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Procedure NameState Registration Of a Legal Entity
Description

Category

Registration

Responsible Agency       

Name: General Authority of State Registration

Address: Ulaanbaatar 13380, Bayanzurkh district,

1st khoroo,

Denver street, Golden Will town,

Bank of Mongolia D-building

E-mail: contact@burtgel.gov.mn

Web: burtgel.gov.mn

Phone: (+976) 1800-1890

Legal base of the Procedure

 

Fee

Registration of Limited Liability Company

Confirmation of the Legal entity name:500 MNT to be paid at Golomt Bank 1401001101

Stamp duty: 44000 MNT to be paid at Golomt bank 1401002649

 

Registration of Subsidiary or Representative Office

  • Payment of state stamp duties of Subsidiary or representative office of legal entity of a home country ;20000 MNT to be paid at Golomt bank 1401002649/
  • Certificate of Subsidiary or representative office; 5000 MNT to be paid at Golomt bank 1401001101/
  • Payment of state stamp duties of a representative office of a foreign country: 1.100.000 MNT to be paid at Golomt bank 1401002649

 

Registration of Foreign-invested enterprise

  • Payment of state stamp duties; 750000 MNT to be paid at Golomt bank 1401002649
  • Confirmation of name; 500 MNT to be paid at Golomt Bank 1401001101

 

Registration of inter-governmental organizations founded under international treaties and their representative offices

 

Confirmation of name; 500 MNT to be paid at Golomt Bank 1401001101

Stamp Duties: 44000 MNT to be paid at Golomt bank 1401002649

Process Time

Foreign investment within 5 working days and other legal entities within 2 working days

 

Required Documents

Required Documents for Registration of Limited Liability Company

No.

Type of Information

Note

 

1

 

UB-03 Application Form and UB-12 Application Form

Available at

 www.burtgel.gov.mn/service/ or from the state registrar

2

Confirmation of legal entity’s name

  • Send name online (www.burtgel.gov.mn/service) to get checked and get an answer
  • The founder or an accredited person (with ID) visits in person and receives a name confirmation page. 
  • /500 MNT to be paid at Golomt Bank 1401001101/

3

Receipt of payment of state stamp duties

  • Payment of state stamp duties paid at the bank or with Visa card at the service window.
  • /44000 MNT to be paid at Golomt bank 1401002649/ 
  •  At the local level, it is transferred to the local budget revenue account

 

 

 

 

 

 

 

4

 

 

 

 

 

 

 

Decision (resolution) of the founder(Company shall be registered within  30 days after the founding resolution.)

In the decision (resolution) of the founder:

  • Establishment of the company,
  • Address, telephone number  and type of the activity (should mention the area of activity which does not require a license)
  • Amount of share capital, nominal price and number of shares,
  • Appointment of an executive director, and his/her given name, surname and registration number

/the founder can be the executive director/

  • Approval of the charter in the appendix
  • Decision (resolution) and charter shall be signed by the founder.

If the company has Board of Directors:

 

  • The members of the Board of directors should be chosen. The members’ given name, surname and registration numbers shall be written.
  • The board shall issue a resolution to elect the chairman, which shall be signed by the members of the board 

If the founder is a company:

  • Decision (resolution) to establish a subsidiary/dependent  company shall be issued, signed and certified by the shareholders.
  • A copy of the head company's certificate and charter.

If the founder  is  company, shareholders of head company should make decision about the foundatio and charter should be approved.

 

5 Company charter (2 copies) Article 16.2 of Company law should be reflected  in company charter and approved by founders’ signature.
6 Copy of passport

Copy of the ID, if the authorized person is  the  founder, executive  director, board member and a foreign citizen.

7 Verification document of legal entity’s address

Copy of property certificate or rental agreement. The founder could register by home address.

8 Verification document, if there is equity

Receipt of cash deposit in the company's  account  /account statement/ (There Cutis no maximum or  minimum  limit for the equity.)

Applicant should be:

  • Executive body
  • Founder /one of the founders/
  • Official entitled to represent without trust
  • Other persons authorized with trust

 

 Required Documents for Registration of Subsidiary or Representative Office

No.

Type of Information

Note

 

1

UB-05 Application Form – Subsidiary or Representative office of legal entity

UB-12 Application Form – Representative office of a foreign country

Available at

 www.burtgel.gov.mn/service/ or from the state registrar

2

Receipt duties of payment of state stamp

  • Payment of state stamp duties of Subsidiary or representative office of legal entity of a home country

/20000 MNT to be paid at Golomt bank 1401002649/

  • Certificate of Subsidiary or representative office /5000  MNT to be paid at Golomt bank 1401001101/
  • Payment of state stamp duties of  a representative office of a foreign country /1.100.000 MNT to  be paid at Golomt bank 1401002649/

3

State registration certificate

  • In the State registration certificate of a legal entity, a note on the establishment of a subsidiary or representative office shall be made.
  • If the founder is a foreign legal entity, a copy of the  certificate  and charter / 29.4 of the Civil  Code /

4

Decision (resolution)

In the resolution:

  • Establishment of a subsidiary or representative office,
  • Appointment of administration,
  • Address and telephone number of the subsidiary or representative office,
  • Approval of the work procedure in the appendix

 

 

 

5

 

 

 

Regulations

The regulations should include the address, telephone number and activities of the subsidiary or representative office.

The Civil code:

  1. Subsidiary shall be a special unit located in place other than the legal entity’s business place, which assumes fully or partially its major functions.
  2. A representative office shall be a unit located in a place other than

 

 

the legal entity’s business place, obligated to defend legitimate interests and conclude transactions, or take other actions on behalf of the legal entity.

6

 

Copy of passport

Copy of the passport, if the administrative person is a foreigner.

7

 

Verification document of legal entity’s address

Copy of property certificate or rental agreement. The founder could register by home address.

 

 

 

8

 

 

 

 

Tax authority’s statement

Law on State registration of legal entities:

10.6. In case that the information on beneficial owner specified in Paragraph 10.1.14 of this Law is changed, state registration authority shall register this change on  the basis of tax authority’s statement on the relevant tax payment.

 

APPLICANT SHOULD BE:

 

  • Executive body
  • Founder /one of the founders/
  • Official entitled to represent without trust
  • Other persons authorized with trust

 

Required Documents for Registration of Foreign-invested enterprise

 

No.

Type of Information

Note

1

Complete UB-03 application form

Available at www.burtgel.gov.mn/service/ or from the state registrar

 

 

 

2

 

 

 

Confirmation of legal entity’s name

  • Send  name online (www.burtgel.gov.mn/service) to get checked and get an answer
  • The founder or an accredited person (with ID) visits in person and receives a name confirmation page.
  • /500 MNT to be paid at Golomt Bank 1401001101/

 

 

 

3

 

 

 

Receipt of  payment of state stamp duties

  • Payment of state stamp duties paid  at  the bank or with Visa card at the service window.
  • /750000 MNT to be paid at Golomt bank 1401002649/
  • At the local level, it is transferred to the local budget revenue account.

 

 

In the decision of the founder:

 

 

 

 

 

 

4

 

 

 

 

 

 

Decision (resolution) of the founder (To be registered in the state registration    within   30   days   of confirmation of     legal entity’s name)

  • Establishment of an enterprise,
  • Address and telephone number of the foreign-invested enterprise,
  • Amount of share capital, nominal price and number of shares,
  • Appointment of an executive  director, and his/her given name, surname and registration number /the founder can be the executive director/
  • Approval of the charter in the appendix
  • Decision (resolution) and charter  shall  be signed by the founder.

 

 

 

If the founder is a company:

  • The decision (resolution) to establish a subsidiary company shall be made, signed and certified by the shareholders.
  • Copy of a head company's  certificate and charter

 

 

5

 

Charter

Charter in Mongolian language  /2  copies/, in foreign language /1 copy/

 

 

6

 

Contract

If there are 2 or more founders, a cooperation contract shall be made and notarized. (in Mongolian language  /2 copies/, in foreign language /1 copy/)

 

 

According to Article 3.1.5 of the Investment Law, the amount of investment made by each foreign investor must be more than

7 Verification document, if there is equity

USD 100,000 or its equivalent.

 

A bank statement confirming the transfer of monetary assets from abroad, an account statement, a customs declaration, and a certificate issued by the  competent authority, if a foreign investor is investing in monetary assets, cash, movable property, and intellectual property.

8 Verification document of legal entity’s address Attach verification document of legal entity’s address
9 Copy of passport

Copy of the passport, if the authorized person is a foreigner.

(If the document is in foreign language, it shall be translated into Mongolian language and notarized. If the document is committed in a foreign country, it must be certified by a Consulate or Diplomatic Mission.)

 

APPLICANT SHOULD BE;

  • Executive body
  • Founder /one of the founders/
  • Official entitled to represent without trust
  • Other persons authorized with trust

 

Required Documents for Registration of inter-governmental organizations founded under international treaties and their representative offices

 

No.

Type of Information

Note

1

Complete UB-03 application form

Available at www.burtgel.gov.mn/service/ or from the state registrar

2

Confirmation of legal entity’s name

  • Send name online (www.burtgel.gov.mn/service) to get checked and get an answer
  • The founder or an accredited person (with ID) visits in person and receives a name confirmation page.
  • 500 MNT to be paid at Golomt Bank 1401001101

 

 

 

3

 

 

 

Receipt of  payment of state stamp duties

  • Payment of state stamp duties paid  at  the bank or with Visa card at the service window.
  • /44000 MNT to be paid at Golomt bank 1401002649/
  • At the local level, it is transferred to the local budget revenue account.

4

Contract

Copy of legally effective contract

 

5

 

Decision (resolution)

In the decision (resolution) of the founding authority:

  • Establishment    of    the representative office,
  • Appointment of administration,
  • Address and telephone number of the representative office,
  • Approval of representative office charter in the appendix

6

Charter

(Mongolian language /2  copies/, in foreign language /1 copy/)

The charter should include the address, telephone number and activities of the representative office.

 

 

7

 

Written consent of competent authority

Official letter from State central administrative organ in charge of foreign affairs on identifying the inter-governmental organization

8

Copy of passport

Copy of the passport, if the administrative person is a foreigner.

 

9

Verification document of legal entity’s address

Copy of  the  certificate of immovable property and lease agreement.

 

APPLICANT SHOULD BE:

  • Executive body
  • Founder /one of the founders
  • Official entitled to represent without trust
  • Other persons authorized with trust

 

Process Steps

Step1

The Applicant submits the proposed legal entity name online (www.burtgel.gov.mn/service) to get confirmed by the General Authority of State Registration (if applicable)

Step2

The Applicant pays the fee for Confirmation page at Golomt Bank 1401001101

Step3

The founder or an accredited person (with ID) visits in person and receives a name confirmation page

Step4

Applicant Submit the applications with the required documents to the General Authority of State Registration

Step5

General Authority of State Registration review the application and the attached documents submitted.

Step6

If approved, shall send applicant a notification in paper or electronic.

If state registration authority denies to register legal entity, the grounds for denying shall be indicated in the notification

Step7 Issues the state registration Certificate

NOTE:

1. Applicant may re-apply for state registration after the grounds for denying registering in state registration.
2. Online applicant shall submit the necessary original documents to state registration authority within 5 working days after the date of receipt of the notification on state registration.
 

 

CategoryProcedure

The following form/s are used in this procedure
TitleDescriptionCreated DateUpdated DateIssued By
Application to Register a Newly Founded Legal Entity in State registration 14-12-202014-12-2020The General Authority for State RegistrationThis is Dowload File
Application to Register Reorganized Legal Entity in State registration 14-12-202014-12-2020The General Authority for State RegistrationThis is Dowload File
Application to Register changes in Legal Entity’s information in State registration 14-12-202014-12-2020The General Authority for State RegistrationThis is Dowload File
APPLICATION ON REGISTRATION OF BENEFICIAL OWNER(S) IN STATE REGISTRATION14-12-202014-12-2020The General Authority for State RegistrationThis is Dowload File
This procedure applies to the following measures
NameMeasure TypeAgencyDescriptionCommentsLegal DocumentValidity ToMeasure Class
Requirements to Register a Legal EntityRegistration RequirementThe General Authority for State Registration The purpose of this measure is to regulate relations with respect to state registration of foundation, reorganization and dissolution of legal entities, changes in their information, issuance of references to citizens, legal entities, competent authorities and officials, as well as maintenance of state registration of legal entities This is a general Measure therefore this is not linked to any commodities.Law On State Registration Of Legal Entities31-12-9999Good