Setting up a company in Belarus

A new application-based registration procedure in the Republic of Belarus took effect on February 1, 2009

Important information about how to set up a company in Belarus, what your options are and how long the process takes

What are the options for setting up a company in Belarus?

The Belarusian government welcomes responsible foreign companies looking to set up in the country.

If you want to trade as a foreign or international company in Belarus, you need to set up in one of two ways:

• as a representative office (RO)
• as a legal entity

Both options require you to register with the Tax Authorities.

Traditionally representative offices in Belarus were just that – organisations operating as ambassadors for foreign companies, but without a taxable presence in the country.

Today you can have a taxable presence with a RO, and can sign contracts and carry out negotiations.

However, if you want to carry out long-term commercial activity within Belarus, setting up a legal entity may be a better option.

In Belarus there are three main types of legal entity. These are:

• Joint Stock Companies
• Limited Liability Companies
• Unitary Enterprises

Joint Stock Companies in Belarus

Joint Stock companies are companies whose capital is divided into a definite number of shares. They fall into two categories:

• Open Joint Stock Companies (Otkriytoe Aktsyonernoye Obshchestvo or OAO). These companies are allowed to offer an unlimited amount of shares and are the only type of legal entity that can be openly traded.
• Closed Joint Stock Companies (Zakrytoe Aktsyonernoye Obshchestvo or ZAO). This is the most common type of Joint Stock Company in Belarus. Shares are limited to the founders or to pre-determined groups, and there is no obligation to publish accounts.

Limited Liability Companies

A Limited Liability Company (Obshchestvo s Ogranichennoy Otvetstvennostyu or OOO) is the most flexible type of company structure.

As it does not technically have shares, it is not liable to Belarusian securities legislation.

Unitary Enterprises(UE)

Unitary enterprises are a popular choice among foreign companies trading in the Belarus economy. With this structure, the company founder retains ownership of the assets.

How do you set up a representative office in Belarus?

Representative offices have the simplest set-up procedure, requiring just:

• an application form
• statutory documents (parent company registration etc)
• power of attorney, translated and apostilled (notarised or authenticated) in Belarus, giving the RO authority to work under the conditions of the parent company

Representative offices must:

• register with the tax authorities
• keep accounts
• pay taxes

How do you set up a legal entity in Belarus?

A new application-based registration procedure for legal entities has been in place since 1 February, 2009. The process involves:

• state registration (including registration with Tax Authorities, State Social Funds department and the State Statistical Board)
• producing a company stamp / seal
• opening bank accounts

The minimum Charter Capital for legal entities with foreign investment is 20,000 Euro.

How long does it take to set up a company in Belarus?

Each case is different, but for general guidance the timescales are as follows:

Representative offices: once all documents are ready, the process should not take more than 7 days

Legal Entities: generally 7-10 days (but longer for Joint Stock Companies, which need to register their Share Issue with the State Securities Commission)

Remember that it can take some time to get the necessary documents together, and you should also allow time for notarisation of official papers.

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