Requirements to register foreign invested legal entity in Mongolia has been changed
State Great Khural of Mongolia adopted the Investment law on October 3, 2013. In accordance with this adoption of the Investment law, Law on State registration of legal entities was amended as followings:
First. Article 7.1.7 was added on the Clause 7.1, Article 7 of Law on State registration of legal entities. The content of 7.1.7 as followings:
“7.1.7. For foreign invested legal entity and representative office of foreign legal entity – state administrative organization in charge of state registration.”
In accordance with this amendment, the applicant in order to set up foreign invested legal entity and representative office of foreign legal entity, shall be submit and register the following documents to Registration Office of Legal entities of State General registration authority:
Second. Article 171 and 172 were added to Law on State registration of legal entities that has the following contents:
Article 171. Registration of Foreign invested legal entity
v The application for setting up a foreign invested legal entity shall include the followings:
1. Investor’s name, address, if it is an individual, nationality and if it is a legal entity, registration certificate, granted by the authorized organization;
2. Type and forms of the legal entity;
3. Forms and amount of investment;
4. General areas, producing and services to be invested.
- The application for setting up foreign invested legal entity shall enclose the following documents:
- Original decision to set up foreign invested legal entity;
- In the event foreign state owned legal entity participates as a founder, a decision, issued by the relevant authorized organization, which permitted to invest in accordance with the specifications of Law on investment;
- Statute of Foreign investment entity;
- In the event there are two or more founders, Shareholders’ agreement;
- Copies of citizen’s identification card of investor and passport, in the event founder of the foreign invested legal entity is individual, entry permission cross the Mongolian border in accordance with the applicable law and in the event a founder is legal entity, state registration certificate;
- In the event foreign investor invest by cash, bank statement proving the investment transfer made from abroad, in the event invest by movable property, custom declaration and in the event invest by intellectual property, certifying document, which was issued by the state organization of that country;
- Official address of the foreign invested legal entity;
- Statement proving that paid state stamp duty.
Article 172. Registration of representative office of foreign invested legal entity
Application for setting up a representative office of foreign legal entity shall include the followings:
1. Name and address of foreign legal entity;
2. Registration place of foreign legal entity, registration certificate and information of structure of its shareholders;
3. Purpose of setting up representative office and business areas;
4. Official address and location of representative office.
Application for setting up a representative office of foreign legal entity that shall enclose the following documents:
1. The application form filled in accordance with approved template;
2. Copies of brochure and statute of foreign legal entity;
3. Copy of registration certificate of foreign legal entity;
4. Address of representative office;
- Statement proving that paid state stamp duty.
Attention: The above mentioned documents shall be made in Mongolian and State registration organization shall decide whether to register it within 10 business days since completely received the documents.