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
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.
Belarusian laws provide for various organizational-legal forms of commercial organisations. Most legal entities choose the following types as the most convenient for business:
- 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 orZAO). 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 are a popular choice among foreign companies trading in theBelarus 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. You must provide the following set of documents to the Ministry of Foreign Affairs of Belarus:
- an application form,
- copy of the parent company registration in the country of origin,
- regulations of a representative office,
- power of attorney for the head of the representative office,
- power of attorney for the person authorized to conduct business on opening a representative office,
- document confirming the payment of the registration fee.
The documents in foreign languages should be translated into Belarusian or Russian and notarised, or legalized (apostilled).
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, the State Statistics Board, the Social Security Fund)
- producing a company stamp
Commercial organizations can decide on the size of their authorized fund independently, which should be announced in the Belarusian rubles.
The minimum authorized fund is set only for joint stock companies. It is denominated in the Belarusian currency proceeding from the size of the base amount (on the day of submitting the documents to the registration body):
- for private companies – 100 base amounts
- for open joint-stock companies – 400 base amounts
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 10 days
- on the day of documents submission the charter (the foundation agreement) of the company gets a state registration stamp;
- within the working hours following the day of the submission of the documents the company receives a certificate of state registration;
- within five working days the company gets automatic registration with the tax bodies, state statistics authorities, the Social Security Fund of the Labor and Social Security Ministry, and also the registration with the Belarusian national unitary insurance company Belgosstrakh.
The process is longer for joint stock companies, which need to register their share issue with the State Securities Register.
Remember that it can take some time to get the necessary documents together, and you should also allow time for notarization of official papers.