Temporary external management of commercial organizations has been introduced in the Republic of Belarus. Whom does it concern?
On January 6, 2023, the Law of January 3, 2023 No. 239-Z "On issues of transfer to temporary external management" (hereinafter – the Law) was officially published at the national legal Internet portal officially.
The Law shall come into effect on January 16, 2023.
Who can get under temporary external management
In order to exclude unjustified termination of their activities, causing damage to their labor collectives, commercial organizations (for example, JSC, CJSC, LLC, SLC, private enterprises) may be subject to temporary external management if their property owners (stockholders, shareholders) are persons from foreign states.
Please note that:
- property owners (stockholders, shareholders) of such organizations can be from any foreign states, not only from "unfriendly" states;
- property owners (stockholders, shareholders) of such organizations can be any persons from foreign states not only foreign citizens or foreign organizations;
- only commercial organizations can be subject to temporary external management;
- the share of participation is irrelevant for appointment of external management.
Who can get under temporary external management
In order to exclude unjustified termination of their activities, causing damage to their labor collectives, commercial organizations (for example, JSC, CJSC, LLC, SLC, private enterprises) may be subject to temporary external management if their property owners (stockholders, shareholders) are persons from foreign states.
Please note that:
- property owners (stockholders, shareholders) of such organizations can be from any foreign states, not only from "unfriendly" states;
- property owners (stockholders, shareholders) of such organizations can be any persons from foreign states not only foreign citizens or foreign organizations;
- only commercial organizations can be subject to temporary external management;
- the share of participation is irrelevant for appointment of external management.
Who makes the decision on temporary external management
Regional executive committees, Minsk city executive committee.
Term of temporary external management
Up to 18 months. This time begins to run from the date of the decision on temporary external management.
Cases of temporary external management
- if the management of a commercial organization by executive and (or) other management bodies is actually terminated;
- if the executive and (or) other management bodies of a commercial organization carry out economically unjustified actions that may lead to a) the actual termination of activities, b) liquidation and (or) bankruptcy of such a commercial organization, c) damage to the commercial organization.
List of such cases (determined by the Council of Ministers of the Republic of Belarus) is open.
Authority of the temporary manager
- the temporary manager receives the authority of the executive and other management bodies of organizations, that is, the authority of the director, the general meeting of shareholders (stockholders), the board of directors (supervisory board). The powers of the management bodies and the employees of such bodies are suspended.
- the temporary manager can make major transactions by organizations and transactions in which there is an interest of affiliated persons only based on the prior written consent of the state body that made the decision on temporary external management to carry out such transactions.
Exception
The temporary manager does not have the right to make decisions on the reorganization and liquidation of the organization.
Also, on January 6, 2023, the Law of January 3, 2023 No. 240-Z "On the seizure of property" was officially published on the national legal Internet portal, which applies to stocks and shares of commercial organizations. You can find more about the changes here .
