LAW OF THE REPUBLIC OF BELARUS
of 14 December 1990
"ON ENTERPRISES IN
THE REPUBLIC OF BELARUS"
The present Law
determines general legal, economic and social principles of organization of an
enterprise in conditions of multiple forms of ownership and of its activities
in conditions of developing market relations. The Law is aimed at securing
independence of an enterprise, determines its rights and responsibility in
carrying out economic activities, regulates relations between an enterprise and
other enterprises and organizations, Soviets of Deputies, state administrative
bodies, acts in combination with other laws of the Republic of Belarus. The
present Law covers all enterprises, located on the territory of the Republic of
Belarus.
SECTION 1.
General provisions
CHAPTER 1.
An enterprise and its main tasks
ARTICLE 1.
Definition
of the enterprise An enterprise shall be an independent economic entity having
the rights of a legal person, which realizes its products, carries out work,
renders services through the use of its property by its labour collective. An enterprise shall not include other legal
persons. An enterprise shall act on the principles of cost-accounting,
irrespective of its form of ownership for means of production and other
property.
ARTICLE 2. Main task of
an enterprise The main task of an enterprise shall be economic activities,
aimed at gaining profits so as to meet social and economic interests of its
labour collective's members and interests of its property owner. Public needs
for its products, work and services shall be regulated by the state through
economic methods.
ARTICLE 3. Types of
economic activities of an enterprise An enterprise may carry out any types of
economic activities, if they are not banned by the legislative acts of the
Republic of Belarus and correspond to the objectives, stipulated by the statute
of the enterprise. Certain types of activities, a list of which is approved by
the Cabinet of Ministers of the Republic of Belarus, may be exercised by an
enterprise only on the basis of a special permission (a license).
ARTICLE 4. Types of
enterprises In accordance with the forms of ownership, established by the Law
of the Republic of Belarus "On Ownership in the Republic of Belarus",
there may be the following types of enterprises: based on public ownership;
based on collective ownership; based on private ownership; based on joint
ownership; based on mixed forms of ownership. In the Republic of Belarus there
may be other types of enterprises, the formation of which does not contradict
the legislative acts of the Republic of Belarus.
`CHAPTER 2.
Organizational and legal forms of state-owned enterprises
ARTICLE 5. A
state-owned enterprise A state-owned enterprise shall be formed by the
administrative bodies of the Republic of Belarus, authorized to manage state
property, as well as through transfer of enterprises and other property
complexes from the Union subordination to the ownership of the Republic of
Belarus. Property of a state-owned enterprise shall be owned by the Republic of
Belarus and assigned to the state-owned enterprise by the right of possession,
use and disposal within the limits, established by the property owner and the
current legislative acts of the Republic of Belarus. A state-owned enterprise
shall be responsible for its obligations within the limits of its own assets.
The state and its bodies shall not be responsible for the obligations of a
state-owned enterprise. An enterprise shall not be responsible for the
obligations of the state and its bodies. A state-owned enterprise shall be a
legal person, have its own name showing its type.
`ARTICLE 6. A communal
enterprise A communal enterprise shall be formed by a local Soviet of Deputies
or its authorized local administrative bodies. Property of a communal enterprise
shall be owned by a territorial administrative entity and assigned by the
respective local Soviet of Deputies to the enterprise by the right of
possession, use and disposal within the limits, established by the property
owner and by the current legislative acts of the Republic of Belarus. A
communal enterprise shall be responsible for its obligations within the limits
of its own assets. Local Soviets of Deputies and local administrative bodies
shall not be responsible for obligations of a communal enterprise. A communal
enterprise shall not be responsible for obligations of local administrative and
management bodies. A communal enterprise shall be a legal person, have its own
name showing its type.
`
CHAPTER 3. Amalgamation
of enterprises
ARTICLE 7. Types of
amalgamations Enterprises may amalgamate (unite), on a voluntary basis, into
unions, economic associations, concerns and other amalgamations on industrial,
territorial or other principles for the purpose of coordinating their
activities, securing the protection of their rights, representing common
interests in relevant governmental and other bodies, as well as in
international organizations. By an agreed decision such amalgamation may be
charged to exercise centralized implementation of certain production, economic
and other functions. Amalgamations of enterprises may be also set up by
decision of the owner or a body authorized by him. The rights to administer the
constituent enterprises may be delegated to the amalgamation of this kind.
Keeping of the management body of the amalgamation is exercised on terms ed by
owner. Article 7 was supplemented after part 1 by a new part according to the
Law N 2131 of 27th of January 1993 ( Surpreme Soviet of the Republic of
Belarus's News, 1993, N.8, page 49). Such structures shall be formed with due
account of anti-monopoly requirements, established by relevant legislative acts
of the Republic of Belarus.
ARTICLE 8. Statute of
an amalgamation. Rights of enterprises, constituting an amalgamation. An
amalgamation shall act on the basis of its statute, adopted by its founders.
Enterprises, constituting organizational structures, mentioned in Article 7 of
this Law, shall retain their independence and rights of a legal person, and
shall be subjected to the present Law.
`ARTICLE 9.
Registration of an amalgamation An amalgamation shall be registered according
to the procedures, stipulated by the present Law for the enterprise. An
amalgamation shall be a legal person, have its current and other accounts in
bank institutions, and a seal with its name.`
ARTICLE 10. Splitting
of responsibilities of an amalgamation and its constituent enterprises An
amalgamation shall not be responsible for obligations of its constituent
enterprises, while the enterprises shall not be responsible for obligations of
the amalgamation, unless the statute or the organizing agreement states
otherwise. `
ARTICLE 11. Withdrawal
of an enterprise from an amalgamation Enterprises, constituting an
amalgamation, shall have the right to withdraw from it on a decision, taken by
its labour collective, retaining at the same time its liabilities to the
enterprises, constituting the amalgamation, in accordance with the agreements
concluded.`
`ARTICLE 12.
Liquidation of an amalgamation An amalgamation shall be liquidated on a
decision, taken by its constituent enterprises. An amalgamation shall be
liquidated in accordance with the procedures, established for liquidation of an
enterprise. Property, left after the liquidation of an amalgamation, shall be distributed
among its participants in accordance with the statute of the amalgamation.
CHAPTER 4. Laws on an
enterprise
ARTICLE 13. Laws on an
enterprise An enterprise shall act according to the present Law and other laws
of the Republic of Belarus. Legal status of some types of economic societies
and partnerships, which may include enterprises, shall be determined by
legislative acts on economic societies and partnerships. Relations, which are
not regulated by the laws of the Republic of Belarus, may be regulated by the
laws of the USSR.
ARTICLE 14. Specific
applications of the present Law to some types of enterprises Specific
application of the present Law to some types of enterprises, whose activities
are connected with higher work organization and safety requirements, continuous
technological processes, and the necessity of centralizing managerial
functions, as well as a list of such enterprises shall be determined by the
Cabinet of Ministers of the Republic of Belarus. `
ARTICLE 15. Specific
aspects of formation and operation of joint ventures Specific aspects of
formation and operation of joint ventures, involving physical and legal persons
of the Republic of Belarus, other Soviet Union republics and foreign states,
shall be established by the laws of the Republic of Belarus.`
`SECTION 2. `
Formation of an enterprise and the procedures for its
registration
CHAPTER 5. General
terms and conditions for forming an enterprise
ARTICLE 16. Procedures
for forming an enterprise An enterprise may be formed on a decision, taken by a
property owner (owners) or a body, duly authorized by it (them), or by an
enterprise an organization when and as specified by the present Law and other
legislative acts of the Republic of Belarus. An enterprise may also be formed
as a result of a breakdown in accordance with the anti-monopoly laws.
ARTICLE 17. Formation
of an enterprise, when a structural unit withdraws from an acting enterprise An
enterprise may be formed as a result of withdrawal from an acting enterprise of
one or several structural units with consent of the property owner or a body
duly authorized by it.
ARTICLE 18. Formation
of an enterprise on the basis of a structural unit of an amalgamation An
enterprise may be formed on the basis of a structural unit of an amalgamation
with consent of the property owner or a body duly authorized by it
ARTICLE 19. A founder
of an enterprise A founder of an enterprise may be the state represented by
relevant bodies, a physical or a legal person, a group of physical and/or legal
persons. The procedures of enterprise formation by state governmental bodies
are determined by the current laws of the Republic of Belarus Article 19
contains alterations according to the law of April, 23, 1992 N.1620 ( the
Surpreme Soviet of the Repuslic of Belarus's News, 1992, N.19, page 302) A
founder of an enterprise may be the state represented by the relevant bodies,
Council of Deputies, workers of the enterprise, a physical or a legal person,
an association of physical and legal persons, as well as foreign physical and
legal persons. An enterprise may be set up by one or several founders.
ARTICLE 20. Statute of
an enterprise An enterprise shall act according to its statute. The statute
shall be approved by the property owner or a body duly authorized by it. The
statute of an enterprise shall include the name of the property owner, the name
and the type of the enterprise, its location, objectives of its activities, a
list of its managerial bodies and their competence, the way of forming property
of the enterprise and terms and conditions of disposing of this property, the
way of allocation of its profits (incomes), terms and conditions of its
reorganization and liquidation. The statute may also include other provisions
that do not contradict the law and are connected with specific aspects of
activities of the enterprise.
ARTICLE 21. Formation
of subsidiaries and isolated units of an enterprise With the consent of the
property owner or a body authorized by it an enterprise shall have the right to
form subsidiaries with the right of a legal person by transferring to them part
of its property for possessing, using and disposing within the limits,
established by the owner of the property or a body duly authorized by it and by
current legislative acts of the Republic of Belarus. A founder shall not be
responsible for the obligations of its subsidiaries, while subsidiaries shall
not be responsible for the obligations of their founder, unless the enterprise
foundation documents envisage otherwise. An enterprise shall have the right to
form its affiliates, representations, branches and other isolated units with
the right to open relevant accounts, and shall adopt their statutes.
ARTICLE 22. Settling
the question of location of subsidiaries and isolated units an enterprise The
question of location of subsidiaries and isolated units of an enterprise shall
be settled with relevant local Soviets of People's Deputies according to the
procedures, established for the formation of an enterprise.
ARTICLE 23. Allotment of
land and other natural resources for the formation and operation of an
enterprise In cases, when a plot of land or other natural resources are needed
for the formation and operation of an enterprise, a permit for their use shall
be issued by a relevant Soviet of People's Deputies, provided there is a
positive ecological expertise conclusion; and in special cases, envisaged by
the legislative acts, - by a primary natural resources user, too. A refusal to
allot a plot of land and other natural resources may be appealed against
according to the procedures, stipulated by the legislative acts of the Republic
of Belarus.
ARTICLE 24. Acquisition
of the rights of a legal person by an enterprise An enterprise shall be
considered as having been formed and acquires the rights of a legal person as
of the day of its registration by the state.
CHAPTER 6. State
registration of an enterprise
ARTICLE 25. State
registration of an enterprise State registration of an enterprise shall be made
by local executive and managing bodies at the place, where the enterprise is
located, unless the legislative acts of the Republic of Belarus state
otherwise. Data of state registration of the enterprise shall be submitted by a
registering body, within a ten-day period, to the Ministry of Finance of the
Republic of Belarus and to the State Committee of the Republic of Belarus on
Statistics and Analysis, so that they are included into the state Registers of
the Republic of Belarus. It shall not be allowed for an enterprise, that is not
registered, to carry out its activities. Incomes, received from activities of
an unregistered enterprise, shall be recovered in a court or a state
arbitration and directed to a local budget.
ARTICLE 26. Documents,
required for state registration To arrange for the state registration of an
enterprise, it shall be necessary to submit to the local executive and managing
body the decision on its formation, its statute and other documents according
to the list, which is determined by the Council of Ministers of the Republic of
Belarus.
ARTICLE 27. The term
for state registration State registration of an enterprise shall not be made
later than 30 days after an application and all the necessary documents have
been submitted to the local executive and managing body . An applicant shall be
informed in a written form of a decision taken within a five-day period. The
keeper of the register shall make public the fact of the registration of the
enterprise in the official press.
ARTICLE 28.
Re-registration of an enterprise An enterprise shall be re-registered, when it
is sold, leased or transferred in another way, as envisaged by the law, to the
state, other physical or legal persons, or when the founding documents of an
enterprise are emended or appended. When an enterprise is re-registered, the
same rules shall be applied as in the case of its registration. Alterations and
appendixes in the founding documents of an enterprise shall be registered
according tj the procedures determined by the Cabinet of Ministers of the Republic
of Belarus.
ARTICLE 29. Motives for
refusing state registration Refusal to provide state registration for an
enterprise may be motivated by a violation of the procedures, established by
the legislative acts of the Republic of Belarus for the formation of an
enterprise, discrepancies between the founding acts (documents) and the
demands, envisaged by the legislation, or by the absence of a positive
conclusion on the part of a relevant ecological expertise. It shall not be
allowed to refuse state registration for an enterprise by the motive of its
inexpediency.
ARTICLE 30. Appealing
against a refusal for state registration If state registration of an enterprise
has not been made within the established period of time, or it was refused by a
motive, which the founder of the enterprise thinks unfounded, it may appeal to
a court or the State arbitration.
ARTICLE 31. Fees for
state registration The founder of an enterprise shall pay state registration
fees, the amount of which is established by the legislation of the Republic of
Belarus. The sums received shall be transferred by the local executive and
managing body Deputies to the budget of a region, a city (a town), a district
in a city (a town), where the enterprise is registered.
ARTICLE 32. Licensing
of activities To carry out the activities, which are subjected to licensing, an
enterprise shall acquire the necessary license according to the procedures,
established by the Cabinet of Ministers of the Republic of Belarus.
SECTION 3. Property of
an enterprise CHAPTER 7. Terms and conditions of the formation and use of
property
ARTICLE 33. Property of
an enterprise Property of an enterprise shall be composed of its fixed and
current assets, as well as of other valuables, whose cost is reflected in a
separate balance sheet of the enterprise.
ARTICLE 34. Property
rights of an enterprise According to the legislative acts of the Republic of
Belarus and the statute of an enterprise its property may belong to it by the
right of ownership, or by the right of possessing, using and disposing within
the limits, established by the property owner or a body authorized by it and
the current legislative acts of the Republic of Belarus.
ARTICLE 35. Sources for
forming the property of an enterprise Sources for forming the property of an
enterprise shall be: pecuniary and material contributions of its founders;
incomes, received from realization of products, work, services, as well as from
other types of economic activities; incomes from securities; credits of banks
and other creditors; capital investment and subsidies from budgets; gratuitous
or charitable contributions, donations from organizations, enterprises and
physical persons; other sources, which are not banned by the legislative acts
of the Republic of Belarus.
ARTICLE 36. Drawing in
means of legal and physical persons by an enterprise An enterprise shall have
the right to issue and realize securities, so as to draw in additional means
for expansion and improvement of production and for social development of its
labour collective. The procedures for issuing and realizing securities by an
enterprise, types of securities and rights of their holders shall be determined
by the legislation of the Republic of Belarus.
ARTICLE 37. Rights of
an enterprise to dispose of the property An enterprise shall have the right to
sell and transfer to other enterprises, organizations and institutions,
exchange, lease, lend free for temporary use buildings, installations,
equipment, transport means, tools, raw materials and other material valuables,
as well as to write them off their balance sheet, unless the legislation of the
Republic of Belarus or the statute of the enterprise state otherwise. An
enterprise shall have the right, unless the statute states otherwise, to sell,
lease to the citizens means of production and other material valuables, except
those, which cannot be owned or used by them in accordance with the legislative
acts of the Republic of Belarus. The state property shall be evaluated in
accordance with the procedures established by the legislation of the Republic
of Belarus. A state-owned enterprise can gratuitously transfer and provide its
property to the citizens, labour collectives and enterprises of other forms of
ownership, if the owner of the property or a body, authorized by him, has given
a permission, unless the legislation of the Republic of Belarus states
otherwise. In case an enterprise violates the procedures for the transfer,
provision, exchange or sale of the property, the above transactions can be
recognized by the court invalid.
CHAPTER 8. Possession
and use of natural resources
ARTICLE 38. Procedures
for the possession and use of natural resources An enterprise shall possess and
use land and other natural resources with payment according to the established
procedures, and in special cases, envisaged by the legislative acts of the
Republic of Belarus, on favorable terms or without payment.
ARTICLE 39.
Responsibility of an enterprise for taking nature protection measures An
enterprise shall be obliged to take timely nature protection measures, aimed at
reducing and compensating unfavorable effects of its production processes on
the natural sphere. Such measures shall be financed from its own resources or
other sources.
ARTICLE 40.
Responsibility of an enterprise for irrational use of natural resources An
enterprise shall be responsible for non-observance of requirements and norms of
rational use, rehabilitation and protection of lands, waters, subsoil, forests,
other natural resources, as well as shall compensate for the damage, caused by
its activities.
CHAPTER 9. Guarantees
of the property rights of an enterprise
ARTICLE 41. Guarantees
of the property rights of an enterprise The state shall guarantee the
protection of the property rights of an enterprise. The state shall not
expropriate from an enterprise its fixed and current assets or property, used
by the enterprise, except in the cases, envisaged by the legislative acts of
the Republic of Belarus.
ARTICLE 42.
Compensation of losses, caused to an enterprise by a violation of its property
rights Losses, that have been caused to an enterprise as a result of a
violation of its property rights by physical and legal persons, as well as by
state bodies, shall be compensated to the enterprise on a decision of a court
or the state arbitration.
SECTION 4.
Managing an enterprise
CHAPTER 10. General
principles for managing an enterprise
ARTICLE 43. Managing an
enterprise An enterprise shall be managed in accordance with the current
legislation and its statute on the basis of combined rights and interests of
its labour collective and of its property owner. The enterprise shall
independently determine its management structure and personnel, and establish
management expenses. A property owner shall exercise its rights for managing
the enterprise directly or through the bodies, authorized by it. A property
owner or the bodies, authorized by it, may fully or partially delegate these
rights to the managerial body of the enterprise (a council, a board, etc.),
envisaged in its statute. Specific aspects of management of enterprises of
certain types shall be regulated by relevant legislative acts of the Republic
of Belarus.
ARTICLE 44. Hiring
(appointing, electing) the head of an enterprise The right to hire (appoint,
elect) the head of an enterprise shall belong to its property owner, which
realizes this right directly or through the bodies, authorized by it, or
through a board of management of the enterprise, or through other bodies, which
have been delegated the rights to manage the enterprise.
ARTICLE 45. Procedures
for solving socioeconomical issues Solutions on socioeconomical issues, related
to the activities of an enterprise, shall be worked out and adopted by its
managerial bodies with the participation of its labour collective or the
bodies, authorized by it.
CHAPTER 11. The labour
collective of an enterprise, its powers
ARTICLE 46. The labour
collective of an enterprise The labour collective of an enterprise shall be
composed of all citizens, who participate in its activities by their work on
the basis of a labour contract (agreement), as well as of other forms, that
regulate labour relations between a worker and an enterprise.
ARTICLE 47. Powers of a
labour collective The labour collective shall solve the questions, related to:
buying out property of the enterprise; concluding a labour contract with the
management of the enterprise; examination of the draft contract and
authorization of its trade-union committee or other trade-union bodies to sign
it on behalf of the labour collective; election (recalling) of its
representatives to (from) a board of the enterprise; hears reports on their
activities; other issues of self-management of the labour collective in
accordance with the statute of the enterprise. The main form for exercising
powers of the labour collective shall be its general meeting (conference).
CHAPTER 12. A labour
contract
ARTICLE 48. Conclusion
of a labour contract The conclusion, fulfilment and cancellation of the labour
contract is exercised according to legislation. A labour contract shall be
concluded at all types of enterprises and should not contradict the current
legislation.
ARTICLE 49. Issues,
regulated by a labour contract A labour contract shall regulate production and
labour relations at an enterprise, including issues of labour protection,
social development of the collective and health of its members.
ARTICLE 50. Settlement
of differences arising while concluding or executing a lobour contract. If
differences arise when concluding or executing a labour contract, they shall be
settled according to the procedures, established by the legislative acts of the
Republic of Belarus.
CHAPTER 13. Board of
management of an enterprise
ARTICLE 51. Setting-up
a board of management of an enterprise The board of management of anenterprise
shall be formed according to the statute of the enterprise. The board of
management of an enterprise shall be composed of equal numbers of
representatives, appointed by the owner of the property of the enterprise or a
body authorized by it and elected by its labour collective respectively, unless
the statute of the enterprise states otherwise. The number of members of the
board of management of an enterprise shall be determined by its statute. The
board of management of an enterprise shall be set up for a time period,
specified in its statute.
ARTICLE 52. Employment
guarantees for members of the board of management of an enterprise Members of
the board of management of an enterprise, elected to it from the labour collective,
during the time of their powers can not be (at the initiative of the
administration) dismissed from the enterprise, or demoted in rank (salary), or
transferred to a lower paid job without the consent of the general meeting
(conference) of the labour collective, which elected them.
ARTICLE 53. Powers of
the board of management of an enterprise The board of management of an
enterprise shall: determine the general guide-line for socioeconomic
development of the enterprise; determine procedures for the distribution of its
net profit; on the advice of the head of the enterprise take decisions on
issuing securities of the enterprise, as well as on buying securities of other
enterprises and organizations; solve questions of the formation and liquidation
of subsidiaries and other isolated units of the enterprise, of joining and
leaving associations and amalgamations; take decisions, related to basic issues
of foreign economic activities of the enterprise; examine disputes between the
administration and the labour collective of the enterprise, and take measures
for solving them; solve other issues, envisaged by the statute of the
enterprise. The board of management of an enterprise shall solve issues within
its competence at its sittings. It shall not be allowed for the board of
management to interfere in administrative actions, taken by the administration.
The statute of an enterprise shall regulate rules of decision-making for the
board of management.
ARTICLE 54. Chairman of
the board of management of an enterprise. The chairman of the board of
management of an enterprise shall be elected at a sitting of the board of
management from its members by an open or a secret ballot.
CHAPTER 14. Head of an
enterprise
ARTICLE 55. Procedures
and terms of hiring (appointing, electing) a head. According to legislation in
force the head of an enterprise shall sign at least a two-year contract
(agreement), which specifies his rights, duties and responsibilities and
conditions of his maintenance (remuneration) and removal from his position with
due account of guarantees, envisaged by the current laws.
ARTICLE 56. Powers of
the head of an enterprise The head of an enterprise shall solve independently
all issues of enterprise's activities except those, which this Law and the statute
of the enterprise refer to the competence of the property owner or a body
authorized by it, the general meeting (conference) of the labour collective and
the board of management of the enterprise. The head of an enterprise, without a
power of attorney, shall act on behalf of the enterprise, represent its
interests at all enterprises, institutions and organizations, dispose of the
property and means (resources) of the enterprise within the rights established
by the property owner or a body authorized by it, conclude contracts including
labour contracts, issue warrants, open current and other accounts in banks,
approve management executives, issue orders and give instructions, that are
compulsory for all workers of the enterprise.
ARTICLE 57. Dismissal
of the head of an enterprise from his position The head of an enterprise may be
dismissed from his post before expiration of a contract (agreement) on the
grounds, envisaged by the contract (agreement) or the current laws.
CHAPTER 15. Deputy
heads of an enterprise, heads of its structural units
ARTICLE 58. Procedures
for appointing deputy heads of an enterprise, and heads of its structural units
The head of an enterprise shall appoint and remove his deputies, heads of
managerial units and structural units (production sections, shops, departments,
branches, bays, farms, other analogous units of the enterprise, or a structural
unit of an amalgamation), as well as foremen and senior foremen. In certain
cases, related to the specific character of an enterprise, its statute may
envisage other procedures for appointing deputy heads of the enterprise, heads
of its structural units.
ARTICLE 59. Procedures
for electing team-leaders Team-leaders shall be elected at the meetings of
team-members (by a secrete or an open ballot) and approved by the head of the
unit, which includes these teams. In certain cases, related to the specific
character of an enterprise, its statute may envisage other procedures for
appointing team-leaders.
ARTICLE 60. Binding
character of the decisions of deputy heads of enterprises, and those of heads
of units Decisions, taken by deputy heads of an enterprise, heads of its
structural units, or by foremen or team-leaders, shall be binding for all their
subordinates.
SECTION 5.
Economic and social activities of an enterprise
CHAPTER 16. Profit of
an enterprise
ARTICLE 61. Profit of
an enterprise Profit shall represent the main summary indicator of financial
results of economic activities for enterprises of all types.
ARTICLE 62. Net profit
and ways of its use Profit, which is left for an enterprise after taxes and
other payments to the budget have been paid (net profit), shall be fully put at
the disposal of the enterprise. An enterprise shall independently determine
ways of use of its net profit, unless the statute envisages otherwise. The
state shall influence the choice of the ways of use of the net profit through
taxes, tax privileges and economic sanctions.
ARTICLE 63. Transfer of
part of the net profit to the ownership of the enterprise labour collective
members. In cases, which are envisaged by the legislative acts of the Republic
of Belarus and the statute of the enterprise, part of the net profit shall be
transferred to the ownership of the members of the enterprise labour collective.
The amount of this profit and ways for its distribution shall be determined by
the board of management of the enterprise. The sum of the profit, which belongs
to a member of the labour collective, shall constitute his (her) share. For
this share a member of the labour collective may receive shares (stocks). An
enterprise shall annually pay to a member of its labour collective his per cent
(dividends) in the amount and according to the procedures, determined by the
statute of the enterprise. A member of the labour collective shall have the
right to receive the amount of his share (value of shares) according to the
procedures and within the period, determined by the statute of the enterprise.
CHAPTER 17. Labour
incomes of a worker of an enterprise
ARTICLE 64. Labour
incomes of a worker of an enterprise Labour incomes of each worker of an
enterprise, irrespective of its type, shall be determined by his (her) own
labour contribution with due account of the final results of the enterprise's
operation regulated by taxes and shall have no upper limits.
ARTICLE 65. Minimum
amount of remuneration of workers The minimum amount of remuneration of workers
of all types of enterprises shall be established by the legislative acts of the
Republic of Belarus.
ARTICLE 66. Forms,
systems and amount of labour remuneration Enterprises shall independently
establish forms, systems and the amount of labour remuneration, as well as
other types of incomes of its workers. Enterprises may use state-imposed
tariffs and salaries as a reference for differentiating remuneration of labour
depending on a trade, skills, complexity and conditions of work.
CHAPTER 18. Planning
the activities of an enterprise
ARTICLE 67. Basic
principles of planning An enterprise shall independently plan its activities
and determine development prospects, proceeding from the demand for its
products, work and services and from the necessity of production and social
development of the enterprise and of increasing personal incomes of its
workers. Its plans shall be based on contracts, concluded with consumers
(buyers) of its products, work, services, and suppliers of logistic resources.
ARTICLE 68. Fulfillment
of work and provision of supplies for state needs An enterprise shall fulfil
work and provide supplies for state needs on the contractual basis according to
the procedures, stipulated by the legislative acts of the Republic of Belarus.
ARTICLE 69.
Coordination of
specific measures by an enterprise when preparing its plans When planning and
exercising its economic activities, an enterprise, irrespective of its form of
ownership, shall coordinate with a relevant local Soviet of Deputies those
measures, which may cause ecological, social, demographic and other
consequences, affecting the interests of the population of the territory.
CHAPTER 19.Economic relations between an
enterprise and other enterprises, organizations and citizens
ARTICLE 70. Economic relations between an
enterprise and other enterprises, organizations and citizens Relations of an
enterprise with other enterprises, organizations and citizens in all spheres of
economic activities shall be based on contracts. Enterprises shall be free to
choose the object of a contract, determine obligations and any other terms and
conditions of economic relations, that do not contradict the legislation in
force.
ARTICLE 71. Limiting free realization of certain
types of products, work and services The list of certain types of products,
work and services, which cannot be freely used for one's own needs, or realized
or exchanged, shall be established by the legislation of the Republic of
Belarus.
ARTICLE 72. Relations between an enterprise and
a user (consumer) In its activities an enterprise shall take into account
user's (consumer's) interests, as well as its demands to the quality of
products, work and services. Interests and rights of the user (consumer) shall
be protected by the legislative acts of the Republic of Belarus.
CHAPTER 20. Procurement
ARTICLE 73. Procurement An enterprise shall
analyze the market conjuncture, possibilities of potential partners and price
movement data so as to organize procurement for its own production and capital
construction through purchasing resources at a market of commodities and
services. An enterprise shall purchase resources at a market of commodities and
services by means of direct contracts, or by means of wholesale trade,
including fairs, auctions and from procurement organizations, as well as from
other agencies. Logistic support for work and supplies for state needs shall be
exercised by bodies of the state contract system, which function as a state
agent. Procurement for enterprises of public organizations of invalids shall be
made from centralized republican resources.
CHAPTER 21. Prices and price formation
ARTICLE 74. Procedures for price formation An
enterprise shall realize its products, work and services, and industrial wastes
at prices and tariffs, established independently or on a contractual basis, and
in the cases, envisaged by the legislation of the Republic of Belarus, - at
state-imposed prices and tariffs. It shall be allowed for the state to regulate
prices for the products of enterprises, that have a monopoly position at the
market of commodities, as well as for the resources, which determine the scale
of prices and tariffs in the economy and the social protection of citizens.
ARTICLE 75. Responsibility of an enterprise for
violation of state-imposed prices and their limits and tariffs If an enterprise
violates state-imposed prices and their limits, and tariffs for its products,
work and services, the surplus amount shall be expropriated to the income of
the Republican budget. Besides, an enterprise shall be fined, according to the
procedures and in the amounts, established by the legislative acts of the
Republic of Belarus.
CHAPTER 22. Financial and credit relations
ARTICLE 76. Sources of formation of financial
resources of an enterprise Sources of formation of financial resources of an
enterprise shall be profits, depreciation deductions, means, gained from the
sale of securities, share and other contributions of members of a labour
collective, enterprises, organization, citizens, as well as other receipts.
ARTICLE 77. Use of a bank credit An enterprise
shall use a bank credit on a commercial contractual basis.
ARTICLE 78. Procedures for opening bank accounts
by an enterprise An enterprise shall have the right to open a current and other
accounts in any bank, so as to keep its pecuniary means and make all kinds of
payment, credit and cash operations.
ARTICLE 79. Procedures for making payment by an
enterprise All payments by an enterprise, including budgetary payments and
remuneration payments, shall be made according to a calendar order of receiving
payables (payments schedule). As a rule, an enterprise shall pay for its
obligations to other enterprises through bank institutions without using cash
(by written order). Payments in cash to enterprises and citizens shall be made
according to the rules of payment and cash operations.
ARTICLE 80. Products supply, work fulfillment
and service rendering by credit contracts. Responsibility of an enterprise for
compliance with credit contracts and payment discipline An enterprise may
supply products, fulfil work and render services on credit, for which buyers
(users) pay interest as in the case of loans. To arrange such trade operations
an enterprise may use bills. An enterprise shall be fully responsible for
compliance with credit contracts and payment discipline. An enterprise, that
repeatedly does not fulfil its payment obligations, may be declared bankrupt by
the bank. Measures and ways of their application in respect of such enterprises
shall be determined by banks in accordance with the legislative acts of the
Republic of Belarus.
CHAPTER 23. Foreign economic activities of an
enterprise
ARTICLE 81. Exercising foreign economic
activities An enterprise shall have the right to exercise independently foreign
economic activities in accordance with the current legislation.
ARTICLE 82. Currency receipts and deductions
Currency receipts shall be credited to currency accounts of an enterprise and
used by it independently. Currency deductions for the disposal of the Republic
and local Soviets of Deputies shall be made from currency receipts of an
enterprise after deducting direct currency expenses, made by the given
enterprise from its currency means. Rates of deductions for the benefit of the
Republic and local Soviets of Deputies shall be regulated by the legislative
acts of the Republic of Belarus. It shall not be allowed to make other types of
expropriation of currency means of an enterprise.
CHAPTER 24. Social activities of an enterprise
ARTICLE 83. Procedures for solving issues of
social development Issues of social development, including improvement of
conditions of labour, life and health, guarantees of compulsory medical
insurance of members of a labour collective and of their families, shall be
solved by the labour collective together with the administration of the
enterprise in accordance with the legislative acts of the Republic of Belarus.
ARTICLE 84. Providing safe labour conditions by
an enterprise An enterprise shall provide for all its employees safe labour
conditions and shall be responsible for the damage, caused to their health and
ability to work, according to the procedures, established by the legislation.
ARTICLE 85. Rights of pensioners, retired from
the enterprise, for social services and benefits Pensioners, who retired from
the enterprise, shall enjoy, like its employees, possibilities, available to
the enterprise, for medical care, housing and accommodation in
medicoprophylactic institutions, and - by a decision of a general meeting
(conference) of the collective - for other social services and benefits.
ARTICLE 86. Benefits for women, employed at an
enterprise An enterprise shall constantly improve conditions of labour and
living of its women employees; provide the women, having small children, with
work mainly during day shifts and with shortened working hours; transfer
pregnant women to easy work without hazardous conditions; as well as provide
women with other benefits, envisaged by the legislation. Enterprises with
hazardous labour conditions may arrange special shops and bays for providing
women with easier work, if there is consent from the labour collective.
ARTICLE 87. Social benefits for the workers of
an enterprise A labour collective shall independently arrange additional
leaves, reduced working days and other social benefits within its revenues,
assigned for consumption. An enterprise shall create conditions for employment
and professional training of persons under eighteen, and provide them with
benefits in accordance with the legislation of the Republic of Belarus.
ARTICLE 88. Material incentives for the workers
of institutions and organizations, servicing the labour collective of an
enterprise An enterprise may provide material incentives for workers of
enterprises, institutions and organizations, which service the labour
collective and are not part of it.
ARTICLE 89. Consideration of requests and
appeals of citizens to an enterprise Consideration of requests and appeals of
citizens on issues, related to the activities of an enterprise, and taking
relevant decisions shall be an exclusive responsibility of the administration
of the enterprise.
SECTION 6. An enterprise and the state
CHAPTER 25. Guarantees of rights and interests
of an enterprise
ARTICLE 90. Guarantees of rights and interests
of an enterprise The state shall guarantee the observance of rights and
legitimate interests of an enterprise. When carrying out economic and other
activities, an enterprise shall have the right to take, at its own initiative,
any decisions, that do not contradict the current legislation. It shall not be
allowed for the state, public or other bodies to interfere in economic and
other activities of an enterprise, unless it concerns the rights of the state
bodies to exercise control over the activities of an enterprise, which are
envisaged by the current legislation.
ARTICLE 91. Responsibilities of bodies of state
power and administration or of other bodies and of their officials for
violating the rights of an enterprise Bodies of state power and administration
and of public organizations and their officials, when taking decisions,
concerning an enterprise, and exercising their relations with it, shall be
responsible for the observance of the provisions of this Law. Bodies of state
power and administration and management, and of public organization and their
officials may give orders to an enterprise only within their competence,
established by the legislation. When such bodies or officials issue an act,
that does not correspond to their competence or to the requirements of the
legislation, an enterprise shall have the right to appeal to a court of justice
or to the state arbitration for them to recognize such an act invalid. Losses,
caused to an enterprise as a result of the fulfillment of orders, issued by
bodies of state power and administration and management and of public
organizations and their officials, which violated the rights of the enterprise,
as well as losses, caused by improper exercising by such bodies or their
officials of their obligations towards the enterprise, as envisaged by the law,
shall be compensated by these bodies. Disputes, concerning compensation of
losses shall be solved by a court of justice or the state arbitration in
accordance with their competence.
ARTICLE 92. Guaranteeing by the state of legal
and economic conditions for carrying out economic activities of an enterprise
The state shall guarantee to an enterprise, irrespective of its form of
ownership, equal legal and economic conditions for its activities. The state
shall facilitate the development of the market, regulating it by means of
economic levers and incentives, implement anti-monopoly measures, provide
social protection of the working people. The state shall create favorable
conditions for enterprises, that carry out technical modernization of their
production, and above all, for those, which introduce into their practice
discoveries, inventions and innovations. Bodies of state management shall
arrange their relations with an enterprise through the use of economic levers:
interest on loans and investment, incomes from securities, prices and taxes,
tax benefits and economic sanctions, special grants and subsidies, currency
exchange rates, depreciation deduction rates, social, ecological and other
standards and norms. When the Supreme Soviet of the Republic of Belarus
declares the state of emergency, an enterprise shall be obliged to fulfil the
orders of the Government of the Republic of Belarus.
CHAPTER 26. Accountancy and reporting
ARTICLE 93. Accountancy and reporting of an
enterprise An enterprise shall carry out operative reporting and accountancy of
its operations, and provide statistical reports.
ARTICLE 94. Procedures for presenting
statistical reports Forms of state statistical reports shall be established by
the bodies of state statistics and include only actual data, as well as
addresses and timing for their presentation. It shall be banned to demand
statistical reports with violations of the procedures, established by the
present Law. Data, that are not envisaged by the state statistical reports, may
be presented by an enterprise on a contractual basis or according to the
procedures, stipulated by the legislation of the Republic of Belarus.
ARTICLE 95. Responsibility for misrepresenting
of the state statistic reports Officials of an enterprise shall bear
disciplinary, material and criminal responsibility for misrepresentation of the
state statistical reports, as stipulated by the legislation.
CHAPTER 27. Commercial secret of an enterprise
ARTICLE 96. Definition of a commercial secret A
commercial secret of an enterprise shall be data, that are not state secrets,
and that are related to production, technology information, management, finance
and other activities of the enterprise, and letting out (transfer, leakage) of
which may be detrimental to its interests.
ARTICLE 97. Procedures for determining the composition
and the volume of data, constituting a commercial secret The composition and
the volume of data, that constitute a commercial secret, and the way of their
protection shall be determined by the head of an enterprise in accordance with
the legislation of the Republic of Belarus. Officials of state bodies
authorized to audit activities of an enterprise shall have the right to learn,
in accordance with their competence, data constituting a commercial secret of
the enterprise, provided they are responsible for letting out said data.
ARTICLE 98. Responsibility for letting out data,
constituting a commercial secret Responsibility for letting out data,
constituting a commercial secret of an enterprise, and violating the procedures
of protection of such data, shall be determined by the legislative acts of the
Republic of Belarus.
CHAPTER 28. Responsibilities of an enterprise
ARTICLE 99. Responsibilities for violation of
rules of carrying out economic activities For conducting activities demanding
specific permission (lisence)without it an enterprise shall be fined and devoid
of profits acquired from this sort of activity. The profit shall be directed to
the Republican budget. For violation of contractual obligations, credit
repayment and tax discipline, requirements placed on the quality of products,
as well as for violations of other rules of carrying out economic activities an
enterprise shall bear full responsibility by its property, as stipulated by the
current legislation. Payment of fines and forfeits for violations of
contractual terms and conditions, as well as compensation for the losses caused
shall not free an enterprise, without the consent of the user, from the
fulfillment of its obligations for supplying products, doing work and rendering
services.
ARTICLE 100. Responsibilities for violations of
rules of the use of nature, production safety rules, sanitary and hygienic
norms and requirements An enterprise shall be liable to compensate for the
damage, caused as a result of nonobservance of requirements for rational use of
land and other natural resources, for protection of the environment from
pollution and other hazardous effects, by violations of production safety
rules, sanitary and hygienic norms and requirements for the protection of health
of its workers, as well as shall pay a fine in the amount established by the
legislation. Activities of an enterprise, violating the established rules of
the use of nature, may be suspended according to the procedures, stipulated by
the legislative acts of the Republic of Belarus, until the above violations
have been eliminated.
CHAPTER 29. Enterprise supervision
ARTICLE 101. Auditing of financial and economic
activities of an enterprise Comprehensive auditing of financial and economic
activities of an enterprise may be made at the initiative of the property
owner, but with a minimum interval of one year. The results of the auditing
shall be reported to the enterprise.
ARTICLE 102. Supervision of specific activities
of an enterprise Tax and other state bodies, that are made responsible by the
legislative acts of the Republic of Belarus for supervising specific activities
of an enterprise, may carry out such supervision when necessary and strictly
within their competence. An enterprise shall have the right to neglect demands
of these bodies, related to the issues, which are not within their competence,
and to withhold materials, that are not related to the object of the
supervision. The results of the inspections shall be reported to the
enterprise. Enterprises, organizations, institutions and public unions, which
have organized their cooperatives, shall exercise financial supervision of
their activities.
CHAPTER 30. Relation between an enterprise and
bodies of state administration and local self-government
ARTICLE 103. Relations between an enterprise and
bodies of state administration and self-government Relations between an
enterprise and bodies of state administration and local self-government shall
be arranged in accordance with the present Law and other legislative acts of
the Republic of Belarus, which establish the competence of these bodies.
ARTICLE 104. Participation of an enterprise in
forming nonbudgetary special financial funds An enterprise shall have the right
to participate, on a strictly voluntary basis, in formation of nonbugetary
special financial funds of the Republic and of the local Soviets of Deputies.
ARTICLE 105. Participation of an enterprise in a
complex economic and social development of the territory An enterprise shall
participate in operations to implement the complex economic and social
development of the territory, carried out by the local Soviet of Deputies using
the means of the local budget. On a decision of the local Soviet of Deputies or
of another state body an enterprise shall create from the means, provided by
the above bodies, additional jobs, including specialized jobs for persons with
limited ability to work, for employing citizens, who receive additional
employment guarantees from the state.
SECTION 7. Liquidation and reorganization of an
enterprise
CHAPTER 31. Terms and conditions of liquidation
and reorganization of an enterprise
ARTICLE 106. Terms and conditions of liquidation
and reorganization of an enterprise Activities of an enterprise may be
terminated by means of its reorganization or liquidation. Liquidation and
reorganization (merging, association, breakdown, separation, reformation) of an
enterprise shall be done on a decision of its property owner or of a body,
authorized to form such enterprises, or by a decision of a court of justice or
the state arbitration. Reorganization of an enterprise, that may cause
ecological, social, demographic and other consequences, affecting the interests
of the population of the territory, shall be coordinated with a relevant local
Soviet of Deputies. An enterprise shall be liquidated also in the following
cases: when it is declared bankrupt; if a decision has been taken to ban the
activities of an enterprise due to noncompliance with terms and conditions,
established by the legislation, and it has not been able to comply with the
above terms and conditions or change the type of its activities within the time
period, established by the decision; if a court of justice has decided that the
founding acts on the formation of the enterprise are invalid; on other grounds,
stipulated by the legislative acts of the Republic of Belarus. An enterprise
shall be deemed as reorganized or liquidated as of the day, it is excluded from
the state Register of the Republic of Belarus.
ARTICLE 107. Guaranteeing rights of the workers
dismissed When an enterprise is reorganized or liquidated, the rights and
interests of the workers dismissed shall be guaranteed in accordance with the
current legislation.
ARTICLE 108. Reorganization (merging, association,
breakdown, separation, reformation) of an enterprise In the case, when an
enterprise is merged with another enterprise, all property rights and
obligations of each of them shall be transferred to an enterprise, formed as a
result of merging. When an enterprise is associated to another enterprise, the
latter shall receive all property rights and obligations of the associated
enterprise. In the case of a breakdown of an enterprise the new enterprises,
formed as a result of this breakdown, shall receive the property rights and
obligations of the reorganized enterprise in accordance with the act of
breakdown (balance sheet) and in relevant parts. When one or more new
enterprises are separated from an enterprise, each of them shall receive
property rights and obligations of the reorganized enterprise in accordance
with the act of separation (balance sheet) and in relevant parts. When one
enterprise is reformed into another enterprise, the newly formed enterprise
shall receive all property rights and obligations of the prior enterprise.
ARTICLE 109. Liquidation commission Liquidation
of an enterprise shall be carried out by a liquidation commission, organized by
the body which has taken a decision on its liquidation. On its decision
liquidation may be carried out by the enterprise itself, represented by its
body of management. A body, authorized to form enterprises, that has taken a
decision on the liquidation of an enterprise, shall establish the procedures
and the timing for the liquidation, as well as the timing for creditors to make
their claims, that shall constitute at least two months from the day, when
liquidation was announced. A liquidation commission or another body, that
carries out the liquidation of an enterprise, shall report about this within
ten days to the Ministry of Finance of the Republic of Belarus and to the State
Committee of the Republic of Belarus on Statistics and Analysis for excluding
the enterprise from respective state registers of the Republic of Belarus, and
make an official press publication in the area where the enterprise is located
about its liquidation and about the procedures and the timing for creditors to
make their claims. Together with this publication a liquidation commission or a
body, that carries out the liquidation, shall do the necessary work, so as to
recover receivables and disclose claims of creditors and inform the latter
about the liquidation of the enterprise. A liquidation commission or body, that
carries out the liquidation, shall estimate the value of the property, owned by
the enterprise, being liquidated, settle with its creditors, compile a
liquidation balance sheet and submit it to the property owner or the body,
which has appointed the liquidation commission.
CHAPTER 32. Meeting claims of creditors
ARTICLE 110. Procedures for meeting claims
Claims of creditors to an enterprise, being liquidated, shall be met with the
property of this enterprise. In so doing, priority shall be given to budgetary
debts and compensation of expenses, incurred for the recultivation of the
lands, that were used by the enterprise, being liquidated. Claims, disclosed
and made after the expiration of the time, determined for such claims, shall be
met with the property of the enterprise, which was left after meeting priority
claims, disclosed claims, and claims, made in due time. Claims, that have not
been met due to lack of property, shall be deemed as covered. Claims, that have
not been recognized by a liquidation commission or a body, carrying out the
liquidation, shall be deemed as covered, if creditors, within one month from
the day they received a notice of full or partial non-recognition of their
claims, have not presented claims to a court of justice or the state
arbitration to have their demands met.
ARTICLE 111.- Excluded
ARTICLE 112.-Excluded
ARTICLE 113. Assignment of rights of an
enterprise, being reorganized When an enterprise is being reorganized, its
rights and liabilities shall be assigned to its assignees.
DECREE OF THE SUPREME SOVIET OF THE REPUBLIC OF
BELARUS
On the entry into force of the Law of the
Republic of Belarus
"On Enterprises in the
Republic of Belarus"
of 14 December 1990 Minsk The Supreme Soviet of
the Republic of Belarus decrees the following:
1. The Law of the Republic of Belarus "On
Enterprises in the Republic of Belarus" enters into force as of 1 January
1991; the second part of Article 70 for state-owned enterprises enters into
force as of 1 January 1992.
2. Until the legislation of the Republic of
Belarus has been brought into conformity with the Law of the Republic of
Belarus "On Enterprises in the Republic of Belarus", the current
legislation shall apply, unless it contradicts this Law; Until the legislative
acts, regulating the issues of destatization, have been adopted, it is not allowed
to change the status of a state-owned enterprise.
3. The Council of Ministers of the Republic of
Belarus is charged to: by 1 January 1991, ensure that the ministries, state
committees and departments of the Republic of Belarus review and annul the standard
acts, that contradict the above Law; by 1 February 1991, work out and submit to
the Supreme Soviet of the Republic of Belarus the procedures for the delegation
of the rights of the property owner of a state-owned enterprise to the boards
of management of these enterprises; by 1 March 1991, establish the list of
types of economic activities, which require a permit (a license), as well as
the procedures for acquiring licenses by enterprises; work out and adopt the
list of types of products, work and services, which enterprises cannot freely
use for their own needs, realize or exchange; by 1 June 1991, submit to the
Supreme Soviet of the Republic of Belarus proposals on making the current
legislative acts of the Republic of Belarus correspond to the Law of the
Republic of Belarus "On Enterprises in the Republic of Belarus"; make
the decrees and orders of the Government of the Republic of Belarus correspond
to this Law; ensure the re-registration of the enterprises, which began their
activities before the Law of the Republic of Belarus "On Enterprises in
the Republic of Belarus" has entered into force.