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State Committee on Property of the Republic of Belarus State Committee on Property of the Republic of Belarus Государственный комитет по имуществу

Reorganization of state unitary enterprises into open joint stock companies with the participation of other incorporators, apart from the state


Relations in the field of reorganization of state unitary enterprises into open joint stock companies (hereinafter referred to as “OJSC”) shall be regulated by the legislation on privatization based on the Constitution of the Republic of Belarus and comprised of the Law of the Republic of Belarus, dated January 19, 1993, No. 2103-XII “On privatization of the state property and reorganization of state unitary enterprises into open joint stock companies” (last revised on July 16, 2010, hereinafter referred to as “the Law on Privatization”), normative legal acts of the President of the Republic of Belarus and other legislative acts.

Incorporators of the OJSCs established in the process of reorganization of state unitary enterprises are represented by privatization bodies. Other incorporators of OJSCs, apart from the state (hereinafter referred to as “other incorporators, apart from the state”), may be represented by privatization entities having provided monetary and (or) non-monetary contributions into authorized funds of OJSCs.

Selection of other incorporators, apart from the state, shall be carried out by a privatization body after tendering process, and if such a tender has been found invalid because an application for participation in the tender has been submitted by a single participant – by the results of direct negotiations of the privatization body with the only tender participant.

The procedure of tendering process at the discretion of the other incorporator, apart from the state, and cases of its holding are defined in the order of the Council of Ministers of the Republic of Belarus, dated December 31, 2010, No. 1929 “On measures for implementation of the Law of the Republic of Belarus “On introduction of amendments and additions to some laws of the Republic of Belarus and revocation of some legislative acts of the Republic of Belarus and their particular  provisions concerning the issues of state property privatization”. 

Tenders at the discretion of other incorporators of open joint stock companies, apart from the state, established in the process of reorganization of state unitary enterprises shall be organized in relation to the state unitary enterprises included to plans of reorganization of state unitary enterprises to OJSCs:

  • if any proposals on participation of privatization entities as other incorporators of OJSC, apart from the state, as established in the process of reorganization of a state unitary enterprise are available;
  • if any proposals of republican bodies of government control and other government organizations subordinated to the Government of the Republic of Belarus, the National Bank, the Administration of the President of the Republic of Belarus, the Department for Presidential Affairs of the President of the Republic of Belarus, other state bodies and organizations subordinated to the President of the Republic of Belarus, as well as the National Academy of Sciences of the Republic of Belarus, local executive and administrative bodies are available;
  • in other cases by a decision of the privatization body.
The issues of tendering process at the discretion of the other incorporator of OJSC, apart from the state, established in the process of reorganization of a state unitary enterprise, are defined in the Regulation on tendering process at the discretion of the other incorporator of OJSC, apart from the state, established in the process of reorganization of a state unitary enterprise, as approved by the Order of the Council of Ministers of the Republic of Belarus, dated December 31, 2010, No 1929.

The privatization body shall accept applications for tendering process and appoint a tendering committee. The tendering committee shall determine the successful bidder and execute minutes with the results of the tendering process at the discretion of the other incorporator, apart from the state.

The tender shall be considered invalid, if:

  • only one participant applied for participation in the tender;
  • no applications have been submitted for participation in the tender;
  • one of the participants or no participants have appeared for participation in the tender.
A tender shall be considered ineffective, if the proposals submitted by tender participants under tendering terms, don’t conform to the tendering terms of tender participants.

A participant shall be considered the tender winner, if all his proposals according to the conclusions of the tendering committee on tender completion comply with the terms or contain better conditions as compared with the terms of tendering process.

If only one participant has submitted a proposal, and, according to the results of direct negotiations of the privatization body with that participant, the latter has not been chosen as the other incorporator, apart from the state, as well as in case of the tender competition has being found invalid due to the fact that no application was submitted for participation in the tender, or no participants came for participation in the tender, or the tender was found ineffective by a decision of the privatization body, a repeated tender competition may be organized, or the privatization body may take a decision on reorganization of the state unitary enterprise without other incorporators.

The works on establishment of OJSC with the participation of other incorporators, apart from the state, including drafting of an agreement on establishment of OJSC with the participation of other incorporators, apart from the state, shall be carried out in accordance with the Law on Privatization and other legislative acts.

By the Order of the State Property Committee of the Republic of Belarus, dated January 18, 2011, No. 3, “Instruction on the procedure of work performance for reorganization of republican unitary enterprises into open joint stock companies” was approved, in which the procedure of work performance for reorganization of republican unitary enterprises into OJSCs with the participation of other incorporators, apart from the state, was established.

The works on reorganization of a state unitary enterprise into OJSC shall be carried out by a committee on reorganization established at the reorganized enterprise. The committee on reorganization shall check the correct performance of property inventories and commitments of the state unitary enterprise. It shall determine composition and cost of the state property and the amount of the authorized fund of the OJSC, prepare proposals for the further use of community facilities, facilities constituting the exclusive property of the state, facilities being only owned by the state, as well as residential premises of the state residential fund. It prepares a project on reorganization of a state unitary enterprise into an open joint stock company and submits it to a sectoral commission.

An approximate form of a project on reorganization of a state unitary enterprise into OJSC was approved by the order of the State Property Committee, dated February 4, 2011, No. 18.

Property composition of the state unitary enterprise reorganized into open joint stock company shall be determined on the basis of a balance sheet with the property inventories and commitments of the state unitary enterprise.

The amount of the OJSC’s authorized fund shall be determined by proceeding from the balance sheet assets and liabilities of a state unitary enterprise or several state unitary enterprises as on January 1, when reorganization takes place in accordance with the procedure set up in the Instruction on the procedure of determination of the assessed value of an enterprise as the proprietary complex of a state unitary enterprise during privatization, the amount of the authorized fund of an open joint stock company established in the process of reorganization of a state unitary enterprise, the cost of the property of the state unitary enterprise affiliated to the open joint stock company, as approved by the Order of the State Property Committee of the Republic of Belarus, dated January 4, 2011, No 1 “On some measures for implementation of the Law of the Republic of Belarus, dated July 16, 2010 “On introduction of amendments and additions to some laws of the Republic of Belarus and revocation of some legislative acts of the Republic of Belarus and their particular provisions, as far as issues of state property privatization are concerned”, and by proceeding from the cost of contribution of the other incorporator, apart from the state.

The sectoral commission shall approve the project reorganization of the state unitary enterprise into an open joint stock company, prepare its conclusion on possibility of OJSC establishment.

A decision on establishment of the OJSC with the participation of the other incorporator, apart from the state, shall be made at the founding meeting of the OJSC with the presence of incorporators (their representatives).