Verify and reserve a unique company name
Agency: Legal Entities Registration Office, General Authority for State registration
The business owners must propose and reserve the name of the company with the Legal Entities Registration Office of the General Authority for State Registration of Mongolia (LERO). Upon approving the proposed name of the company, LERO will issue a name reservation slip (in writing or electronically) and a “bank account permission slip”.
The name reservation slip is one of the documents that needs to be supplied in original for the incorporation purposes. As such, ultimately a visit to LERO in person is required. According to the law on State Registration of Legal Entities (Art. 13.4), the newly incorporated company must be registered with LERO within 30 days from date the name reservation slip is issued.
Time and cost: 1 day, MNT 500
Open a bank account and pay registration fee
Agency: Bank
The company needs to have a bank account in order to register. Additionally, the registration fee (i.e. state stamp duty) needs to be paid at a commercial bank. There is no charge to open a bank account, however it is required to provide a name reservation slip and deposit the minimum balance.
Time and cost: 1 day, no charge
Register the company and obtain state registration certificate
Agency: Legal Entities Registration Office, General Authority for State Registration of Mongolia
The following documents should be submitted at LERO in order to register incorporation and obtain a state registration certificate:
- Completed proforma application form;
- Bank account approval letter, and evidence of dormant account with some funds deposited;
- Company charter;
- Lease agreement with the company’s official address;
- Founding or shareholders’ resolution;
- Payment slip of the registration fee;
- Name reservation slip;
- Copies of the shareholders’ passports (IDs).
* For business activities that require licenses, these must be obtained first from the relevant authorities.
On 21 June, 2018, the Mongolian Parliament adopted the new Revised Law on State Registration of Legal Entities which entered into force on November 1, 2018 . According to the new regulation, the Legal Entities Registration Office must process company registration within 2 business days. The same regulation also introduced online registration, which is yet to be put into practice.
Upon registration of the company, the Registry automatically publishes a notice of company formation. The Registry also automatically pass the relevant documents to the tax department for the area in which the company is located.
Time and cost: 2 days, MNT 44,000
Obtain the unique seal number
Agency: Legal Entities Registration Office, General Authority for State Registration
According to the Order A/216 of the Minister of Justice dated 19 November 2018, a unique number is assigned for seal of a company, and such number must be inscribed in the seal. In order to obtain the unique number, a request (in the pro-forma form) and the original state registration certificate must be submitted to LERO.
The unique number has ten digits, which reflect the following rules:
- The first two digits are an index of the registration office which issued the seal number;
- The second two digits are the last two digits of the year of the number issuance;
- The last six digits are assigned by the state registration system.
The surface of the seal must contain: i) the name of the entity, ii) the registration number, iii) the code of the seal maker, iv) unique number.
Time and cost: 1 day, no charge
Register with the local tax office
Agency: Local (district) tax office
According to the ”Information Exchanging Regulation” between General Authority of State Registration and General Department of Taxation, General Department of Taxation receives information about registration of new legal entity in State Registration in electronic format. Under the General Tax Law of Mongolia, Article 13.2., a newly established legal entity is obligated to register as a tax payer within 14 days after they have registered with the LERO and received the registration certificate.
Company must submit the following documents:
- Completed pro-forma TB-01 and TB-02 application forms;
- A copy of the State Registration Certificate of the company;
- A copy of the Charter of the company;
- A copy of the completed founders (i.e shareholder) form and ID card;
- Bank account details of the company;
- A copy of the form or ID card of the executive director; and
- A copy of lease contract (if any).
Time and cost: 1 day, no charge
Apply for Social Security Code
Agency: District Social Insurance Department
Upon incorporation of the company and once a company has employee(s) it must register with relevant social insurance department. The registration is done in person, and the District Social Insurance Department assigns a social insurance code to the company. The service is free of charge. It is no longer necessary to obtain a paper certificate of social insurance registration. The following documents should be submitted:
- Registration Certificate of Company;
- Official letter of Company;
- Social Insurance report which must be filled in the official form of No. ND7 and ND8; and
- Payment slip showing social insurance payment of the current month.
Time and cost: 1 day, no charge
Make a seal
Agency: Sealmaker
The company must first obtain a unique seal number form LERO. Then, the company must provide a copy of its state registration certificate to the seal maker. Currently, there are 19 seal makers who are registered with Ministry of Justice, which can be found here: https://mojha.gov.mn/newmojha/?page_id=350
Time and cost: 1 day, MNT 59,800 (rush delivery fee)
Register for VAT
Agency: VAT office
When a company reaches a threshold of MNT 10,000,000 in operational sales income, it is eligible to register for VAT on a voluntarily basis (Art. 6.5 of the VAT Law). When the threshold of MNT 50,000,000 in operational sales income is reached, the VAT registration is mandatory (Art. 5.2 of the VAT Law), and needs to be applied for within 10 days from reaching the threshold.
VAT registration is done in person at the relevant district VAT office. The following documents need to be submitted in order to register for VAT:
- Completed application form (available at http://www.legalinfo.mn/annex/details/7217?lawid=11811);
- Copy of the State Registration Certificate;
- Request letter to Tax office;
- Proof that operational sales income reached the threshold (i.e., bank statement, receipts, contracts).
Time and cost: 4 days, no charge
