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Law On State Registration Of Legal Entities

Summary

The purpose of this Law 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.

Updated on : 11-12-2020

 

 

Law Of Mongolia

 

June 21, 2018                                                               Government palace, Ulaanbaatar city

             This Law shall come into force on the effective date of  the General Law on State Registration /Revised Edition/. 
 
ON STATE REGISTRATION OF LEGAL ENTITIES

/Revised Edition/ 
 
CHAPTER ONE GENERAL PROVISIONS 
 

 

 

 

Article 1. Purpose of the Law

1.1. The purpose of this Law 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. 

 

                                                         CHAPTER FOUR STATE REGISTRATION OF NEWLY FOUNDED LEGAL ENTITY      
 
Article 12. Registration Period for State Registration 
 
12.1. Unless otherwise provided by laws, state registration authority shall decide whether to register legal entities with foreign investment within 5 working days and other legal entities within 2 working days after the receipt of the documents specified in Paragraphs 16.1, 16.2 and 16.3 of this Law, and shall send applicant a notification in paper or electronic form. 
 
12.2. If state registration authority denies to register legal entity in accordance with Paragraph 12.1 of this Law, the grounds for denying shall be indicated In the notification. 
 
12.3. Applicant may re-apply for state registration after the grounds for denying registering in state registration specified in Paragraph 12.2 of this Law have been rectified. 
 
12.4. Online applicant shall submit the necessary original documents specified in Paragraphs 16.1, 16.2 and 16.3 of this Law to state registration authority within 5 working days after the date of receipt of the notification on state registration in accordance with Paragraph 12.1 of this Law. 
 
Article 13. Confirmation of Legal Entity’s Name 
 
13.1. In case of foundation or reorganization or change of legal entity’s name, a founder, governing body of legal entity or other person authorized by trust shall apply to state registration authority with request to confirm a name, regardless of its territorial jurisdiction. 
 
13.2. The person referred to in Paragraph 13.1 of this Law may personally or electronically apply with request to confirm a name. 
 
13.3. State registration authority shall confirm a legal entity’s name which meets the following general requirements in addition to those set forth by the procedure referred in Article 27 of the Civil Code and Paragraph 13.7 of this Law: 
 
13.3.1. Name should be expressed in Cyrillic alphabet; 
 
13.3.2. Name should not be prohibited by other laws. 
 
13.4. Application to register a newly founded or reorganized legal entity shall be submitted by applicant to state registration authority within 30 days from the date of confirmation of legal entity’s name. 
 
13.5. The period provided in Paragraph 13.4 of this Law may be extended up to 60 
days. 

 9 
 
 
13.6. If an application to register legal entity has not been submitted within the period specified in Paragraphs 13.4 and 13.5 of this Law, the confirmation of legal entity’s name shall become invalid, and in this case a name request for legal entity may be re-applied in accordance with this Law. 
 
13.7. Procedures on applying with request by citizens and legal entities to confirm legal entity’s name and its requirements, restrictions and name confirmation shall be approved by the Government on the basis of the proposal of a Government member in charge of state registration. 
 
13.8. After 30 days since state registration of dissolution or change of legal entity’s name, the relevant name shall be provided to citizen and legal entity that applied with request to confirm a name. 
 
Article 14. Application to Register a Newly Founded Legal Entity in State registration 
 
14.1. Applicant shall submit an application to register a newly founded legal entity to state registration authority. 
 
14.2. Application shall contain the following information: 
 
14.2.1. Date of application; 
 
14.2.2. Legal entity’s name; 
 
14.2.3. Type of legal entity specified in Paragraph 7.1 of this Law; 
 
14.2.4. Legal entity’s address; 
 
14.2.5. Information on founders of legal entity; 
 
14.2.6. Amount of equity; 
 
14.2.7. Type of activity; 
 
14.2.8. Period of legal entity’s operation; 
 
14.2.9. Information about applicant; 
 
14.2.10. For legal entity holding a mining license, information on beneficial owner, his share, interest and voting right and certified copy of the mining license. 
 
14.3. The applicant referred to in Paragraph 15.1 of this Law shall submit an application in accordance with the form specified in Paragraph 8.5 of this Law and confirm it by his signature, and an online application shall be confirmed by electronic signature. 
 
 
Article 15. Persons Entitled To Submit Application 
 
15.1. Application to register in state registration may be submitted by one of the following persons: 
 
15.1.1. Executive body of legal entity; 
 
15.1.2. Founder of legal entity; 
 
15.1.3. Official entitled to represent legal entity without trust; 
 
15.1.4. In case of dissolution of legal entity, chairperson of the dissolution commission and assignee; 
 
15.1.5. Other persons authorized with trust. 
 
Article 16. Documents Required for State Registration 
 
16.1. Applicant shall submit the following documents for registering a newly founded legal entity in state registration: 
 
16.1.1. Confirmation of legal entity’s name; 
 
16.1.2. Application filled in accordance with the approved form; 
 
16.1.3. Constituent document or decision /resolution/ on foundation of legal entity, charter and, if required by laws, agreement on foundation; 
 
16.1.4. Trust, if required; 
 
16.1.5. Receipt of payment of state stamp duties; 
 
16.1.6. Verification document, if there is equity; 
 
16.1.7. Verification document of legal entity’s address. 
 
16.2. Legal entity with foreign investment shall submit the following documents in addition to those specified in Paragraph 16.1 of this Law: 
 
16.2.1. Decision of competent authority on approval of foreign investment, if a foreign state-owned legal entity participates as a founder in accordance with Paragraph 21.1 of the Law on Investment6; 
 
16.2.2. Agreement between shareholders, if two or more persons are joint founders; 

16.2.3. If an investor of business entity with foreign investment is a foreign citizen, a passport or its substitute or, if a legal entity, a copy of foreign registration certificate of the legal entity; 
 
16.2.4. Bank statement, account statement, customs declaration and verification document issued by competent authority, which evidence the transfer of monetary asset from foreign country to a foreign investor who invests in monetary asset, cash, movable property and intellectual property. 
 
16.3. Limited liability partnership with foreign investment engaged in professional legal activities in accordance with Paragraph 4 of Article 29 of the Law on Partnership7, shall submit the following documents in addition to those specified in Paragraphs 16.1 and 16.2 of this Law: 
 
16.3.1. Registration certificate issued by state central administrative organ in charge of legal affairs to each member of a limited liability partnership with foreign investment; 
 
16.3.2. In case of operating on behalf of legal entity in foreign country, a permission of the particular entity and reference letter evidencing that the applicant is an authorized member of that entity; 
 
16.3.3. Reference letter of competent authority evidencing that the legal entity specified in Paragraph 16.3 of this Law has been founded and operates within the jurisdiction of respective country or a copy of registration certificate of legal entity. 
 
16.4. If the documents referred to in Paragraphs 16.1, 16.2 and 16.3 of this Law are in foreign language, the Mongolian translation shall be enclosed. 
 
16.5. Unless otherwise provided by laws, state registration authority shall not require from the applicant documents other than those specified in Paragraphs 16.1, 16.2 and 16.3 of this Law. 
 
16.6. If state registration authority receives an application in written or electronic form, the applicant shall be notified in written or electronic form. 
 
Article 17. Registering a Newly Founded Legal Entity 
 
17.1. The decision specified in Paragraph 12.1 of this Law shall become the grounds for registering a legal entity in state registration database and providing a registration number and file number of legal entity.  
 
17.2. In case of submitting an online application, state registration authority shall check and review original documents submitted in accordance with Paragraph 12.4 of this Law against electronic documents, and then shall enter them to state registration database by printing a confirmation stamp indicating legal entity’s file number and the date on the first 

Article 17. Registering a Newly Founded Legal Entity 
 
17.1. The decision specified in Paragraph 12.1 of this Law shall become the grounds for registering a legal entity in state registration database and providing a registration number and file number of legal entity.  
 
17.2. In case of submitting an online application, state registration authority shall check and review original documents submitted in accordance with Paragraph 12.4 of this Law against electronic documents, and then shall enter them to state registration database by printing a confirmation stamp indicating legal entity’s file number and the date on the first 

page and a state registrar’s stamp on other pages of constituent document of legal entity, and the legal entity shall be considered registered in state registration. 
 
17.3. In case of submitting a written application, state registration authority shall enter original documents to state registration database by printing a confirmation stamp indicating legal entity’s file number and the date on the first page and a state registrar’s stamp on other pages of constituent document of legal entity, and the legal entity shall be considered registered in the state registration. 
 
17.4. State registration authority may place in electronic database a printable electronic state registration certificate that confirms the state registration of legal entity. 
 
17.5. At request of an applicant, state registration authority shall print a state registration certificate on security paper, and formalize and issue it. 
 
17.6. Template of state registration certificate shall be approved by a state  in charge of state registration. 
 
Article 18. Denial to Register 
 
18.1. State registration authority shall deny registering a foundation or reorganization or dissolution of legal entity and changes to its information in state registration in the following cases: 
 
18.1.1. Incomplete documents are submitted for state registration; 
 
18.1.2. Constituent document does not comply with the requirements set forth in this Law and other legislations; 
 
18.1.3. Applicant forged the documents specified in legislations. 
 
18.2. Applicant may re-apply for state registration after rectifying the infringements specified in Paragraphs 18.1.1 and 18.1.2 of this Law, which led to the denial to register in state registration. 
 
18.3. If the forged documentation referred in Paragraph 18.1.3 of this Law is considered to be criminal in nature, it shall be transferred to competent authority for investigation. 
 
18.4. If applicant considers the decision to deny to register a legal entity in state registration as groundless, his complaint may be filed in accordance with the procedures set forth in the General Administrative Law

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