Company Formation Belarus
Updated on Thursday 06th December 2018
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The Republic of Belarus is an Eastern European country that presents attractive investment opportunities in areas like agriculture, the food and pharmaceutical industries, the chemical and petrochemical industry but also transport and logistics and mechanical engineering – to make a few of the opportunities that await investors who focus on this country.
Opening a company in this country is facilitated by our team of offshore company formation agents who are accustomed to working with foreign investors who are interested in opening a legal entity in Belarus.
The first step for all investors interested in company formation in Belarus is choosing the appropriate type of legal entity. All of the types of companies are described in more detail below in this article. The following list includes the major steps needed to start a business, from choosing the entity type to registration and tax compliance:
- Decide on the type of company: the founders are required to decide upon a suitable form of legal entity which may be chosen according to the size of the future business, the business field or industry, the available capital and whether or not the company is an extension of a foreign company (applicable to branches and subsidiaries as well as representative offices).
- Choose company name: the name of the new legal entity needs to be unique and registered with the authorities.
- Draw up the company documents: the Articles of Association are drawn up and may be notarized; this is also the stage when investors appoint the company director and include his name in the incorporation documents; the address of the registered office will also be included in the documents.
- Register the company: the documents are submitted for state registration and the new company will officially exist as a legal entity in Belarus.
- Post-registration: included in this stage are opening a bank account and depositing the minimum share capital, preparing the company seal and concluding the registration of shares for the joint stock company and the open joint stock company types.
The steps described herein are only a summary of the actual procedure. Foreign investors can choose to work with our team of offshore company setup agents who specialize in Belarus matters. With our help, the company formation process can be completed in the shortest amount of time possible.
Types of companies in Belarus
When they decide to open a company in Belarus, investors can choose between four main types of corporate forms. Additionally, foreign companies can also open a branch or a representative office, whichever best suits their needs when entering the market.
Below, investors can find details about the most commonly used business forms in Belarus. For more detailed information, as well as assistance for opening any one of these business types, you can reach out to our Belarus offshore company formation agents.
- Belarusian Limited Liability Company - This entity is the most common company type used in Belarus. It is designated for small to medium-sized businesses, implying a rather simple incorporation process. The company can be established by two or more individuals (a maximum of 50) who provide a charter capital split into shares. The minimum authorized capital is 1 kopek. The types of shares are stated in the incorporation documents. The members of a limited liability company are liable for the company's debts and obligations only to the extent of their contributions. This is the most widely used business form in Belarus.
- Belarusian Open Joint Stock Company - A Joint Stock company can be established by two or more founders. They must provide a share capital divided into shares nominated in the company charter. Usually, the minimum authorized capital for this business form is approximately 4,000 euros. Shareholders of this company type are not held responsible for the losses and debts of the JSC with their personal assets, having a liability limited to their contribution. Shareholders of a JSC do not have to seek the consent of fellow shareholders in order to sell their shares and are able to enlist in a trade market. The maximum number of shareholders is unlimited.
- Belarusian Closed Joint Stock Company - The closed JSC is an ordinary JSC, being established by two or more founders (a maximum of 50) who provide together a share capital, receiving shares with a nominal value. Their liability is set by their contribution, not being held responsible for their personal assets to the company's debts and obligations. The main difference resides in the fact that shareholders may not sell their shares to the public without securing the consent of fellow shareholders.
- Belarusian Branch, Subsidiary or Representative Office – the subsidiary is a separate legal entity from the foreign company (it is a locally registered legal entity with legal capacities, like any other Belarusian company); the branch is an extension of the parent company and the foreign corporation will bear liability for its debts and obligations. The representative office is one that can only be used for activities related to market research, establishing a market presence and exploring the available investment opportunities. These offices are registered with the Ministry of Foreign Affairs and function based on permits issued for a period of three years.
- Belarusian Unitary Enterprise – This is suited for those entrepreneurs who wish to establish their business on their own and the sole owner will also be the one to be fully liable for the debts and obligations of the business; this is considered the business form with the highest level of liability for the founder.
Company formation in Belarus is a process that lasts approximately one week and a half, with the state registration of the company being performed in the same day. The subsequent tax registration of the new legal entity is performed with the Ministry of Tax and Duties.
BridgeWest is also able to offer ready-made Belarusian companies, a suitable option for those investors interested in offshore incorporation in Belarus who wish to skip the incorporation process for a new company and be able to trade much faster. The shelf company or the ready-made company is a legal entity, for example, a limited liability company, that has been incorporated and registered as per the local laws but which has been left to “age”, without having any trading history. One of our agents can give you complete information about the advantages and the due diligence process when purchasing an already existing company.
Specialized company formation services in Belarus
BridgeWest, a team of experienced agents in European and offshore incorporation cases, provides company formation services in Belarus. Our assistance includes:
- drafting the Articles of Association (necessary for the company incorporation in Belarus); The Articles of Association can be signed through Power of Attorney, therefore the physical presence of the shareholders and directors is not required.
- drafting all other documents required for opening a company in Belarus. These documents are Specimen Signatures, Affidavits, Special Forms provided by the Belarusian Trade Register.
- arranging the needed Public Notary procedures (if the foreign shareholders visit the country) and/or certified translations (if the shareholders will provide the required documents via postal mail).
- setting up a bank account for the company opened in Belarus. This is the account where the initial share capital will be deposited and it will also be the company's current account.
- recommending a Belarusian accountant; Accountancy services are recommended for any new business registration in Belarus.