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국제법률연구원은 현지국 변호사/로펌과 함께 국제법률연구원이 개발한 온라인 법인설립 서비스인 "오이오스(OIOS)" 로 여러분의 해외법인 설립과 주재원 비자 신청을 지원하고 있습니다.
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(참고.http://www.ilri.co.kr/establishment.htm )
■ 이메일상담: 무료. info@ilri.co.kr 로 문의.
■ 전화상담: 10만원. 후불. (Phone consultation: USD 100)
■ 국제법률연구원 서비스 비용 안내: http://www.ilri.co.kr/community2.htm?board_no=388
국제법률연구원 International Legal Research Institute - Korea.
Tel. [+82] (0)10-5295-0621 / (0)2-557-3476
Website. www.ilri.co.kr Email. info@ilri.co.kr
Establishment of Limited Liability Company (LLC) in Mongolia
1. Registration requirements:
The following documents must be submitted for setting up a Foreign Invested Company in Mongolia to Foreign Investment and Foreign Trade Agency (FIFTA) in Mongolia:
• Application letter for establishing a foreign invested company (should include investors’ name, nationality, business activity, investment amount, term);
• Name Permission of LLC granted by the State Registration Office in Ulaanbaatar;
• Investors’ introduction: a brief introduction of a new legal entity; copy of the State Registration Certificate; bank reference from the investor's country; an agreement on establishment of the Joint Venture (if it is a fully owned foreign invested company or more than two foreign investors, an agreement of the investors is necessary);
• Articles of Association of the fully owned foreign invested company;
• Feasibility study (for each kind of activities);
• Bank reference;
• Ownership certification or rent contracts of the office and/or production premises of the company: Property value estimation documents;
If all documents are in order the certificate will be issued within one week.
2. The following documents must be presented to the Tax Department:
• Application;
• Copy of certificate from FIFTA;
• Statement of an account from the local Mongolian Bank;
• Balance sheet of the company.
• Article of Association of the company
All papers must be translated into Mongolian and a public notary must notarize the translation in Mongolia. The Articles of Association shall be notarized.
The limited liability company with foreign investment shall be registered at the relevant district tax office after receiving the State Registration Certificate from State Registration Office.
At the same time the Company will open a bank account in Mongolian banks and deposit the investment amount (minimum 10000 USD )after that the company account numbers are registered at the State Registration Department.
Also after receiving the Certificate , the company shall apply to Authorized Seal factory for the company’s official seal.
If all documents are in order the certificate will be issued within one week.
A LIST OF DOCUMENTS and DESCRIPTION OF APPLICATION PROCEDURS
1. Application letter.
The application letter shall be addressed to the Foreign Investment and Foreign Trade Agency. In the letter there should be mentioned the origin and type of the investor, type and size of investment, duration and location of the project. Also the full name of the investor (if it is an application of a legal entity the official name of the company should be stated), signature, date should be specified.
2. Introduction of investors.
- If it's an application of a legal entity the full introduction of the company shall be attached.
- If it's an application of an individual the resume of the investor shall be attached plus 3 photos
3. Copy of the State Registration Certificate /or a copy of the national passport of an individual/
- If it is a legal entity the copy of the company certificate shall be notarized by a relevant organization (by notary or registry office)
- If it is an individual the copy of the national passport (photo and visa parts) shall be notarized.
4. Company name permission.
The company name permission is issued by the State Registration Office. This permission stands for an approval that no other company is operating under the same name. In the permission there shall be included the name of the company director, passport number.
5. Agreement.
If the investor of 100 % foreign owned company is a single legal body or an individual no agreement is required.
But if there are two investors or more than 2 investors an agreement between them shall be made in Mongolian language and in any other language that the foreign investor has chosen. Each agreement should be copied 4 times, notarized and submitted with other materials.
6. Charter.
Company statute shall be also submitted in Mongolian and any other language, each shall be made in four copies.
7. Bank certification - from Investor's national banks.
This is a confirmation from the investor’s correspondent bank notifying the payment ability of its customer. The original copy of the certification shall be submitted to FIFTA along with its translated version.
8. Ownership reference.
The copy of reference and certificate confirming the ownership of capital and real estate included in the registered capital of investor shall be included.
9. Lease Contract of Premises.
The new company shall make a lease contract for office and industrial premises. A reference from a renter approving the availability of the premises for lease is also an alternative.
10. Feasibility study (Business plan)
The feasibility study shall be made for each line of business that the company is planning to carry out.
1. 회사설립 구비서류
CHECKLIST- REGISTRATION OF A COMPANY
The process begins at the Foreign Investment and Foreign Trade Agency (FIFTA), which has established One Stop Service Center for facilitating the registration. A foreign legal person wishing to establish a wholly foreign-owned company in the territory of Mongolia shall submit to the FIFTA the following documents:
DOCUMENTS and DESCRIPTION
1) Application letter.
Shall be addressed to the FIFTA and should specify:
Name, address and nationality of investor;
Form of business entity;
Type and size of investment;
Sector of investment, the business to engage in;
Term and stages of implementation of the project investment
2) Introduction of investors.
In case of a legal person- the full introduction of the company:
Name, country of origin, contact addresses, type of the business engaged;
Branches, permanent representations - contact addresses, type of the business engaged; management structure
3) Company name permission.
The State Registration Office issues the company name permission to verify that no other company is operating under an identical name. The permission shall specify the name and passport number of the company director.
4) Charter/Articles of Incorporation.
Company Charter/Articles of Incorporation shall be submitted in the original language and in Mongolian translation.
5) Other agreements related to the investment.
Other agreements such as product sale, equipment supply agreements etc. related to the company business may be attached as well, if deemed necessary by investor(s).
6) A letter from investor's bank.
A confirmation from the investor’s correspondent bank certifying solvency of its customer, in the original language and in Mongolian translation.
7) Certification of ownership.
If the investor(s) provided to include movable and immovable property in the registered capital, then a copy of reference and a certificate proving the ownership of such property shall be attached.
8) Contract for Lease of Premises.
A new company shall enter into a lease contract for the office space and, where relevant, manufacturing/servicing premises.
9) Feasibility study.
Shall be made for each line of business that the company seeks to engage in and should specify:
-the possibilities for engaging in the business in question, amount of expenses to generate the projected income;
-research done regarding investment and its general conditions;
-demand for the products/services, perspectives; location of the markets, competition, sales plan, advertising, packaging, storage, transportation, expenses thereof; manufacturing program, primary and ancillary product; methods of waste dumping/recycling;
-need for primary and auxiliary manufacturing materials and raw materials, requirements for them, ways and plans of procurement; other manufacturing-related expenses;
-requirements for the location of the manufacturing facilities and areas; reasons for choosing the area; the state of roads, telecommunications, electric power, heating- and water supply;
-technological process, plan, types of the primary and auxiliary equipment, their parameters, reasons for choosing /catalogue/, methods of procurement, cost; spare parts, civil buildings, requirements for them;
-structure and organization of manufacturing process, additional related expenses;
-need for the labour force / manufacturing- and non- manufacturing/, qualification requirements for them; ways of providing with labour force;
-workplan up to putting the manufacture into operation (such as compiling technical documents, procurement of equipment, entering into agreements, supply, assembling; deciding of land-related matters; training of employees; distribution agreements, etc.);
-financial and economic assessment. Total investment required (assets and working capital); sources of financing (types and forms); its stages, planned expenses. Term of return on investment, norms of income; level of profitable operation; conclusion, profitability.
- Feasibility study shall include information on environmental impact, how the hygienic requirements are met; information on assessment of the technical and technological level by the management.
2. 법인등록 소요기간 및 비용
1) 사업자등록증 발급 10일 이내.
The Certificate of a Foreign Investment Business Entity shall be issued within 10 days from the date of submission of the application. The certificate serves as a document that permits foreign investors to conduct business in Mongolia.
사업자등록증 발급 비용 12,000 tog.
FIFTA charges 12,000 tog. to issue a Certificate of a Foreign Investment Business Entity.
2) 법인설립등기 - 세무서 등록 30일 이내.
The next step is registration with the State Registration Agency (at the General Department of State Taxation, also through One Stop Service Center) for obtaining a Certificate of State Registration, upon which the company is considered to be established and shall have the right to conduct the business specified in its charter. Art. 16 of the Law on state registration of a legal person requires the following documents to be submitted for the registration with the State Register within 30 business days following the date that the decision to establish a company has been adopted:
- an application for registration of the company signed by an authorized person, containing the name of the company, its place of business, and its postal address;
- the decision to establish the company adopted at the founding meeting;
- the company charter (see below);
- a document confirming payment of the registration fee;
- a beginning balance sheet of the company showing the required minimum amount of owner’s equity.
세무서 등록비용 10,000 tog.
The General Department of State Taxation requires a 10,000 tog. registration fee.
국세청 등록후 3일 이내에 법인등록증 발급.
Within 3 business days following the date of submission of the documents for registration the State Registration Agency shall register the company and issue a certificate of registration or shall issue a decision stating the reason for its refusal to do so.
* 회사정관 필수기입 사항
Company charter. A company’s charter shall include:
1) the company’s full name and words of abbreviation indicating the company’s form of organization (“XXK”- “LLC” in Mongolian);
2) the company’s place of business;
3) the number of the company’s authorized common shares;
4) if company’s charter establishes preferred shares, the number of authorized preferred shares and rights of holders of such shares;
5) if the company has the Board of Directors, the number of its members;
6) powers of the shareholders, or the Board of Directors, or Supervisory Board, to the extent such powers are in addition to those specified in the Company Law;
7) the type of business to be conducted by the company;
8) other provisions included in the company’s charter in accordance with the Company Law.
3. 비용
LIST OF DIRECT EXPENSES
For registration:
a) name permission- 500;
b) notary charges:
- notarization of founding documents – 10,000;
- notarization of translation- 300 per page- maximum 10 pages;
- notarization of signatures- 1,500 per signature;
- notarization of document copies -400 per page - maximum 10 pages;
- notarization of contract of lease- 5,000;
с) foreign-invested business entity stamp duty- 6,000;
e) state registration stamp duty - 10,000
f) foreign-invested business entity certificate fees- 12,000
g) feasibility study
After registration:
a) making of seals- 23,500-55,000
TOTAL ~ 100,000 tog.
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