1. Limited liability company is a legal entity with a number of shareholders not exceeding 50. LLC’ share capital is divided into shares according to foundation documents. Limited liability company can not have only one shareholder.

2. Shareholders

Shareholders of LLC can be both privates and legal entities (either residents or nonresidents of Belarus).

3. Share capital

The minimum amount of share capital of LLC is not defined by legislation and established by a decision of shareholders.

Prior to state registration of LLC share capital shall be paid up in full.

Assets transferred as a contribution to the share capital, as well as property acquired by LLC, is owned by LLC, not by its shareholders.

Contributions of shareholders to the share capital may be money, securities, other property, including property rights, or other alienable rights, that can be monetary valued.

4. Founding documents

Founding documents of LLC are the Articles of Incorporation and a Charter.

5. Responsibility of shareholders

The shareholders are not charged with LLC’s responsibilities and are only responsible  to the extent of the value of their contributions to the share capital. Uchrediteli Society who have made contributions not fully, jointly and severally liable for its obligations to the value of the unpaid portion of the contribution of each Members of the Company.

Exception: if a bankruptcy of LLC is caused by its shareholders or other persons, who have rights to give obligatory instructions for the legal entity, such persons, in case of insufficiency of LLC’s assets, are liable to subsidiary responsibility. It must be proved in the court that exact acts of this person(s) caused the bankruptcy.

6. Basic rights and obligations of shareholders

Rights:

- to receive a share in profits;

- to vote at a general meeting of members;

- to receive information about the activities of LLC;

- to declare exit from LLC, regardless of the consent of the other shareholders, and receive part of the value of LLC’s assets, corresponding their share in the share capital;

- to sell their share to other shareholders, the LLC itself or third parties;

- to receive LLC’s assets remaining after payments to creditors during winding up.

 
Responsibilities:

- to contribute to the share capital;

- to take part in the management of LLC;

- do not disclose confidential information about the activities of LLC.

 
7. LLC’s liability

Company is responsible for its obligations with all property belonging to him. Community is not liable for the obligations of the founders, except as provided by law.

8. Managing and controlling bodies.

A supreme managing body of LLC is a General Meeting of Shareholders (GMS). It holds annual and extraordinary meetings. The annual meeting approves annual reports, balance sheets, profits and losses accounts and distribution of profits and losses of company and must be held within three months after the end of each year.

As a supreme managing body GMS makes the most important decisions, majority of which cannot be delegated to any other governing body. Different types of decisions need to be secured by a certain quorum to be approved by the general meeting.

Another managing body is a Board of Directors (Supervisory Board), it is not an executive body and is appointed by GMS. Its establishment is obligatory only for joint stock companies with the quantity of stockholders exceeding 50 persons. Other companies may establish the above managing body on their discretion.

As to the executive body of a company, the law provides the option of choosing between sole or a corporate body. 

Director or General Director is a sole executive body of company appointed by GMS. Director is in charge for company’s activities and takes appropriate decisions, not referred to the competence of GMS or Board of Directors (Supervisory Board).

It is also possible to create corporate executive body - Directorate – consisting of at least 3 persons, managed by General Director.

A controlling body is an Inspector (Inspection Commission) appointed by General Meeting of Shareholders.

According to the Law On companies shareholders or director can not be appointed as an Inspector.

The Inspector’s responsibilities are:

-         annual inspection of the results of financial and economic activity of the previous year;

-         inspection held on the decision of managing bodies;

-         inspection on demand of shareholders of the Target.

Examination of the Inspector’s report prepared as the result of the annual inspection is necessary at the annual meetings of shareholders before approval of annual reports, balance sheets, profits and losses accounts and distribution of profits and losses of the Target, as well as distribution of dividends or losses.

9. Added liability company differs from LLC only by additional liability of its shareholders. Shareholders of ALC jointly and severally liable for ALC’s responsibilities within the limits set up in its founding documents, but not less than 1 750 000 BYR (around 430 EUR)*.

* As at 1 October 2009

10. Estimated costs associated with the state registration of LLC (ALC).

1. Opening of a temporary bank account for the formation of share capital (if required) – according to the bank's rates.

2. The size of contribution to the share capital - by the decision of shareholders.

3. The registration fee – 175 000 BYR (60-65 EUR).

4. Company seal - 15-20 EUR.

5. Validation of signatures and seal in the bank – according to the bank's rates (around 10 EUR).

6. Opening a current account in a bank - according to the bank's rates.