission (controller).  

8. Additional requirements to the CJSC activities are:

- the obligation to register the issuance of shares in the Securities Department of the Ministry of Finance of the Republic of Belarus;

- the obligation to conclude a contract for the depository services or to recruit the employee with a qualification certificate issued by the Securities Department of the Ministry of Finance of the Republic of Belarus.