Company Registration in Belarus - Business Starting & Setup

Legal system of Belarus belongs to the Romano-Germanic legal family.

The main sources of law are laws and regulations, among which the Constitution holds supreme legal force. Among others are resolutions of the republican referendum, acts, decrees and edicts of the President as well as by-laws.

Legislation of Belarus provides for the establishment of the following types of companies:

Individual entrepreneur in the Republic of Belarus (IE) is a natural person conducting any activity that generates income and registered as an IE in the manner prescribed by law.

Business activity means any production of goods and services for sale.

In April 2024, President of Belarus signed amendments to business activity laws according to which registration of new IEs ends on 1 October 2024 and a transition period is set until 1 January 2026 during which existing IEs must be reorganized into business entities.

A simplified transition procedure is established for such IEs with succession of all rights and obligations in relation to the budget and counterparties.

In accordance with the Civil Code of the Republic of Belarus, unitary enterprise is a business entity that has no ownership right to property assigned to it by the owner.

Property of such a legal entity is undividable and may not be divided into contributions (shares, units), including among employees of the enterprise.

A unitary enterprise can be state-owned (republican or municipal) or private depending on the property based on which it was established.

Property of a state-owned unitary enterprise belongs to the Republic of Belarus and the enterprise on the basis of operational management or on the basis of economic control (if it is republican) or to some administrative unit and enterprise on the basis of economic control (if it is municipal).

Property of a private unitary enterprise belongs to the owner of the property and the enterprise on the basis of economic control.

A joint-stock company whose shares can be placed and circulated among an unlimited number of persons is an open joint-stock company (OJSC). It means that shareholders have the right to freely sell their shares to anyone without consent of the other shareholders.

An OJSC must disclose information about the joint-stock company to the extent and in the manner determined by securities legislation.

At least 2 shareholders are required to organize an OJSC, and there is no upper limit for the number of shareholders.

The minimum authorized capital of an OJSC is 400 base values. The base value is set in Belarusian rubles (BYN). On 1 September 2024, the base value was 253 BYN.

Both individuals and organizations may be shareholders.

Closed joint-stock company (CJSC) is a business entity whose authorized capital consists of securities (shares). Only individuals may be shareholders.

A CJSC may only carry out private (among a limited number of persons) placement of new shares.

If one of founders (individuals) decides to withdraw from the CJSC, they may sell their shares, but only to another founder. There must be no strangers in the company.

The minimum authorized capital of a CJSC is 100 base values.

Limited liability company in Belarus (LLC) is a company the authorized capital of which is divided into shares whose size is determined by the Articles of Association. Members of an LLC are not liable for its obligations and bear the risk of losses connected with the company’s activity to the extent of the value of their contributions.

An LLC can be established by one individual and can even consist of one member.

The main constitutional document of a company is the Articles of Association containing the main provisions about the legal entity’s activity as well as other organizational matters.

The size of the authorized capital is determined by the LLC.

LLC is one of the most common forms of incorporation to conduct business activity in the Republic of Belarus.

Additional liability company (ALC) is a company the authorized capital of which is divided into shares whose size is determined by the Articles of Association.

An ALC may be established by a legal entity when meeting certain requirements.

One to fifty individuals may be founders of an ALC.

In the case of bankruptcy, the debt is divided equally among all founders.

A company may establish representative offices and branches, which are not legal entities and act on behalf of that company.

Representative office is a separate division of a company situated outside its location that represents and protects its interests. It makes transactions and performs other juridical actions on behalf of the company.

Branch is a separate division of a company situated outside its location that performs all or part of its functions, including representation functions.

The company that has established representative offices and branches is liable for their activity.

A Belarusian company must have its name in one of the official languages: Belarusian or Russian.

The company name of an LLC must contain the name itself and the words “with limited liability”.

A company name must meet the uniqueness requirements: do not repeat any other name and exclude even partial overlap with existing names.

A company name must not repeat names of companies in other countries. An exception can be made if permission has been obtained to use the name of a legal entity that will conduct its activity in the Republic of Belarus.

Using the words “national, “Belarusian”, “Belarus” and “republic” in a company name is prohibited.

A company name can be checked and approved through the web portal of the Unified State Register of Legal Entities and Individual Entrepreneurs.

The following steps need to be taken to establish a company in Belarus:

1. Determine the structure of the company, the size of the share capital and the kind of activity.

2. Check and get the company name approved.

3. Pay for services.

4. Provide the registration authority with relevant documents:

• LLC incorporation application;
• Articles of Association of the LLC + its electronic copy;
• passports of members (founders);
• proof of the approved name of the LLC;
• receipt for payment of the government fee;
• a non-resident must provide a notarized copy of their ID card with its translation; a legal entity must provide an extract from the trade register of the country of incorporation.

The company incorporation procedure takes up to 5 workdays.

5. Open an account with a Belarusian bank. An account must be in Belarusian rubles and in addition (optional) in another currency.

6. Choose a taxation system.

An LLC may choose between the simplified and general taxation systems. It depends on the number of employees, kind of the company’s activity and capital.

Under the simplified taxation system (STS), it is possible to pay tax at 5% or 3% of the gross income with or without VAT.

The STS is normally chosen when the number of employees does not exceed 50.

In the case of choosing the STS, the taxpayer must file a statement of choice of this taxation system with the tax authority within 20 days after registration.

If a company chooses the general system, it will pay VAT and profit tax at an 18% rate.

Legislation of the Republic of Belarus provides that each company must have a registered address (the company’s location).

Currently, a seal is not mandatory for legal entities’ activity in the Republic of Belarus. Absence of a seal on documents does not affect their legal force.

Both individual founder and any other individual may be director of an LLC. There are no residency requirements.

Director of an LLC is elected by the general meeting of founders (members, shareholders).

An LLC may establish a board of directors (supervisory board) by resolution of founders (members) in accordance with the Articles of Association.

Belarusian LLCs are not required to have a secretary.

An LLC must have at least 1 founder. Both an individual and a legal entity may be a founder. There are no residency requirements.

In the Republic of Belarus, since 2021, it is possible to incorporate an LLC whose sole member is a company consisting of one member.

Since 2020, legal entities in Belarus must identify their beneficial owners.

Legal entities must record and keep reliable information about their beneficiaries and provide it at request to authorized state agencies, the Financial Monitoring Department and persons making financial transactions.

The following information must be found out and kept:

• full name;
• citizenship;
• date and place of birth;
• place of residence and/or place of stay;
• details of identification document.

The authorized capital of an LLC consists of the values of its members’ contributions.

The minimum size of the authorized capital of an LLC is not limited and must be stated in the registration documents of the LLC.

Both Belarusian citizens and residents of other countries can participate in the formation of the authorized capital. Belarusians contribute to the authorized capital in Belarusian rubles, and foreigners may contribute in any currency.

Exemption of founder of an LLC from the obligation to make a contribution to the authorized capital of the LLC is not allowed.

A decrease in the authorized capital of an LLC is only allowed after all its creditors have been notified.

According to the law of the Republic of Belarus, 1 year is given to form the authorized capital of a company with national capital, and 2 years, with foreign capital.