Open company in Belarus

Opening a legal entity is a fundamental condition for starting a business in Belarus. Correctly executed documents and reasoned dialogue with the registration authority will allow implementing business ideas and promoting the company in the market without fear. Our lawyers have extensive experience in supporting foreign clients in opening legal entities in Belarus.

Who can set up a company in Belarus

Foreign citizens and foreign companies are entitled to act as founders of a legal entity in Belarus. The procedure of registration of the legal entity described below is the same for national and foreign investors.

IN BELARUS YOU CAN OPEN
Open and register an LLC in Belarus	Open and register a PUE (private unitary enterprise) in Belarus	Open and register a CJSC in Belarus

Procedure for establishing a company in Belarus and Minsk

1. Choice of legal form

The choice of legal form depends on the objectives pursued. For example, if the founders do not want to disclose information about their participation in the creation of a legal entity, a closed joint-stock company would be ideal for them, because when registering a CJSC, the data on shareholders may not be entered in the Unified State Register. Correctly defined and most suitable for your business organizational form will provide flexibility in the management of the company, as well as minimize the costs of the founders in case of possible bankruptcy.

2. Making a decision to set up a company in Belarus

When establishing a LLC, the decision is made in the form of protocols or a written document of the sole founder, and when opening a PUE – in the form of a decision of the owner of the property. The founders of the CJSC conclude an agreement, which reflects all the issues on the establishment of the company.

3. Determine the legal address

The legal address of the LLC and the CJSC can only be non-residential premises. In addition to non-residential premises, a PUE may also be located in the founder’s premises.

4. Coordination of the company name

The executive committees issue certificates of registration of the company’s corporate name. The name of the PUE must contain a reference to the nature of the organization’s activities (e.g., Private Construction Unitary Enterprise, etc.).

5. Determination of the size of the authorized capital and the procedure for its formation

As a guarantee of creditors’ interests, both money and valuated assets of the founders may be contributed. Registration of the enterprise can be made without preliminary formation of the authorized capital. Its acquisition is carried out within a year after the establishment of the company.

6. Development and approval of the Articles of Association

Mistakes in the Articles of Association are one of the main reasons why a state registration may be declared invalid. The mistakes made at the stage of preparing the Articles of Association can cause negative consequences only after years. Therefore, it is important to develop the Articles of Association in strict compliance with the legislation applicable at the moment of registration.

7. Building a convenient management structure and setting up their interaction

It is not enough to elect a director and define the general meeting as the supreme management body. Many of the issues that you thought a general meeting should be convened to address can be assigned to a director, making it easier to manage the company. The director may be a foreign citizen. The sole founder of a company in Belarus cannot be another company with one founder.

8. Payment of state duty

Registration of a company in Belarus cannot be done without paying a monetary fee. Its size is 1 base value, which is equivalent to approximately 12 US dollars.

9. Translation of documents drawn up in a foreign language

This step should be taken by foreign citizens or foreign companies opening a legal entity in Belarus. Translation shall be carried out into one of the national languages, which is Russian or Belarusian. Translated documents shall be subject to mandatory notarization.

10. Submission of documents to the registration authority for incorporation of a company

This is the final stage, after which the company is considered to be registered. In order to speed up the incorporation of a company, our lawyers represent the interests of foreign citizens or companies with respect to the incorporation of a company by proxy.

11. Registration of shares (for CJSC)

The process of opening a Closed Joint-Stock Company concludes with the submission of an application to the Securities Committee for the issue of shares.

After opening of the company, the participants of the LLC have the right to conclude an agreement between themselves on the exercise of the rights of the participants, and the shareholders of the CJSC may conclude a shareholder agreement. With these documents, the owners of the company may limit each other in exercising their rights if certain conditions arise.

Which documents should be submitted to the registration authority to establish a foreign company:

• Application. It is important to fill in the necessary columns without mistakes and specify the information about the founders as accurately as possible. The registration of a company is invalidated if false information is provided.
• Articles of Association. It shall be provided in two copies. It is only important for founders to sign it. In addition to the Articles of Association, an electronic version of it shall be provided.
• State duty receipt. It shall be provided in the original or copies at the discretion of the founders.

• Document confirming the legal status of a foreign organization. This document shall be submitted to a foreign company acting as a founder of a legal entity in Belarus. Such document may be an extract from the trade register or other equivalent document. The basic condition is its proper legalization or apostille.
• Copy of the passport translated into Russian and notarized by a notary public. It shall be provided only by foreign citizens acting as founders of the company being established in Belarus.