Commentary to Ordinance No. 2 of 24 January 2013
On 24 January President of the Republic of Belarus Aleksandr Lukashenko signed Ordinance No. 2 to introduce additions and amendments to Ordinance No. 1 of 16 January 2009 “Concerning state registration and liquidation (termination of operation) of economic operators”.
The document has been adopted for the sake of improving the procedures for the state registration and liquidation (termination of operation) of commercial and non-commercial corporations as well as self-employed businessmen. It will also help protect rights of investors and creditors.
The ordinance introduces several restrictions meant to prevent possible abuses by dishonest economic operators.
In particular, new business entities cannot be established by property owners (founders, participants) of commercial organizations, against which the decision on liquidation has been made but the liquidation process has not been completed. The maximum time an economic operator can be involved in the liquidation process has been limited to nine months since the decision on liquidation has been made, with the right to extend the term to 12 months available.
The ordinance provides for making responsible the chairman of the liquidation commission (the liquidator), the owner of the property (founders, participants) for violating the legislation resulting in the shutdown of a legal person without using the bankruptcy procedure. The number of persons, who can head a liquidation commission (be the liquidator) is restricted if the business entity that has to be liquidated has accounts payable to creditors. Thus, the position of the chairman of the liquidation commission (the liquidator) cannot be held by owners of the property (founders, participants), the chief executive officer of the legal person.
For the sake of optimizing the establishment of companies the ordinance provides for forming the authorized fund by commercial organizations within one year since the state registration day unless specified otherwise by the legislation or unless a shorter term to establish the authorized fund is specified by the charter.
The ordinance now regulates the use of the term “private” in names (legal names) of unitary enterprises. The term can now be used only by unitary enterprises that have been established by natural persons.
Unitary enterprises, which property is in private ownership of legal persons and which names (legal names) contain an indication to the form of ownership, will have to make the relevant amendments during the next correction of their charters but not later than one year after the ordinance comes into force.
Apart from that, the document has revised the regulations on the state registration and liquidation (termination of operation) of business entities.Apart from individual clauses the ordinance will come into force three months after the publication date.