The present Code defines general legal conditions of carrying out the investment activity in the Republic of Belarus and is directed at the stimulation of state support as well as at the protection of the investors' rights on the territory of the Republic of Belarus.
Investments are any property, including money, securities, equipment and the results of intellectual activity belonging to investor on the right of ownership or any other property rights, which investor puts into investment activity objects in order to get income and\or to obtain other significant result.
Investment activity is considered as actions of legal entity or\and individual or\and state (territorial regions), which are based on investments into manufacture of goods (works, services) or its other using to get income and/or to obtain other significant result.
Investor is any person (legal entities and individuals, state in the name of authorized bodies and its territorial regions in the name of authorized bodies), investing in forms defined by the article 5 of the present Code.
Investor has rights, performs obligations and risks connected with investment.
Investors are considered as national or foreign investors to obtain peculiarities of regulation its activity.
–individuals (citizens of the Republic of Belarus and persons without citizenship), living constantly out of the bounds of the Republic of Belarus.
Peculiarities of activity regulations of foreign investors are determined by the present Code, other legislation acts of the Republic of Belarus as well as international agreements of the Republic of Belarus.
–intellectual property.
Legislation acts of the Republic of Belarus determine objects owned only by the Republic of Belarus that is not excluded investment activity concerning these objects.
Legislation acts of the Republic of Belarus establish list of objects, in the relation of which it is prohibited to invest for all investors except of the Republic of Belarus.
– other basic assets.
Relations connected with the realization of investment activity on the territory of the Republic of Belarus are regulated by the present Code, other acts of legislation of the Republic of Belarus as well as international agreements of the Republic of Belarus and also investment agreement with the Republic of Belarus.
Investment of capital of legal entities and individuals of the Republic of Belarus into the territory of foreign states is regulated by the present Code, other legislation acts of the Republic of Belarus as well as international agreement of the Republic of Belarus and also by state legislation on the territory of which the investment activity has place.
If by the international agreement of the Republic of Belarus that has come into force are established other norms differ from those stipulated by the present Code and other legislative acts of the Republic of Belarus, norms of the international agreement are applied.
The state regulation of the investment activity are realized to stimulate the investors' activity, to attract foreign investment to the Republic and to defend the investors' rights on the territory of the Republic of Belarus.
Conclusions reclaimed by the Ministry of Economy of the Republic of Belarus:
- The Ministry of Finance of the Republic of Belarus — concerning existed and predictable indebtedness of investor (investment project initiator); about state support early given to investor; about the volume of shedding budget income, connected with granting of privileges, and its compensation; about examination of practicability of the present investment project state support, and also in cases of attraction of foreign credits on guarantee of the authority of the Republic of Belarus, concerning currency self–repayment of investment project, about conditions of granting credits and about possibility of its using;
- State committee of science and technologies of the Republic of Belarus — concerning scientific and technological level of used technologies of investment projects, that have pretentions to the state support, established for manufactures based on new and high technologies; of investment projects with attraction of foreign credits under the guarantee of the authority of the Republic of Belarus, as well as of investment projects in cases and on conditions, established by the authority of the Republic of Belarus.
In order to realize the state complex examination of the investment project by the Ministry of Economy of the Republic of Belarus according to its inquiry and investor's agreement, the independent experts including foreign ones can also be invited. The expenses, connected with the realization of independent examination, are made for the cost of investor's funds.
The state complex examination of the investment project is made with obligatory providing of commercial secret concerning the information that contains in the given materials.
The results of state complex examination conclusion is given to the investor before 5 days from the day of its ending.
In case of the negative conclusion of state complex examination, the investment project can be finished and given to the repeated examination.
Cause for negative conclusion of state complex examination may be the negative examination according to criteria, determined in the article 21 of the present Code.
The repeated review of investment project is realized in terms established for new received investment projects in order, which is determined by the present article.
The investment project materials rendered with the offence of requirements, established by the legislation, are not examined and a conclusion of state complex examination is not made. This fact is reported to the investor with the reference of refusal reasons during 14 days from the day the materials connected with this investment project were received.
The term of action of state complex examination conclusion to prepare decisions concerning state support consists of one year.
The Ministry of Economy, the Ministry of Finance, State committee of science and technologies of the Republic of Belarus, other authorized or attracted to examine the investment project bodies of state administration and (or) other juristic and natural persons in accordance with legislation acts of the Republic of Belarus take the responsibility for prompt realization of examination in terms established in the present chapter.
Article 23. Peculiarities of the Realization of State Scientific and Technological Examination
To determine scientific and technological level of technologies that are proposed by an investor to working out, attract and use, the investments projects pretended on the state support established for enterprises that are based on new and high technologies, or pretended on attraction of foreign credits under the guarantees of the authority of the Republic of Belarus, and also other investment projects in cases and under conditions, established by the authority of the Republic of Belarus, within the framework of state complex examination are liable to the state scientific and technological examination.
The State committee of science and technologies of the Republic of Belarus realize state scientific and technological examination of investment projects.
The criteria and order of the realization of state scientific and technological examination are determined be the legislation of the Republic of Belarus. At the same time the State committee of science and technologies of the Republic of Belarus must do state scientific and technological examination of investment projects within 30 days from the day of receiving the materials of these investment projects.
Article 24. Peculiarities of the Realization of State Complex Examination of Investment Projects, Realized with the Attraction of Foreign Credits under the Guarantees of the Authority of the Republic of Belarus
The investment project that has got the positive conclusion of state complex examination, including the conclusion of the Ministry of Finance of the Republic of Belarus shall be introduced to the Ministry of Foreign Affairs of the Republic of Belarus to get investment credit guarantees of the authority of the Republic of Belarus.
The Ministry of Foreign Affairs of the Republic of Belarus realizes the preparation of the investment project materials and the introduction of the materials to the consideration of the authority of the Republic of Belarus within 30 days from the day of its receiving to the Ministry of Foreign Affairs of the Republic of Belarus.
Article 25. Peculiarities of the Realization of the State Investment Projects Examination of the Small Business Entities
The Ministry of Entrepreneurship and Investments of the Republic of Belarus realize the state investment projects examination of the small business entities, pretending to get state support established by the legislation, excepting cases, determined by the second chapter of the article 20 of the present Code, in order determined by the legislation of the Republic of Belarus.
The state investment projects examination of the small business entities is realized within 30 days from the day of the receiving of the materials to the Ministry of Entrepreneurship and Investments of the Republic of Belarus.
If it is necessary to get the add information, the duration of examination may be increased by the Ministry of Entrepreneurship and Investments of the Republic of Belarus, but no more than up to 60 days. The investor is reported about the extension of the examination term before 30 days from the day the Ministry of Entrepreneurship and Investments of the Republic of Belarus has received the materials concerning this investment project.
Chapter 6. Guarantees of the Government of the Republic of Belarus on the Foreign Credits Drawn
Article 26. General Provisions
Guarantees of the Government of the Republic of Belarus are given to the foreign creditors on the ground of the decision of the Government of the Republic of Belarus under the agreement with the President of the Republic of Belarus.
Foreign creditors are the foreign states and their administrative territorial units, international organizations and foreign legal persons giving to the Republic of Belarus or to the legal persons of the Republic of Belarus (further—investor (debtor) the credits in foreign currency).
Drawing and repayment of the foreign credit is carried out on the conditions determined by the international treaties or/and individual credit agreements.
Article 27. The Order of Taking the Decision on Drawing the Foreign Credits under the Guarantees of the Government of the Republic of Belarus
Offers on drawing the credits under the guarantees of the Government of the Republic of Belarus for consideration of the expediency of their usage are send by the republican body of state management (association) that has received the mentioned offers form the foreign creditors (investor (debtor)) to the Ministry of Economy, Ministry of Finance, Ministry of Foreign Affairs and to the National Bank of the Republic of Belarus. At positive resolutions on the received offers the question on drawing the foreign credits under the guarantees of the Government of the Republic of Belarus is introduced for consideration to the Government of the Republic of Belarus.
Offers of the foreign non–bank credit–financial organization on giving the credits under the guarantees of the Government of the Republic of Belarus are send to the bank authorized by the decision of the Government of the Republic of Belarus for their consideration in order established by the Government of the Republic of Belarus. At positive resolution of the given bank the further consideration of those offers is carried out in accordance with part one of the present article.
On the grounds of the decision of the Government of the Republic of Belarus the negotiations with the representatives of the foreign creditors about signing the relevant contracts mentioned in part three article 26 of the present Code are conducted.
Article 28. The Order of Granting the Guarantee of the Government of the Republic of Belarus on Foreign Credit
The investment project providing the reception of the guarantee of the Government of the Republic of Belarus for the foreign credit and that has received the positive resolution of the state comprehensive expertise is introduced by the Ministry of Foreign Affairs of the Republic of Belarus for consideration of the Government of the Republic of Belarus for consideration of the Government of the Republic of Belarus.
The guarantee of the Government of the Republic of Belarus for the fulfillment of the obligations of the investor (debtor) in front of the foreign creditor is granted by the Government of the Republic of Belarus under the agreement with the President of the Republic of Belarus.
Article 29. The Order of Registration of the Contractual Relations under the Payments for the Foreign Credit
After taking by the Government of the Republic of Belarus the decision on granting the guarantee for the foreign credit and till the registration of this guarantee, and also till the signing the international agreement or/and inter–bank agreement or/and individual credit agreement under the credit the investor (debtor) shall conclude with the Ministry of Finance of the Republic of Belarus and the bank authorized by the decision of the Government of the Republic of Belarus to service the foreign credits (further—the agent bank) and the bank–guarantor the contract on the order of usage and payment of the foreign credit.
The substantial terms of such contract are the securing the fulfillment of the obligations of the investor (debtor) and his responsibility including the granting to the Ministry of Finance of the Republic of Belarus in cases and order established by legislation, the rights to collect the assets subject to payment by the investor (debtor) in unconditional order from the accounts of the investor (debtor).
The agent bank and/or the investor (debtor) have the right to carry out the payments for foreign credits only after signing the contract on the order of its usage and satisfaction.
Financing of the investment project is carried out on condition of conducting by the investor (debtor) of the auction (tenders) on purchases of the goods (works, services) necessary for realization of the project (further—auction (tenders) on purchases) and signing the contract on their delivery under their results.
Article 30. Peculiarities of Conducting the Auction (tenders) on Purchases at the Expense of Foreign Credits
In case of granting the purpose credit the auction (tenders) on purchases are not conducted, but technical and economic motivation of the investment project shall contain the motivation of the expediency of delivery of the processed goods (works, services), comparison of technical and cost characteristics of this goods with the analogs of other national and foreign producers.
Conducting the auction (tenders) on purchases within the investment project is carried out by the investor (debtor) or by the external trade organization authorized by him in accordance with legislation of the Republic of Belarus (except for the cases provided by part four of the present article).
The expenses on organization and conducting the auction (tenders0 on purchases are paid by the investor (debtor).
In case of granting by foreign creditors the credit with the condition to conduct the international auction (tenders) on purchases the conducting such auction (tenders) is carried out by the investor (debtor) in accordance with the requirements of this creditor and is controlled by his representatives and the Ministry of Foreign Affairs of the Republic of Belarus.
Article 31. Control over Usage and Payment of the Foreign Credits
Control over purposeful and timely usage of foreign creditors and also over timely repayment of the debt on foreign creditors is carried out by the agent bank, the Ministry of Finance of the Republic of Belarus and republican body of state management (association) under the account of which the investor (debtor) is, if there is such accountability of the investor (debtor), and also by other bodies of currency control in accordance with legislation of the Republic of Belarus.
Article 32. The Order of Fulfillment of the Guarantees of the Government of the Republic of Belarus for Foreign Credits
In case of non–fulfillment by the investor (debtor) in the established terms the obligations on payments fore foreign credits and impossibility of collecting the assets with the investor (debtor) in the established order these obligations are fulfilled by the bank–guarantor.
In case of non–fulfillment of the obligations on the payments for foreign credits by the investor (debtor) and the bank–guarantor and presentation of foreign creditors in accordance with the guarantee of the Government of the Republic of Belarus of payment requirements to the Government of the Republic of Belarus the Ministry of Finance of the Republic of Belarus under the decision of the Government of the Republic of Belarus conducts the payment from the assets provided in the law of the Republic of Belarus on the budget for the next financial (budget) year.
The order of restructuring the debt on the foreign credit and compensation by the investors (debtor) of the assets to the republican budget on the basis of payment, time and return is determined by the Government of the Republic of Belarus.
Chapter 7. Conditions and Order of Granting the Guarantee of the Government of the Republic of Belarus for the Drawn Credits of Banks of the Republic of Belarus
Article 33. General Provisions
Guarantees of the Government of the Republic of Belarus can be granted to the banks of the Republic of Belarus under the obligations of the investors (debtors) for the credits received by them for realization of the investment projects.
Article 34. Conditions of Granting the Guarantee of the Government of the Republic of Belarus
Condition of granting the guarantee of the Government of the Republic of Belarus for the credits of the banks of the republic of Belarus is the presence of the investment project that has received the positive resolution of the state comprehensive expertise. The draft of the decision on granting the guarantee after agreeing it with the Ministry of Economy and the Ministry of Finance of the Republic of Belarus is introduced for consideration of the Government of the Republic of Belarus by the republican body of state management (association) in accountability of which the investor (debtor) is, if there is such accountability of the investor, or by the Ministry of Entrepreneurship and Investments of the Republic of Belarus.
Article 35. The Order of Granting and Fulfillment of the Guarantee of the Government of the Republic of Belarus
After taking the decision on granting the guarantee for the credits of the bank of the Republic of Belarus by the Government of the Republic of Belarus the Ministry of Finance of the Republic of Belarus registers the guarantee of the Government of the Republic of Belarus and determines the order of fulfillment by the Government of the Republic of Belarus the obligations under this guarantee.
In case of not purposeful usage by the investor (debtor) of the bank credits received under the guarantee of the Government of the Republic of Belarus the Ministry of Finance of the Republic of Belarus has the right to suspend the fulfillment of the obligations under the guarantee of the Government of the Republic of Belarus.
The decision on suspending the fulfillment of the obligation under the guarantee of the Government of the Republic of Belarus in accordance with the Civil Code of the Republic of Belarus.
Article 36. Control over Usage and Payment of the Credits of the Banks of the Republic of Belarus
Control over purposeful and timely usage of the credits and also over timely payment of the debt under the credits of the banks of the Republic of Belarus and republican body of state management (association) by which the question on granting the guarantee has been introduced for consideration of the Government of the Republic of Belarus in accordance with legislation of the Republic of Belarus.
Chapter 8. State Support of the Productions Based on New and High Technologies
Article 37. General Provisions
For the purposes of creation and development on the territory of the Republic of Belarus of the productions based on new and high technologies the legislative acts of the Republic of Belarus establish the privileges for tax and customs payments and also other kinds of state support are provided for organizations introducing such technologies.
Kind, size and terms of the state support for every organization introducing new and high technologies are established by the decision of the President of the Republic of Belarus.
Article 38. The Order of Rendering the State Support to the Productions and Organizations Based on New and High Technologies
The state supports can be rendered to the investment projects of those organizations that are included into the list of productions and organization based on new and high technologies approved by the Government of the Republic of Belarus.
Consideration of the materials of the investment projects and also preparation of the list of the productions and organization based on new and high technologies containing the kind, size and terms of effect of the state support is carried out and is introduced for approval of the Government of the Republic of Belarus by the Ministry of Economy of the Republic of Belarus in order determined by the Government of the Republic of Belarus.
Article 39. Estimation of the Effectiveness of Usage of the State Support
Estimation of the effectiveness of usage of the state support of organizations introducing new and high technologies is carried out by the republican body of state management (association) in accountability of which the investor is (if there is such accountability of the investor), or by the body authorized by the Government of the Republic of Belarus and also by the Ministry of Economy of the Republic of Belarus.
Chapter 9. Centralized Investment Resources
Article 40. General Provisions
Centralized investment resources from the assets of the republican budget are provided in annually formed State investment program at the amount not less than 10 percent from the total amount of state capital deposits established by the law on budget of the Republic of Belarus for the next financial (budget) year, and are granted on the basis of payment, time and return in the form of:
assets for financing the investment projects;
guarantees of the Government of the Republic of Belarus for the drawn credits of the banks of the Republic of Belarus in order determined by chapter 7 of the present Code.
The state support in the form of assets at the expense of the centralized investment resources is rendered to the investors on the condition that the own assets at the amount not less than 20 person from total amount of investments of the given project are contributed to realization of the investment project.
Article 41. The Order of Granting the State Support at the Expense of the Centralized Investment Resources
The size of the state support provided in the form of assets at the expense of the centralized investment resources is determined depending on the category of the investment project and is established by the decision of the Government of the Republic of Belarus. The criteria of classification of the investment projects under the categories are determined by the Government of the Republic of Belarus.
Consideration and selection of the investment projects that have received the positive resolution of the state comprehensive expertise for rendering the state support in the form of assets at the expense of the centralized investment resources is carried out by the Ministry of Economy of the Republic of Belarus.
In accordance with the results of consideration of the investment projects the Ministry of Economy of the Republic of Belarus forms the list of investment projects realized with drawing the assets from the centralized investment resources and introduces it within the frameworks of the annually formed State investment programs for the approval of the Government of the Republic of Belarus.
The state support of the investment projects with drawing new and high technologies is carried out in priority order.
Article 42. Peculiarities of Financing the Investment Projects At the expense of the Centralized Investment Resources
Financing of the investment project is carried out on the condition of conducting the auction (tenders) on purchases of the goods (works, services) necessary for realization of the project by the investor and signing under the results the contract(s) on delivery.
Expenses on organization and conducting the auction (tender) on purchases are paid by investor.
At the results of the auction (tenders) on purchases the schedule of payments is elaborated and agreed with the Ministry of Finance of the Republic of Belarus.
Article 43. Control over Purposeful Usage of the Assets of the State Support
Control over purposeful usage of the assets of the state support at the expense of the centralized investment resources is carried out by the Ministry of Finance of the Republic of Belarus, republican body of state management (association) in accountability of which the investor is (if there is such accountability of investor) or the body authorized by the Government of the Republic of Belarus.
Chapter 10. Investment Agreement with the Republic of Belarus
Article 44. General Provisions
For the purposes of rendering the state support at realization of the certain investment projects having the significant importance for the economy of the Republic of Belarus the investment agreement can be concluded with the investor.
Article 45. Parties of the Investment agreement
Parties of the investment agreement can be the following:
from one side—the Republic of Belarus in the person of the Government of the Republic of Belarus or authorized republican body of state management of the Republic of Belarus;
from the other side—the national and/or foreign investors.
Article 46. Terms of the Investment Agreement
Investment agreement shall contain the following as obligatory terms:
the time period of validity of the investment agreement;
the object and amount of the investment activity;
rights and duties of the investor including on observance of legislation in the sphere of protection of environment and rational usage of natural resources, and also labor legislation and safety measures;
additional legal guarantees of the Republic of Belarus on the given project agreed for the period of validity of the agreement and concerning the tax and customs regimes, ecology rules and other terms being essential for the investor and being in effect at the moment of concluding the given investment agreement and also the obligations on issue of the permissive documents necessary for realization of the investment project to the investor;
responsibility of the parties for non–observance of the terms of investment agreement;
the order and body of consideration of disputes (including the international arbitration for foreign investor) deriving from the investment agreement;
the right of investor to export from the Republic of Belarus the production manufactured as the result of fulfillment of the agreement, belonging to him and of the profit (income) received;
the obligation of the foreign invest to hire and train the employees from the number of natural persons of the Republic of Belarus, terms of usage of technologies and also the obligations of the investor to train the employees of the created organization after ending the realization of the investment project;
other terms depending on the specific character of the project.
In the investment agreement with the foreign investor the refusal of the state from the judicial immunity, immunity in relation of preliminary securing the writ and enforcement of the judicial and (or) arbitrary decision is provided.
Article 47. The Order of Concluding the Investment Agreement
Offers of the investor on composition and terms of the investment agreement are considered by the Government of the Republic of Belarus or by the republican body of state management authorized by it in order established by the Government of the Republic of Belarus.
Investment project is signed on the basis of the decision of the Government of the Republic of Belarus at the agreement with the President of the Republic of Belarus.
Investment agreement is registered in the state register of investment agreements. The order of conducting the mentioned register is determined by the Government of the Republic of Belarus.
Article 48. Stability of the Terms of the Investment Agreement
The terms of the investment agreements preserve their force within all period of time of validity of such agreements. Change of the terms is allowed only with the mutual consent of the parties, if otherwise is not provided by the investment agreement.
Section III. Peculiarities of Carrying out the Investment Activity on the Basis of Concessions
Chapter 11. General Provisions of Concession
Article 49. General Provisions
Investment activity in relation to the bowels, waters, forests, lands and objects being only in the ownership of the state or the activity, to which the exclusive right of state is distributed, can be carried out on the basis of concessions.
Article 50. Concept of Concession
The concession is the contract concluded by the Republic of Belarus with the person mentioned in the article 52 of the present code on assignment on the onerous basis and for the definite term of the right to carry out on the territory of the Republic of Belarus of the certain kind of activity to which the exclusive right of state is distributed, or the right to use the property being under the ownership of the state.
Article 51. Concession Objects
Objects of concession can be the following:
right to carry out the certain kinds of activity to which in accordance with legislative acts of the Republic of Belarus the exclusive right of the state is assigned—under the decision of the President of the Republic of Belarus;
bowels, waters, forests, lands, and also the objects that are in accordance with legislative acts of the Republic of Belarus can be only at ownership of the state—in accordance with the list approved by the President of the Republic of Belarus.
Under one concession contract at the same time several different objects can be transferred to the concessionaire.
Article 52. Parties to Concession Contract
Parties to the concession contract are the following:
from one side—the Republic of Belarus in the person of the Government of the Republic of Belarus or the republican body of state management of the Republic of Belarus authorized by it;
from the other side—the national investors including the legal persons of the private form of ownership or (and) the legal persons in the property of which the share of the Republic of Belarus or its administrative territorial units and also of the state organization is not more than 25 percent or (and) foreign investors (concessionaires).
Article 53. Kinds of Concession contracts
The following are the concession contracts applicably to the present Code:
the full concession contract;
concession contract on division of production;
concession contract on rendering services (carrying out of works).
Article 55. Concession Contract on Division of Production
The concession contract on division of production is the concession contract according to the terms of which the production manufactured in accordance with the contract is divided between the concessionaire and the Republic of Belarus in order and amounts determined by concession contract.
At that the concessionaire in accordance with the terms of the contract is fully or partly freed from payment of taxes and other obligatory payments established by legislative acts of the Republic of Belarus in connection with assignment of the right of ownership on the part of the production manufactured by him to the Republic of Belarus.
Article 56. Concession Contract on Rendering Services (Carrying out of Works)
The concession contract on rendering services (carrying out of works) is the concession contract by virtue of which the right of ownership on the production manufactured in accordance with the contract is assigned to the Republic of Belarus. The concessionaire received the reward for the services rendered by him (works carried out).
At concluding the concession contract on rendering services (carrying out of works) with a risk the reward to the concessionaire is paid only on the condition of achieving by the concessionaire the result provided in the concession contract.
At concluding the concession contract on rendering services (carrying out of works) without risk the reward to the concessionaire is paid for the services rendered by him (works carried out) regardless of the result achieved.
Article 57. Legislation of the Republic of Belarus Regulating the Relations Connected with Conclusion and Fulfillment of the Concession Contract
Conclusion and fulfillment of the concession contracts is regulated by the present Code, terms of concession contracts, other acts of legislation of the Republic of Belarus and also by international treaties of the Republic of Belarus.
The rules contained in the legislation on lease are applied to the concession contract only as far otherwise is not provided by the present Code and other acts of legislation regulating the relations on using the property on the basis of concession.
If the objects of the concession are the bowels and other natural resources, their usage is carried out in accordance with the acts of legislation of the Republic of Belarus on bowels and other natural resources with the consideration of the provisions of the present Code. At that the special permission on usage of bowels and also granting the right to use other natural resources by state for the period of validity of the concession contract is not required.
Chapter 12. Order of Concluding the Concession Contract
Article 58. Preparation of the Concession Offers
On the ground of the decision of the President of the Republic of Belarus on the necessity of the concession in relation to certain kind of activity or property being in the ownership of the Republic of Belarus, the Government of the Republic of Belarus and (or) authorized republican body of state management prepares the concession offers and organizes the conclusion of the concession contracts.
Article 59. General Provisions on Order of Determination of the Concessionaire
The concessionaire is determined by conducting the competitions or auctions except for the cases mentioned in part four of the present article.
If the concession offer does not provide otherwise, the competitions and auctions are conducted openly and publicly. All participants of competitions and auctions are provided with equal rights and possibilities.
Under the decision of the Government of the Republic of Belarus the competitions and auctions for concluding the concession contracts in relation to certain objects can be held only among national or only among foreign investors.
Conclusion of the concession contracts without conducting the competition or auction is allowed only:
in cases, when there is only one application;
under the decision of the President of the Republic of Belarus, when for the purposes of state safety or defense interests of the Republic of Belarus conclusion of the concession contract by direct negotiations with the definite investor is required.
Article 60. Body Conducting the Competition or Auction
Competition or auction for concluding the concession contract is conducted by the republican body of state management of the Republic of Belarus authorized by the Government of the Republic of Belarus (further—concession body).
Article 61. Competition and Auction Commission. Regulations of Competition or Auction
Concession body creates the competition or auction commission. In the composition of the competition and auction commissions shall be the representatives of the republican bodies of state management and independent experts (the participation of the foreign experts is possible).
The composition and regulations of the work of the competition or auction commission are approved by the concession body in order determined by the Government of the Republic of Belarus.
Regulations of competition or auction and also the fee for participation in competition or auction are determined by the concession body in accordance with the decision of the Government of the Republic of Belarus.
Article 62. Announcing the Competition and Auction
Announcing the competition or auction is published in the republican press and (or) for attracting to participation in the competition or auction of foreign investors—in foreign periodicals not later than 6 months till the established term of submitting the applications for participation in the competition or auction.
In the mentioned announcements there shall be brief information on the terms of competition or auction and about the objects offered for concession and also necessary information about the body or organization having additional information. In the given body (organization) there shall be the project of the basic terms of the concession contract approved by the Government of the Republic of Belarus.
Article 63. Application to Participation in the Competition or Auction
For participation in the competition or auction the application containing the following basic information is presented to concession body:
name of the investor (for the natural person—name and citizenship), and also name(s) of the participants (for the open joint stock companies—of the auctioneers having 5 and more percents of shares of the company) or the owners (founders) of the legal person–investor;
name of the state in accordance with legislation of which the legal person–investor is founded and its participants (for the joint stock company—auctioneers having 5 or more percent of the shares of the company) or the owner (founders) being legal persons and also the name of the state of the permanent place of location (place of residence) of the investor and its owners (founders);
place of location of the legal person–investor (place of residence of natural person) and its participants (for the open joint stock companies—auctioneers having 5 or more percent of the shares of the company) or the owners (participants);
information confirming the experience and capabilities of the investor on technical and organizational provision of fulfillment of the concession contract;
information confirming the experience and capabilities of investor on the needed financial guarantee of the concession contract;
confirmation of the payment of the fee for participation in the competition or auction.
Depending on the specific character of the concession object including the kind of activity, under the decision of the concession body from all its participants the additional information can be requested, it is indicated in the announcement on competition or auction.
In case of participation in the competition or auction of several investors having the intention to act as one participant, the application shall contain the information mentioned in the present article about every member of such group and also on distributing the functions among them on fulfillment of the terms of the competition or auction.
Information received about the participants of the competition or auction is the commercial secret.
Application is considered accepted in case of fulfillment of the requirements provided by the present article. At that the investor has the right till the moment of expiration of the term of submitting the applications to introduce changes into it.
Expenses of the investor connected with participation in the competition and auction are not compensated.
Article 64. Taking the Decision Under the Results of Competition or Auction
The decision on the winner of the competition or auction is taken by the concession body in accordance with the resolution of the competition or auction commission.
Concession body publishes the information on the results of the competition or auction in the press not later than 30 days from the moment of approving the results by the competition or auction commission.
Article 65. Appealing, Contestation and Recognition Invalid of the Results of Competitions or Auctions
Results of competition or auction can be appealed by its participant by appealing to court.
Recognition of the results of competition or auction invalid is the ground for refusal to conclude the contract with participant, declared a winner.
If the results of competition or auction are recognized invalid, and the concession contract has been already concluded, the recognition it invalid is conducted in accordance with legislation of the Republic of Belarus.
Article 66. The Order of Preparation and Conclusion of the Concession Contracts
Concession body within not more than 15 days after announcing the results of the competition or auction notifies the winner on the procedure and place of conducting the negotiations on preparation of the draft of the concession contract. The parties start to coordinate the provisions of the concession contract that shall be based on the equal terms of concession contract established by the present Code and other legislation of the Republic of Belarus and also on the draft of the basic terms of concession contracts established by the Government of the Republic of Belarus or at its instruction by the concession body, and sign it within not more than 3 months after publishing the results of the relevant competition or auction. In case of non–signing the concession contract in the term mentioned in the present part the investor has the right to settle the dispute in judicial order.
Signing the concession contract on behalf of the Republic of Belarus is carried out by the Government of the Republic of Belarus or by the concession body at its instruction.
Concession contract is registered in the state register of concession contracts. The order of conducting the mentioned register is determined by the Government of the Republic of Belarus.
Chapter 13. Terms of the Concession Contract and Its Fulfillment
Article 67. Terms Included into the Concession Contract
The concession contract as the obligatory terms shall include the indication on the following:
term of validity of the concession contract;
kinds of the activity carried out in accordance with the contract or the description of the property being the concession object;
rights of the parties to take the decisions connected with the fulfillment of the contract;
duties of the concession body in front of the concessionaire to issue the permissive documents to him necessary to carry out the activity provided by the contract;
right of ownership on the production manufactured and profit (income) obtained in accordance with the requirements of the present Code;
territory of the Republic of Belarus or its part, where the concessionaire has the right including the exclusive right to carry out the certain kinds of activity (if the concession object is the right to carry out the certain kinds of activity) and also the program and schedule of works carried out in accordance with the contract;
duty of the concessionaire to observe the labor legislation of the Republic of Belarus and rules of safety measures;
duty of the concessionaire to observe the legislation of the Republic of Belarus in the sphere of protection of the environment and rational usage of the natural resources;
the order of the check of the activity of the concessionaire;
responsibility of the parties to contract;
the order and body that settles the disputes (including international arbitration for foreign investor) arising from the concession contract.
Besides for the mentioned obligatory terms the concession contract can also include:
the duties of the concessionaire to provide the financing of the activity provided by the contract;
forms and order of state participation in the concession contract;
duties of the concessionaire to use new and high technologies;
mutual duties of the parties to develop the industrial and social infrastructure of the region;
the order of changing the concession contract;
right of the concessionaire to export from the Republic of Belarus the products manufactured as the result of fulfillment of the contract and belonging to him and of the profit (income) obtained;
duty of the concessionaire to use at fulfillment of contract the goods (works, services) manufactured in the Republic of Belarus on the condition of the compliance with the requirements of competition;
duties of the concessionaire–foreign investor to hire and train the employees from the number of the natural persons of the Republic of Belarus;
other terms depending on the kind of the concession contract and specific character of the concrete concession object.
Article 68. Special Terms Subject to Inclusion to the Full Concession Contract
Also the order of payments for the right to use the concession object and at necessity, if it complies with the draft of basic terms of concession contract, the duty of the concessionaire to sale at the internal market of the Republic of Belarus the part of the production manufacture by him in accordance with the concession contract shall be provided in the full concession contract.
Article 69. Special Terms Subject to Inclusion to the Concession Contract on Division of Production
Into the Concession contract on division of the production the provisions providing the following shall be obligatory included:
the order of determination of the total amount of the manufactured production;
the order of determination of the part of the manufactured production remaining the in the ownership of the concessionaire as the compensation for the investments made and compensation of the expenses of production and also the order of their estimation;
the order of division between the parties the manufactured production and also the procedure of assignment to the disposal of the concession body the production being the state property.
Article 70. Special Terms Subject to Inclusion to the Concession Contract on Rendering Services (Carrying out Works)
Into the concession contract on rendering services (carrying out the works) the provisions providing the following shall be obligatory included:
the size and order of payment of the reward to the concessionaire in accordance with the terms of the contract;
procedure of assignment to the concession body or the person determined by this body the production received in accordance with the terms of the contract.
In concession contract on rendering services (carrying out of works) the provision on buying out by the concessionaire of the part of the production manufactured by him or on reception of the reward directly in the kind of this production can be included.
Article 71. Payments of the Concessionaire
If the concession contract provides the payments for the concession objects, they can be established in the total for all objects or separately for every object according to this contract.
The payments for the concession objects are introduced to the income of the republican budget.
Article 72. Period of Concession
The concession contract can be concluded on the term up to 99 years. At the expiration of the term of the contract the concessionaire who has bona fide carried out the basic terms of this contract, enjoys the priority right to its re–conclusion. At that the President of the Republic of Belarus or at his instruction the Government of the Republic of Belarus can take the decision on prolongation of the validity of the contract to the same period without holding the competition or the auction at presence of the application of the concessionaire.
The written application on prolongation of the contract is submitted by the concessionaire to the concession body not later than one year before expiration of the term of validity of the concession contract.
Article 73. The Right of Concessionaire to Information
The concessionaire has the right to use at the expense of the own assets all information necessary to him for carrying out the activity provided by the contract of economic, industrial, scientific technical and other character about the object being the property of the Republic of Belarus and to receive it in order determined by the acts of legislation of the Republic of Belarus.
Article 74. Conditions of Fulfillment of the Concession Contracts
Concessionaires having concluded the concession contracts in accordance with the present Code are free to choose the ways of carrying out the activity provided by those contracts.
Article 75. State Immunity
In the concession contracts concluded with the foreign investors the refusal of the state from the judicial immunity, immunity in relation to the preliminary securing the writ and enforcement of the judicial or arbitrary decision can be provided.
Article 76. Stability of the Terms of the Concession Contracts
Terms of the concession contract preserve their force within all period of validity of those contracts. Change of the terms is allowed only with the mutual consent of the parties, if otherwise is not provided by the concession contract.
Section IV.
Activity of the Foreign Investors and Commercial Organizations with Foreign Investments on the Territory of the Republic of Belarus
Chapter 14. General Provisions
Article 77. Activity of the Foreign Investors on the Territory of the Republic of Belarus
Foreign investors have the right to carry out on the territory of the Republic of Belarus the investment activity in any forms determined by the article 5 of the present Code.
Foreign investors have the right to create on the territory of the Republic of Belarus the legal persons of the Republic of Belarus with any amount of the foreign investments and in any organizational legal forms and also to create their affiliations and representations in accordance with the acts of legislation of the Republic of Belarus including in accordance with the international treaties of the Republic of Belarus.
Legal persons in the statutory fund of which the foreign investments comprise the amount equaling less than 20 000 USD and that pursue the obtaining the profit (income) as the main goal of their activity are recognized on the territory of the Republic of Belarus as commercial organization with foreign investments. Such organizations can be created in the forms of the companies with limited liability, companies with additional liability, open joint stock companies, closed joint stock companies and private foreign unitary enterprises. The order of creation of the mentioned commercial organizations with foreign investments is determined by the present Code and legislation of the Republic of Belarus.
The minimal amounts of the statutory funds of other organization and the order of their creation is determined by the legislative acts of the Republic of Belarus and the privileges established by the present Code and legislative acts of the Republic of Belarus for the commercial organizations with foreign investments are not distributed on such organizations.
Article 78. Limitation of the Activity of the Foreign Investors on the Territory of the Republic of Belarus
To foreign investors on the territory of the Republic of Belarus the investments in the following spheres are prohibited:
provision of the defense and security of the Republic of Belarus without the special decision of the President of the Republic of Belarus;
manufacturing and realization of the narcotic, strong and poisonous substances under the list approved by the Ministry of Health of the Republic of Belarus.
Foreign investments in the property of the legal persons having the monopolist place on the market of the Republic of Belarus is not allowed without the consent of the Ministry of Entrepreneurship and Investments of the Republic of Belarus.
Article 79. Legal Regime of Foreign Investments
The legal regime of foreign investments on the territory of the Republic of Belarus, the conditions of activity of the foreign investors and of the legal persons created with their participation cannot be less favorable than the relevant regime for the property and property rights and also the conditions for investment activity of legal and natural persons of the Republic of Belarus except for the cases determined by the present Code.
In case, if the acts of legislation of the Republic of Belarus adopted after creation of the commercial organization with foreign investments worsen the situation and conditions of the activity for foreign investors and commercial organization with foreign investments created with their participation (that means the additional obligation or obligations increased comparing to those being earlier or they are limited in the rights or are deprived of the rights), to the foreign investors, commercial organization with foreign investments and (or) foreign investments the legislation in effect on the day of registration of the commercial organization with foreign investments is applied within 5 years.
These requirements are not applied to change of the acts of legislation of the Republic of Belarus in the sphere of providing the defense capability, ecologic safety and protection of health of the citizens of the Republic of Belarus.
Chapter 15. Peculiarities of Creation of Commercial Organizations with Foreign Investments
Article 80. Commercial Organization with Foreign Investments
The commercial organization with foreign investments is the legal person in the established fund of which the foreign investments are fully or partly used.
For the purposes of determining the peculiarities of registration all commercial organization with foreign investments are considered as commercial joint or commercial foreign organizations.
Commercial joint organization on the territory of the Republic of Belarus is the legal person of the Republic of Belarus the established fund of which comprises of the share of foreign investor and the share of natural and (or) legal persons of the Republic of Belarus.
Commercial foreign organization is the legal person of the republic of Belarus in the established fund of which the foreign investments are 100 percent.
Commercial organization with foreign investments can carry out any kinds of activity, if they are not prohibited by legislation of the Republic of Belarus and comply with the purposes provided in the statute of this organization.
Certain kinds of activity the list of which is established by the acts of legislation of the Republic of Belarus can be carried out by the commercial organization with foreign investments only on the basis of special permits (licenses).
Article 81. Creation of the Commercial Organizations with Foreign Investments
Commercial organization with foreign investments can be created by its incorporation or as the result of acquiring by the foreign investor the share of participation (stock) in the legal person without foreign investments incorporated earlier or acquiring the property set in the whole or in part.
Decision on creation of the commercial organization with foreign investments is taken by its founders (participants) independently including the cases of acquiring the share of participation (stock) by the foreign investor in the legal person without foreign investments incorporated earlier and also acquiring the enterprise as property set in the whole or in part on the sum exceeding 20 000 USD in equivalent. In case, when the Belarusian founders (participants) of the commercial joint organization are the legal or natural persons not having the right of ownership to invested property, the decision on participation of the such persons in creation of the commercial organization with foreign investments is taken in order established by the owner of the invested property or by the body authorized by him, in accordance with the acts of legislation of the Republic of Belarus.
Article 82. Branch and Dependent Societies, Affiliations and Representations of Commercial Organization with Foreign Investments and Their Status
Commercial organization with foreign investments has the right to have branch and dependent societies, and also to create affiliations and representations on the territory of the Republic of Belarus and beyond with observance of the conditions provided by the acts of legislation of the Republic of Belarus and by the relevant legislation of foreign states.
Branch societies of commercial foreign organization enjoy the same rights and are registered by the same body as the commercial foreign organizations. Dependent societies of the commercial foreign organizations enjoy the same rights and are registered in the same body as the commercial foreign organization in case, if the size of foreign investments in the statutory fund of the dependent societies is not less than 20 000 USD in equivalent. Branch and dependent societies of the commercial joint organizations are registered in order provided for legal persons without foreign investments and do not enjoy the rights granted to commercial organizations with foreign investments.
Affiliations and representations of the commercial organizations with foreign investments act on the basis of regulations about them approved by the commercial organizations with foreign investments. On the territory of the Republic of Belarus the affiliations and representations of the commercial organization with foreign investments are not legal persons.
Article 83. State Registration of the Commercial Organizations with Foreign Investments
The state registration of the commercial organization with foreign investments except for the banks and non–bank credit financial organization, commercial organization with foreign investments in free economic zones and insurance, re–insurance organizations is carried out by the authorized state body (further—registration body).
The state registration of the banks, non–bank credit financial organization, commercial organization with foreign investments in free economic zones and insurance, re–insurance organizations is regulated by other legislative acts of the Republic of Belarus.
Article 84. Documents Submitted for State Registration of Commercial Joint Organizations
For the state registration of commercial joint organization to the registered body the following documents are submitted:
written application of the founders (signed by all founders of the commercial joint organization);
notarized originals or notarized copies of the statutory documents of the commercial joint organization being created in two exemplars;
for the founders–legal persons of the republic of Belarus—notarized copy of the decision of the owner of the property or body authorized by him on creation of the commercial joint organization, and also notarized copies of documents confirming the state registration and notarized copies of the statutory documents (fore every Belarusian legal person);
for the founders–natural persons of the republic of Belarus—copy of the labor book attested by the seal of organization at the last place of work, or the copy of pension certificate attested by the body of social security at the place of residence or the certificate of the employment body;
for the founders—foreign legal persons (organizations)—legalize d extract form the trade register of the country of origin or other equivalent proof of legal status of foreign investor in accordance with legislation of the country of its place of location or permanent place of residence at the moment of creation of the commercial joint organization (legalization shall be conducted not later than one year till submission of the application on registration) with the translation to Belarusian (Russian) language (signature of the translator is notarized);
for the founders—foreign legal persons—copy of the passport with the translation to Belarusian (Russian) language (signature of the translator is notarized);
documents confirming the formation of the statutory fund (for the commercial joint organization in the form of open joint stock company);
guarantee letter or other documents confirming the right to locate the commercial joint organization at the place of its location;
payment document confirming the introduction of payment for state registration.
Article 85. Documents Submitted for State Registration of the Commercial Foreign Organizations
For the state registration of commercial foreign organizations to the registration body the following documents are submitted:
written application of the founder (singed by all founders of commercial organization);
notarized originals or notarized copies of the statutory documents of the commercial foreign organization being created in two exemplars;
for the founders—foreign legal persons (organizations)—legalize d extract form the trade register of the country of origin or other equivalent proof of legal status of foreign investor in accordance with legislation of the country of its place of location or permanent place of residence at the moment of creation of the commercial foreign organization (legalization shall be conducted not later than one year till submission of the application on registration) with the translation to Belarusian (Russian) language (signature of the translator is notarized);
for the founders—foreign legal persons—copy of passport with the translation to Belarusian (Russian) language (signature of the translator is notarized);
documents confirming the formation of the statutory fund (for the commercial foreign organization in the form of open joint stock company);
guarantee letter or other documents confirming the right to locate the commercial foreign organization at the place of its location;
payment document confirming the introduction for the state registration.
Article 86. The Order of Carrying out the State Registration, Refusal and Appealing the Refusal in Registration
Documents for the state registration of the commercial organization with the foreign investments are transferred to the registration body that is obliged to issue the document of the established form confirming their reception. It is prohibited to demand the presentation of documents not provided by the present Code.
The state registration of the commercial organization with foreign investments is carried out within not more than 15 days from the day of submitting the application with enclosure of documents mentioned in articles 84 and 85 of the present Code by the founders (participants).
On registration of the commercial organization with foreign investments the registration body informs the following in written form: within 5 days form the day of taking the decision on registration—to the founders (participants) of this commercial organization, within 10 days from the day of taking the decision on inclusion of the given commercial organization in the Unified state register of legal persons and individual entrepreneurs of the Republic of Belarus and also to the Ministry of Statistics and Analysis of the Republic of Belarus.
Registration body issues the certificate on registration to the commercial organization with foreign investments and publishes the information on registration in press.
The state registration of the commercial organization with foreign investments can be rejected on the grounds of violation of the order of creation of the commercial organization with foreign investments established by the legislative acts of the Republic of Belarus and non–compliance of the statutory documents to the requirements of legislation of the Republic of Belarus. Refusal in state registration of the commercial organization with foreign investments on the grounds of not expediency of its creation is not allowed.
Motivated refusal in registration of the commercial organization with foreign investments shall be send to its founders (participants) by the registration body within 5 days from the day of taking the decision on refusal. The founders (participants) of the commercial organization with foreign investments can appeal the refusal in conducting the state registration or refusal in it to the court on the grounds that they consider not motivated.
Article 87. The Order of Forming the Statutory Fund
The statutory fund declared in the statutory documents of the commercial organization with foreign investments in the form of the company with limited liability, company with additional liability, closed joint stock company or private foreign unitary enterprise shall be formed not less to 50 percent within the first year form the day of the state registration of this organization at the expense of introducing to it by every founder (participant) not less than 50 percent of the share and in the full amount—till expiration of two years from the day of registration.
Statutory fund declared in the statutory documents of the commercial organization with foreign investments in the form of open joint stock company shall be formed at full amount before the state registration of such organization.
Increase of the statutory funds of the commercial organizations with foreign investments in the form of joint stock companies is conducted in accordance with legislation of the Republic of Belarus on securities.
The commercial organization with foreign investments in the form of the company with limited liability, company with additional liability, closed joint stock company or private foreign unitary enterprise submits to the registration body the documentary confirmation of the fact of forming the statutory fund in the fixed amounts not later than 30 days from the day of ending the relevant period. Documentary confirmation of the fact of forming the statutory fund is the auditing resolution.
The Government of the Republic of Belarus or republican body of state management authorized by it has the right to increase the period of forming the statutory fund of commercial organization with foreign investments established by part one of the present article.
To the commercial organization with foreign investments having submitted the documentary confirmation of the fact of forming the statutory fund the registration body issues the certificate on forming the statutory fund within not more than 10 days from the day of reception of the mentioned documentary confirmation.
Article 88. Contributions of the Participants to the Statutory Fund of Commercial Organization with Foreign Investments
The statutory fund of commercial organization with foreign investments shall be declared in the USD and in case of creation of the commercial organization with foreign investments in the form of joint stock company or with usage of the property of the Republic of Belarus—also in money units of the Republic of Belarus.
Founders (participants) of the commercial organization with foreign investments have the right to introduce the contributions to the statutory fund of the organization in money or not money form.
For recalculation of the contributions the official rate of the relevant currency established by the National Bank of the Republic of Belarus on the day of signing the contract on creation of the commercial organization with the foreign investments and (or) approving the statute is applied.
In case, when the founder (participant) of the commercial organization with foreign investments introduces the contribution to the statutory fund of this organization in money units of the Republic of Belarus or in foreign currency, he is obliged to consider the difference between the official rate of recalculation of the money units of the Republic of Belarus and foreign currency in USD established by the National Bank of the Republic of Belarus on the day of signing the contract on creation of the commercial organization with foreign investments and (or) approving its statute and on the day of actual introduction of contribution.
In case of taking the decision on increase of the size of the statutory fund or decision on registration of the valid legal person as commercial organization with foreign investments the founder (participants) of this organization is obliged to introduce the contributions in money form to consider the difference between the official rates of recalculation of the currencies established by the National Bank of the Republic of Belarus on the day of taking such decision and on the day of actual introduction of the contribution.
The sum difference appeared as the result of recalculation the order of which is established by the parts four and five of the present article is brought to the reserve fund of the commercial organization with foreign investments.
Non–money contribution of the foreign investor shall be imported from foreign state or acquired in the Republic of Belarus for foreign currency or money units of the Republic of Belarus, it they are received as the profit owed to him from the activity of the commercial organization with foreign investments created with his participation, form other permitted activity or by the exchange of foreign currency in the banks of the Republic of Belarus. Non–money contributions are estimated on the date of their accepting to the balance of the commercial organization with foreign investments.
Non–money contributions of the founders (participants) of the commercial organization with foreign investments are subject to expertise of reliability of estimation of the non–money contributions conducted in order determined by the legislation of the Republic of Belarus. Expertise of reliability of estimation of the state property introduced as the non–money contribution to the statutory fund is carried out by the Ministry of Management of State Property and Privatization of the Republic of Belarus. The estimation is conducted in money units in which the statutory fund is announced. Under the results of the expertise the act on reliability of the estimation of the non–money contribution is drawn up. In case of absence of the mentioned act the property is considered introduced to the statutory fund.
Article 89. Registration of Changes and Amendments Introduced to the Statutory Documents of the Commercial Organizations with Foreign Investments
At change of the information reflected in the statutory documents of the commercial organization with foreign investments in cases established by legislation of the Republic of Belarus, its founders (participants) are obliged within 30 days to introduce the relevant changes to the statutory documents of this organization.
Documents necessary for registration of changes and amendments in part of information introduced to the Unified state register of legal persons and individual entrepreneurs shall be presented by the commercial organization with foreign investments to the registration body within 30 days form the day of introduction of changes and amendments to the statutory documents, if otherwise is not provided by legislation of the Republic of Belarus.
Registration body within not more than 15 days from the day of presentation of necessary documents registers the changes and amendments in statutory documents of commercial organization with foreign investments in the part of information introduced to the Unified state register of legal persons and individual entrepreneurs and within 10 days informs the State Tax committee of the Republic of Belarus for introduction of the relevant changes and amendments to the Unified state register of the legal persons and individual entrepreneurs of the Republic of Belarus and also to the Ministry of Statistics and Analysis of the Republic of Belarus.
Article 90. Liquidation and Reorganization of the Commercial Organizations with Foreign Investments
Liquidation of the commercial organization with foreign investments is carried out under the decision of its founders (participants), owner of the property or the body of this organization authorized to do so by the statutory documents or in judicial order in cases established by legislative acts of the Republic of Belarus. Ground for liquidation of the commercial organization with foreign investments is also non–observance of the order of forming the statutory fund established by the present Code by this organization.
Notification on liquidation of the commercial organization with foreign investments is published in press in accordance with the acts of legislation of the Republic of Belarus.
Reorganization of the commercial organization with foreign investments is carried out under the decision of its founders (participants), owner of the property or the body authorized to do so by the statutory documents of this organization in accordance with legislation of the Republic of Belarus.
Article 91. Taxation and Privileges on Tax and Customs Payments
Commercial organizations with foreign investments and also foreign investors carry out the tax and customs payments in accordance with tax and customs legislation of the republic of Belarus, if otherwise is not provided by international treaties of the Republic of Belarus.
Commercial organizations with foreign investments enjoy all privileges on tax and customs payments established by legislative acts of the Republic of Belarus for legal persons of the Republic of Belarus.
Besides in order and on the conditions established by legislation of the Republic of Belarus:
1. Profit of commercial organizations with foreign investments the share of foreign investor in the statutory fund of which is more than 30 percent received from realization of production (works, services) of own manufacture except for the trade and trade–purchase activity is freed form the payment of the tax within 3 years from the moment of announcing the profit by it including the first profitable year.
In case, if the commercial organizations with foreign investments manufacture the production of special importance for the republic included in the list of such production approved by the Government of the Republic of Belarus in relation to such organization the term up to 3 years of the rate of the profit tax reduced to 50 percent also is in effect for such organizations.
2. Goods, imported on the customs territory of the Republic of Belarus in the form of contribution of the foreign participants to the statutory fund of commercial organizations with foreign investments are freed form imposing the value added tax and customs payments on the conditions that such goods:
are referred to basic industrial funds;
are not excisable;
are imported in the terms established by the statutory documents for forming the statutory fund of commercial organization with foreign investments and in case of creation of commercial organization with foreign investments in the form of joint stock company—in the terms determined by the contract on joint activity on creation of this company, and in case of increase of the sized of the statutory fund of commercial organization with foreign investments in the form of joint stock company—in the terms determined by the contract on subscribing to the shares.
Tax and customs legislation of the Republic of Belarus for commercial organizations can establish also other privileges on tax and customs payments for the commercial organizations with foreign investments.
In case of liquidation of the commercial organization with foreign investments in the period of freeing it from payment of the taxes or within 3 years after expiration of the period of freeing it form payment of taxes this commercial organization with the foreign investments is obliged to pay the taxes for that period within which it has been freed from taxes.
Article 92. Fulfillment of the Export–Import Transactions
The commercial organizations with the foreign investments in the statutory fund of which the share of the foreign participant in more than 30 percent has the right without a license and additional permits to export the products (works, services) of own production. The commercial organizations with foreign investments have the right without a license to import the production (works, services) for own production.
The order of referring the production (works, services) to products of own production of the commercial organizations with foreign investments is determined by the acts of legislation of the Republic of Belarus.
Export of products (works, services) of not own production and import of goods not for own production is carried out by the commercial organizations with foreign investments in accordance with the acts of legislation of the Republic of Belarus.
Article 93. Depreciation Charges
Commercial organization with foreign investments carry out the depreciation charges on renewal under the standards and in order established for the legal persons of the Republic of Belarus, if otherwise is not provided by the statutory documents.
Article 94. Conditions of Realization of the Products (Works, Services)
Commercial organizations with foreign investments have the right independently establish the prices on the products (works, services) of own production and the order of its realization and also independently choose the suppliers of goods (works, services).
Article 95. Disposal of the Currency Earnings
Earnings in the foreign currency form the export of products (works, services) of own production of the commercial organization with foreign investments in the statutory fund of which the share of foreign founder (participants) is more than 30 percent after the payment of the taxes and other obligatory payments established by the legislative acts of the Republic of Belarus remains in the disposal of this organization.
Article 96. Protection and Exercising Intellectual Property Rights
Protection and exercising the intellectual property rights of foreign investors and commercial organizations with foreign investments are secured by the acts of legislation of the Republic of Belarus and international treaties of the Republic of Belarus.
Article 97. Labor Relations, Social Security of Persons Working in Commercial Organizations with Foreign Investments
In the commercial organizations with foreign investments the industrial, labor and relations connected with them are regulated by the collective agreement and labor contracts.
The terms of the collective agreement and labor contracts cannot worsen the situation of the employees of this commercial organization with foreign investments in comparison with the terms provided by the legislative acts of the Republic of Belarus in effect.
Questions of payment for the labor, granting the vocations to the foreign employees of the commercial organizations with foreign investments shall be resolved in the labor contracts with every of them. Their salary in the foreign currency can be transferred abroad.
The social security of the employees of the commercial organizations with foreign investments and their social maintenance (except for the pension maintenance of the foreign employees) are regulated by legislative acts of the Republic of Belarus.
Article 98. Control over the Activity of the Commercial Organizations with the Foreign Investments
The bodies of state control can carry out the inspections of fulfillment by the commercial organization with foreign investments the requirements of the acts of legislation strictly within the limits of their competence in accordance with the legislative acts of the Republic of Belarus. The commercial organization with the foreign investments is obliged to give to those bodies the documents necessary for the control and other materials about its activity. The commercial organizations with foreign investments has the right not to fulfill the requirements of those bodies on the questions not being at their competence. The copy of the documents on the results of the inspection is directed to the commercial organization with foreign investments.
At carrying out the inspections the bodies of state control are obliged to secure the safety of the commercial secret of the commercial organization with foreign investments. Disclosure of the information being the commercial secret of the commercial organization with the foreign investments entails in accordance with legislative acts of the Republic of Belarus.
Section V.
Peculiarities of Directing the Investments to the Territory of Foreign States
Chapter 16. General Provisions on Directing the Investments to the Territories of the Foreign States
Article 99. General Provisions
Legal and natural persons of the Republic of Belarus have the right to carry out the investment activity beyond the territory of the Republic of Belarus in any form in accordance with the article 100 of the present Code.
The regulation of directing the investments to the territory of the foreign states is carried out in accordance with the present Code, other acts of legislation, legislation of the state on the territory of which the investment activity is carried out and also by the international treaties of the Republic of Belarus.
Article 100. Forms of Investments Activity at Directing the Investment to the Territory of Foreign States
Investment activity of legal and natural persons of the Republic of Belarus at directing them the investments to the territory of foreign states can be carried out in the following forms:
creation of legal persons (further—organizations) including the banks and non–bank credit–financial organizations with participation of the investments of legal and natural persons of the Republic of Belarus and also of the affiliations (representations) of the banks of the Republic of Belarus;
acquiring the property or property rights in particular:
immovable;
share in statutory fund of legal persons of foreign states;
securities;
any other forms not contradicting the legislation of foreign states and complying with international treaties of the Republic of Belarus.
Chapter 17. Peculiarities of Opening the Accounts and Registration of the Investments Beyond the Republic of Belarus
Article 101. Opening the Accounts beyond the Republic of Belarus and Carrying out the Transactions on Them in the Foreign Currency
Legal persons of the Republic of Belarus and individual entrepreneurs open the accounts in foreign currency beyond the Republic of Belarus and carry out the transactions on them with the permission of the National Bank of the Republic of Belarus, if otherwise is not provided by the international treaties of the Republic of Belarus or legislation of the Republic of Belarus.
Consideration of the applications on issue the permissions on opening by legal person of the Republic of Belarus or individual entrepreneur the account in the foreign currency on the territory of foreign states is carried out with the consideration of the peculiarities of conducting the concrete currency transactions in order determined by the National Bank of the Republic of Belarus.
Article 102. Registration and Control over Investments Directed to the Territory of the Foreign States
Registration and control over the investments directed by the legal persons of the Republic of Belarus and individual entrepreneurs to the territory of foreign states including acquiring the immovable and securities, contributions to the statutory funds of foreign legal persons are carried out by the National Bank of the Republic of Belarus.
Contribution to the statutory funds of legal persons on the territory of foreign states of the property of the Republic of Belarus is carried out with the consent of the owner by the authorized body and only after the expertise of the reliability of estimation of such property held in accordance with legislation of the Republic of Belarus.
Section VI.
Final Provisions
Chapter 18. Final Provisions
Article 103. Entrance into Force of the Present Code
The present Code enters into force after three months after its official publication except for the article 104 entering into force from the day of official publication of the present Code.
Article 104. Bringing the Acts of Legislation in Accordance with the Present Code
To the Government of the Republic of Belarus within three months from the day of the official publication of the present Code:
to prepare and introduce in the established order to the House of Representatives of the National Assembly of the Republic of Belarus the suggestions on bringing the legislative acts of the Republic of Belarus in accordance with the present Code;
to provide in established order the bringing the normative legal acts of the Republic of Belarus in accordance with the present Code;
to undertake other measures necessary for realization of the provisions of the present Code.
Article 105. Recognize Some Acts of Legislation Invalid
In connection with adoption of the present code to recognize invalid the following:
- Law of the Republic of Belarus of May 29 1991 "On investment activity in the Republic of Belarus".
- Resolution of the Supreme Council of the Republic of Belarus of May 29 1991 "On bringing into action of the Law of the Republic of Belarus "On investment activity in the Republic of Belarus".
- Law of the Republic of Belarus of November 14 1991 "On foreign investments on the territory of the Republic of Belarus".
- Resolution of the Supreme Council of the Republic of Belarus of November 14 1991 "On order of bringing into action of the Law of the Republic of Belarus "On foreign investments on the territory of the Republic of Belarus".
- Law of the Republic of Belarus of April 24 1992 "On introducing changes to the Law of the Republic of Belarus "On investment activity in the Republic of Belarus".
- Law of the Republic of Belarus of June 16 1993 "On introducing changes and amendments to the Law of the Republic of Belarus "On foreign investments on the territory of the Republic of Belarus".
- Law of the Republic of Belarus of February 4, 1994 "On introducing amendments to the Law of the Republic of Belarus "On investment activity in the Republic of Belarus".
- Law of the Republic of Belarus of December 1997 "On introducing changes and amendments to the Law of the Republic of Belarus "On foreign investments on the territory of the Republic of Belarus".
The President of the Republic of Belarus
A. Lukashenko
