Companies in Mongolia are entered in the state register of legal entities kept by the Улсын бүртгэлийн ерөнхий газар (General Authority for State Registration), under the Хуулийн этгээдийн улсын бүртгэлийн тухай хууль (Law on State Registration of Legal Entities). The register is public: the authority is required to publish registration information on its official website unless another law forbids it, and the standard proof of a company’s data is a лавлагаа, a reference issued from the register. Beneficial ownership is recorded, but on a narrow basis — the law ties it to holders of mining licences.

The official company register in Mongolia

The register is maintained by the Улсын бүртгэлийн ерөнхий газар (General Authority for State Registration, GASR), at burtgel.gov.mn, which the law describes as a state administrative organ acting together with its local bodies and state registrars. The same authority also runs civil state registration and the registration of property rights, so all three national registers sit in one institution. Its statutory framework consists of the Улсын бүртгэлийн ерөнхий хууль (General Law on State Registration) and the Хуулийн этгээдийн улсын бүртгэлийн тухай хууль (Law on State Registration of Legal Entities), supplemented by regulations on keeping the register of legal entities, branches and representative offices and on the issue of references from it.

Each registered entity has a file, and the law prescribes what it holds: the name, registration number and file number of the legal entity, its type, form and activity classification, the particulars of the founders and the constituent documents, the identification of the executive officer, data on branches and representative offices, and the governance records. Registration is completed by the issue of a certificate of state registration, defined by the law as a document in paper or electronic form issued to the authorised person to verify that a legal entity is registered.

Mongolia registers legal entities, their branches and representative offices in this register, including the branches and representative offices of foreign legal entities. Registration and many subsequent filings can be done through the national e-Mongolia digital services platform, which has become the usual channel for obtaining references from the register as well.

Legal forms that can be registered in Mongolia

The register records the type and the form of each legal entity. The company forms are fixed by the Компанийн тухай хууль (Company Law), and the other forms by their own statutes.

Companies under the Company Law:

  • Хязгаарлагдмал хариуцлагатай компани, ХХК (Limited liability company) — the standard Mongolian company. The shareholders’ contributions are divided into shares and their right to dispose of the company’s capital is limited by law and by the company’s own rules; shareholders are not personally liable for the company’s obligations. This is the form used by the overwhelming majority of Mongolian businesses, domestic and foreign-owned alike.
  • Хувьцаат компани (Joint stock company) — a company whose capital is represented by shares; a shareholder bears no liability for the company’s obligations and is exposed only to the extent of the shares held. The Company Law divides it into two:
    • Нээлттэй хувьцаат компани (Open joint stock company) — its shares are registered and traded publicly on the stock exchange.
    • Хаалттай хувьцаат компани (Closed joint stock company) — its shares are traded in a restricted market through a depository institution rather than on the public exchange.

Other registrable forms:

  • Нөхөрлөл (Partnership) — the partnership form, in which the partners carry on business together; Mongolian law distinguishes the full partnership, whose members answer for the obligations of the partnership with their own property, from the limited partnership, in which some members are exposed only up to their contribution.
  • Хоршоо (Cooperative) — a member-owned enterprise under the cooperatives legislation, widely used in herding, agriculture and rural services.
  • Төрийн болон орон нутгийн өмчит үйлдвэрийн газар (State-owned and locally owned enterprise) — enterprises founded on state or local public property and managed on behalf of the founder.
  • Төрийн бус байгууллага (Non-governmental organisation) — associations and foundations pursuing non-commercial purposes, registered in the same state register of legal entities.
  • Гадаадын хуулийн этгээдийн салбар, төлөөлөгчийн газар (Branch and representative office of a foreign legal entity) — registered in Mongolia without acquiring separate legal personality; the register records the data on branches and representative offices as part of the entity’s file.

Information available from the register

Publicity is a statutory duty. The Law on State Registration of Legal Entities requires the registration authority to publicise register information through its website in accordance with law, and to notify the public through its official website of registration information unless another law prohibits it. In practice this means a company’s identity and status can be confirmed online, while the formal evidence of its data takes the form of a лавлагаа (reference) issued from the state register under a dedicated regulation on issuing references from the list of state registration of legal entities.

The data held on the file, and reflected in a reference, covers the registered name, the registration number and the file number, the type and form of the legal entity and its classification of activity, the founders and the constituent documents, the executive officer with his identification, the branches and representative offices, and the record of governance decisions. For companies this makes it possible to establish who founded the entity, who runs it and who may act for it — the essential points for verifying a Mongolian counterparty.

Beneficial ownership is registered, but only in a defined case. The law provides for information on the beneficial owner of a legal entity holding a mining licence, together with that owner’s share, interest and voting right, and it is registered on the basis of a statement from the tax authority concerning the relevant tax payment. Mongolia therefore has beneficial ownership in its company register as a targeted extractive-sector transparency measure rather than as a general obligation applying to every company.

What the register does not disclose

Annual accounts are not part of the register. Financial statements are submitted to the tax authority and to the statistical office, and listed companies report to the Financial Regulatory Commission and the Mongolian Stock Exchange, but the state register of legal entities holds no accounts, so no financial data about an ordinary ХХК can be obtained from it.

Beneficial ownership beyond mining is not covered. Because the statutory beneficial ownership entry is tied to mining licence holders, ultimate ownership of a Mongolian company in any other sector has to be inferred from the founders recorded at registration and from subsequent filings, and where a founder is a foreign company the chain must be followed in that company’s own jurisdiction.

Two further limits are practical. Shareholding after incorporation is not continuously mirrored in the register for a joint stock company, whose shareholders are held in the securities depository system; and although registration information is published online, formal proof for use with banks, courts and counterparties is the issued reference or certificate rather than a screen printout. Licences for regulated activities — mining, banking, insurance, telecommunications — are held by the competent regulators and are not recorded in the register, although the authority does publish which areas of activity require no licence at all.

Documents that can be obtained from the register

  • Улсын бүртгэлийн гэрчилгээ (Certificate of state registration) — the document in paper or electronic form issued by the registration authority verifying that a legal entity is registered in the state register; the basic proof of legal existence for banks, tenders and contracts.
  • Хуулийн этгээдийн улсын бүртгэлийн лавлагаа (Reference from the state register of legal entities) — the official extract issued under the regulation on references, giving the registered name, registration and file numbers, type and form, activity classification, founders, executive officer, branches and governance records. The standard due-diligence document.
  • Үүсгэн байгуулах баримт бичиг, дүрэм (Constituent documents and charter) — the founding instrument and the company charter as registered, setting out the objects, the capital, the powers of the shareholders’ meeting and of the executive body, and the rules on transfer of shares.
  • Founders’ and shareholders’ particulars — the record of the founders and their holdings as entered in the file, used to establish the ownership position at registration and at each registered change.
  • Executive officer records — the identification and appointment particulars of the executive officer and other governing persons, needed to verify who may bind the company.
  • Салбар, төлөөлөгчийн газрын бүртгэл (Branch and representative office registration) — the registration of a subdivision of a Mongolian or foreign legal entity, and the particulars of the person authorised to act for it.
  • Amendment filings — the documents recording registered changes of name, address, charter, capital, executive officer and founders, from which the chronology of the entity is established.
  • Beneficial owner information for mining licence holders — the registered particulars of the beneficial owner, with the share, interest and voting right, entered on the basis of the tax authority’s statement.
  • Reorganisation and liquidation filings — the documents evidencing merger, division, transformation or liquidation of the entity and the date on which it ceased to exist.

Frequently Asked Questions

What is the official business register in Mongolia?

It is the state register of legal entities kept by the General Authority for State Registration under the Law on State Registration of Legal Entities, published at burtgel.gov.mn, with services also available through the e-Mongolia platform.

Is the Mongolian register public?

Yes. The law requires the registration authority to publicise register information through its website and to notify the public of registration information through its official website unless another law prohibits it. Formal evidence is issued as a reference from the register.

What is a лавлагаа?

A reference issued from the state register of legal entities under a dedicated regulation. It is the Mongolian equivalent of a company extract and is what banks, courts and counterparties ask for as proof of a company’s registered data.

What company forms exist in Mongolia?

The Company Law provides for the limited liability company (ХХК) and the joint stock company, the latter in an open form whose shares trade publicly and a closed form whose shares trade in a restricted market through a depository institution. Partnerships, cooperatives, state and locally owned enterprises and non-governmental organisations are registered under their own statutes.

Are the accounts of Mongolian companies public?

No. Financial statements go to the tax authority and the statistical office, and listed issuers report to the Financial Regulatory Commission and the stock exchange. The state register of legal entities contains no financial data.

Can I find the beneficial owner of a Mongolian company?

Only in the mining sector. The law provides for registration of the beneficial owner of a legal entity holding a mining licence, with the share, interest and voting right, entered on the basis of a tax authority statement. For companies in other sectors the register records the founders rather than the ultimate beneficial owner.

Sources

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