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Incorporation of a limited liability company in the Republic of Belarus. Service offer

Start Your Business in the Republic of Belarus with Full Legal Support
Registering a company in Belarus offers an opportunity to launch or expand your business in a stable and investor-friendly jurisdiction. With flexible regulations, a supportive legal environment, and the possibility of remote registration, Belarus is becoming increasingly attractive to entrepreneurs from around the world. We provide a comprehensive service — from document preparation to opening a bank account and obtaining necessary permits.

Main advantages of establishing a company in Belarus

Possibility to incorporate a company without personal presence in the Republic of Belarus

Possibility to form a company with 100% foreign ownership

Convenient organization of work on a turnkey basis

Possibility to establish a company with real economic substance and a bank account in the same country

Budget for formation of a company in Belarus

Service
Fee (excluding VAT)
Incorporation of a limited liability company (LLC)
from EUR 2 700
Assistance in opening an account with a Belarusian bank
from USD 3 000
Obtaining a special permit for a foreign citizen to engage in labor activity in Belarus*
from EUR 2 900
Compliance fee
from USD 350

* To obtain a special permit, the company must already have an appointed director who can represent the company’s interests and sign necessary documents on its behalf.

General provisions

The Republic of Belarus is an important part of trade relations between European countries and member states of the Commonwealth of Independent States (CIS), due to which incorporation of companies in this jurisdiction is in demand. The Republic of Belarus is also actively developing relations with its partners from the Asian region: for example, as part of cooperation with the People’s Republic of China (PRC), the Great Stone Industrial Park with the status of a free economic zone is being created 25 km from Minsk (Belarus has had free economic zones since 1996).

Having a local company facilitates opening a bank account in Belarus and its subsequent use (opening accounts for non-resident companies is possible, but it implies certain difficulties: one has to justify economic feasibility of opening an account and undergo additional inspections and get approvals from local banks).

Formation of a limited liability company (LLC) in the Republic of Belarus is one of the most sought-after ways of organization of business in the country. The main constitutional document of an LLC is the articles of association: they contain all main provisions, including rights and obligations of members, details of the company’s management and regulate other important aspects of the entity’s activity.

Formation and operation of an LLC are regulated by the Law of the Republic of Belarus “On Business Companies”. According to provisions of article 14 of the Law, the articles of association of a company must contain:

  • name of the business company;
  • its location;
  • purposes of the company’s activity;
  • size of the authorized capital;
  • rights and obligations of members;
  • structure, procedure of election or formation, composition and competence of its bodies;
  • procedure of management of activity of the business company;
  • information on the management body or individual (employee) of the business company authorized to prepare, convene and hold a general meeting of its members (the Law uses the term “authorized body of the business company”);
  • procedure for making decisions by the company’s management bodies, including the list of issues that shall be decided unanimously or by a qualified majority (at least two-thirds, three-fourths) of votes;
  • conditions and procedure for distribution of profits and losses;
  • procedure of provision of information on the business company to members and the scope of that information;
  • liability of the company and its members;
  • list of representative offices and branches of the company;
  • procedure of approval of financial statements of the business company (data of the book of income and expenditure), its representative offices and branches;
  • other information prescribed by current legislation.

Other provisions not contradicting the law can also be included in the articles of association of a business company by agreement of founders (members).

Each founder of an LLC undertakes to make a contribution to form the authorized capital. The size of the authorized capital is not determined by law and can be set by agreement of the company’s members (see provisions of article 28 of the Law of the Republic of Belarus “On Business Companies”).

Company structure

Both individuals and legal entities can be members of a limited liability company (LLC) (state authorities, local authorities and self-government bodies have no right to act as members of business companies). If an LLC is formed by one founder, then a resolution to form a limited liability company shall be prepared; if there are several founders (2 or more), then minutes of the general meeting of founders shall be prepared. There are no requirements regarding citizenship and residency of founders (members).

Management bodies of any business company in the Republic of Belarus (see provisions of article 33 of the Law “On Business Companies”):

  • general meeting of members of the business company (supreme management body);
  • board of directors (supervisory board);
  • executive body of the business company: collective (board / directorate) and (or) sole (director / director general);
  • controlling body: inspection committee / inspector of the business company (general meeting of members can also establish other controlling bodies).

The following fall within the exclusive competence of the general meeting of members:

  • changing the articles of association of the company;
  • changing the size of the authorized capital;
  • establishing bodies of the business company;
  • approving annual returns, annual financial statements of the business company (data of the book of income and expenditure) and other issues.

The competence of the general meeting of members of an LLC can also include, for example, determining the main areas of the company’s activity and making decisions on establishment of other legal entities and on membership in them.

Issues of general management of the business company’s activity fall within the competence of the board of directors (supervisory board):

  • determining the strategy for its development;
  • convening general meeting of members of the company and solving issues connected with its preparation and holding;
  • using reserve and other funds of the business company;
  • selecting and approving an audit organization or auditor who is a sole proprietor (with some exceptions), etc.

Inspection committee / inspector are elected to exercise internal control over financial and economic activity of the entity. According to article 59 of the Law “On Business Companies”, the following cannot be an inspector or a member of inspection committee:

  • member of the board of directors (supervisory board),
  • individual who exercises powers of the sole executive body of the company, or member of the collective executive body.

Persons whose activity is inspected cannot participate in inspections or checks on relevant issues.

Executive body of the business company (collective / sole) is responsible for solving all issues that do not fall within the competence of other management bodies of the company. The executive body conducts day-to-day management of the company’s activity.

The matter of determining the registered address of an LLC is directly connected to the executive body: the registered address of the entity is the location of its executive body (normally, director)*, however it must be a non-residential room. The registered address is recorded both in the articles of association and in the application for state registration of the LLC.

* Article 4 of the Law of the Republic of Belarus “On Business Companies” reads that the location of a business company is determined by the location of its permanent executive body, and if there is no permanent executive body, then by the location of another body or person who has the right to act on behalf of the business company without power of attorney.

Time required to incorporate a company

The total time required to incorporate a company (LLC) in the Republic of Belarus may vary from 2,5 weeks to 1,5 months:

  • 1 – 2 weeks: approval, filling out and delivery to the Republic of Belarus of all necessary documents (it is impossible to tell the exact duration of this stage, as it will depend on, among other things, the complexity of the structure and activity of the company, whether it is necessary to draft non-standard articles of association, and promptness of provision of documents and information by the client);
  • 7 workdays: incorporation itself of the limited liability company in the Republic of Belarus
  • 10 workdays: obtaining a special permit to engage in labor activity in Belarus (if necessary).

Necessary documents and information

The following are required to incorporate an LLC in the Republic of Belarus:

  • several name options to be checked; the name of the company:
    • must not be completely or partially the same as the name of a legal entity already incorporated (existing) in the Republic of Belarus,
    • must contain an indication of the form of incorporation of the legal entity;

According to provisions of article 4 of the Law of the Republic of Belarus “On Business Companies”, the name of a business company must be approved in a manner prescribed by law before documents are filed with the registration authority for the purpose of state registration of the business company.

  • detailed description of proposed activity of the company, regions where it is to be conducted;
  • notarized copies of passports of individuals in the structure of the company and properly certified documents of legal entities if they are present in the company’s structure;
  • information about occupation of all individuals in the company’s structure, and information about the source of funds for conducting business (the said information can be provided in the form of a CV);
  • application for state registration of the LLC;
  • articles of association of the LLC (in two hard copies and in electronic form);
  • minutes of general meeting of founders or resolution of sole founder to form the LLC;
  • receipt for the government fee.

The list of documents is not exhaustive: territorial authorities of the Ministry of Justice that perform registrar’s functions may request other documents and information.

In the case of absence of any of the above documents, the final list of documents should be agreed on with your consultant at GSL Law & Consulting.

Taxes and reporting

Taxation

In the Republic of Belarus, taxes and duties are divided into republican ones (for example, value added tax / VAT, profit tax, personal income tax, professional income tax, real estate tax, land tax, etc.) and local ones (for example, resort fee, procurement fee).

Two taxation systems apply: simplified and general. Transitioning to the simplified taxation system not only decreases tax burden, but also eases accounting: all legal entities that apply this taxation system must keep records in the book of income and expenditure of entities that apply the simplified taxation system (book of income and expenditure)*. If certain conditions are met regarding the number of employees and the size of gross revenue, keeping records in this book replaces the obligation to keep accounting records.

*The portal of the Ministry of Taxes and Duties has a service named “Book of income and expenditure of payers of the simplified taxation system”, which allows taxpayers who apply the simplified system to keep records in the book of income and expenditure online on the payer’s personal page (using this service is a right but not an obligation of a taxpayer).

Profit tax

Payers of profit tax in the Republic of Belarus are organizations (individuals and sole proprietors do not pay this tax).

Taxable items include:

  • gross profit,
  • dividends and equivalent income paid by Belarusian organizations.

The standard rate of this tax is 20% (before 2023, it was 18%). However, in 2024, progressive taxation was introduced in the country: for legal entities whose cumulative total of profit tax base calculated for the whole tax period exceeds certain threshold, the profit tax rate is set at 25% (in 2024, the threshold was set at BYN 25 000 000). There is also a 30% rate applied to companies that conduct certain activities (commercial microfinance organizations included in the register of microfinance organizations, cellular mobile telecommunications operators and operators appointed in accordance with legislation and mandatorily providing generic telecommunications services in the territory of the Republic of Belarus).

VAT

The standard VAT rate is 20%. Decreased rates of 10% and 0% may also be applied.

Reporting and audit

According to legislation, business companies must organize and keep accounting records and other records of financial and economic activity (book of income and expenditure), of their branches and representative offices, and make financial statements, statistical and other reports.

When required by the Law “On Business Companies” or other pieces of legislation, reliability of financial statements (data of the book of income and expenditure) must be confirmed by the inspection committee / inspector or audit organization / auditor who is a sole proprietor.

To determine tax burden of a company and reporting and audit requirements applicable to it, we recommend consulting experts of GSL Law & Consulting (we can organize such consultations on request).

Compliance fee

Compliance fee is paid in the case of a company’s incorporation, renewal, liquidation, transition to another agent, issue of a power of attorney to a new attorney, change of director / shareholder / beneficiary, and signing of documents.

Service fees*

Service
Fee
Incorporation of a limited liability company in the Republic of Belarus, including:
- preparation of a complete set of documents for incorporation of the LLC (with the standard articles of association)
- representation of interests of founders before registration authorities by power of attorney / accompanying founders during incorporation of the LLC (in the case of their personal presence)

The government fee for company incorporation, expenses for notarization of documents (if necessary) and other associated expenses are paid separately.

from EUR 2 700
Assistance in opening an account with a Belarusian bank
from USD 3 000
Obtaining a special permit for a foreign citizen to engage in labor activity in Belarus, including:
- preparation of necessary documents to obtain one special permit
- assistance to the LLC in the administrative procedure (communication with migration authorities, representation of interests of the LLC by power of attorney, etc.)

The services do not include assistance in obtaining a visa for foreign citizens to enter to the Republic of Belarus, payment of government fees, expenses for notarization of documents (if necessary), and other associated expenses.

from EUR 2 900
Preparation and filing of financial statements, accounting services
on request
Compliance fee
Paid in case of:
- company’s incorporation,
- company’s renewal,
- company’s liquidation,
- transfer to another agent / administrator,
- issue of a power of attorney for a new attorney,
- change of director / shareholder / beneficiary,
- signing of documents.
USD 350 (standard fee, including check of 1 individual
+ USD 150 for each additional individual (director, shareholder or beneficiary) or legal entity (director or shareholder) if legal entity is served by GSL
+ USD 200 for each additional legal entity (director or shareholder) if legal entity is not served by GSL
USD 450 (fee for high-risk companies, including check of 1 individual)USD
100 (signing of documents)

* The service fees are effective as of June 2025. The fees do not include VAT. The complete calculation can only be done after an exact order has been made and all options required to incorporate a company in each specific case have been taken into account.

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