ESTABLISHMENT PROCEDURE OF A NEW BUSINESS ENTITY WITH FOREIGN INVESTMENT
The incorporate of new business entity with foreign investment (BEFI) in Mongolia takes place at the General Authority for State Registration /GASR/.
Below are key steps of incorporation a new company in Mongolia:
Check availability and register the company name /GAIPSR/
- Original ID of the founder (original passport if founder is foreign citizen)
- Incorporation via Power of Attorney /Original copy of letter of Attorney, original ID or passport/
- Document processing fee 500 MNT needs to be remitted to GolomtBank-1401001101
Open an account /any preferred commercial banks/
Make sure to bring the verification sheet of company. Banks might request additional documents.
Apply for certificate of incorporation at General Authority for State Registration of Mongolia / GASR/
List of documents to incorporate a Business entity with Foreign Investment:
- To fill UB-03 form
- Name verification of legal entity. /500 tugriks in 1401002649 Golomt bank /
- Receipt of paying state stamp duty. /750.000 tugriks in 1401002649 Golomt bank/
- Founder verdict /minutes of meeting if it has 2 or more shareholders/
- New rule. / 2 copies in Mongolian, certified translation 1 copy/
- The contract of cooperate / if it has 2 or more shareholders/
- Official address of company /certificate of immovable property (copy) or leasing contract/
- Evidence of investment. / According to Article 3.1.5 of the Investment Law, the amount of investment invested by each investor shall be above the US $ 100 000/
- Passport copy. /founder, shareholder and director/
- Other documents according to 11.5.1 and 11.5.2 of Law on state registration if necessary
- Remark: in case it is concluded in foreign country, contract to sell share, buy share, and endow must be denoted by Embassy and Consul Notary or Apostille.
- Proxy /not necessary if official to represent without proxy/
Obtain the company seal
Obtainable within 2 hours at Seal producing company
Foreign entities doing business in Mongolia
The Investment Law stipulates that a foreign entity must either be incorporated as a business entity with foreign investment (BEFI) or as a representative office in order to conduct any activity in Mongolia. A BEFI is defined as an entity that is incorporated in Mongolia and of which at least 25 percent of the equity is held by a foreign investor(s) whose minimum contribution to the entity is USD100,000, per such investor. A representative office is defined as an entity that is established in Mongolia solely to operate as a representative office of a parent foreign entity such representative office does not have the power to earn revenue from business activity in Mongolia.
All information related to the registration of the company provided on the website of the State Office in Mongolia www.burtgel.gov.mn
Other information:
- The estimate time period of preparing registration documents, obtaining a company name, opening a bank account, translation of documents and possible agency delays of registering a new BEFI is approximately 2 weeks.
- According to the laws of Mongolia, please note a BEFI must apply for a separate registration of social security with the Social Insurance Department of Mongolia as well as submit tax reports to the tax authorities within the prescribed time limit.
- If future business activities of a BEFI require a special permit (license), the BEFI must first be registered with the GAIPSR and update registration information upon applying for and obtaining the permit (license) from respective authorities such as:
- Ministry of Health
- Ministry of Environment and Tourism
- Ministry of Construction and Urban development
- Ministry of Education, Culture, Science and Sport
- Ministry of Road and Transportation development
- Communications Regulatory Commission of Mongolia
- Mineral Resources Authority of Mongolia
- General Civil Aviation Authority etc.
- If a foreign government owned legal entity holds more than 33 percent of the total shares in a legal entity of Mongolia with principal activities in the following sectors, such foreign government owned entity shall apply for and obtain permission from National Development Agency:
- Mining
- Bank and finance
- Media and communication
ESTABLISHMENT PROCEDURE OF A REPRESENTATIVE OFFICE OF A FOREIGN LEGAL ENTITY
The establishment a new representative office of a foreign legal entity in Mongolia register at the General Authority for State Registration of Mongolia /GASR/.
List of documents needed for setting up a representative office of a foreign legal entity in Mongolia: /GASR/
- To fill UB-11 form
- Receipt of paying state stamp duty. /1.100.000 tugriks in 1401002649 Golomt bank/
- Introduction and rule copy of foreign legal entity /certified translation/
- Foreign legal entity certificate copy. /certified translation/
- Authentic verdict and regulation from parent company to establish representative office
- /1 copy/. must have to phone number and official address
- Passport copy
- Official address of Representative office /certificate of immovable property (copy) or leasing contract /
- Other documents according to 11.5.1 and 11.5.2 of Law on state registration if necessary
- Remark: in case it is concluded in foreign country, contract to sell share, buy share,and endow must be denoted by Embassy and Consul notary or Apostille.
- /not necessary if official to represent without proxy/
Other information:
- A foreign legal entity, apart from the foreign government organization, Limited Liability partners and foreign non-governmental organizations, may establish its representative office within the territory of Mongolia.
- A representative office shall not be deemed a legal entity. It is prohibited for a representative office to carry out any commercial activities for the profit earning purposes within the territory of Mongolia;
- Upon obtaining the certificate of representative office from the GASR, the representative office must get a permission to open a bank account from the Tax office of Ulaanbaatar City.
- The Information and related materials with the registration of the new representative office may be subject to change, therefore, please refer to the following website of the GASR www.burtgel. gov.mn
Contact information:
General Authority for State Registration of Mongolia
Police Street Sukhbaatar district Ulaanbaatar-14171 Tel: +976-1800-1890, +976-11-320502
E-mail: contact@burtgel.gov.mn
Website: www.burtgel.gov.mn