Open_company_in_Belarus Open company in Belarus

Open company in Belarus

In 2017, there were more than 140,000 different companies operating in the Republic of Belarus, and for 11 months of 2018, more than 10,000 companies were registered in the Republic of Belarus.
Nowadays the procedure for setting up a company in the Republic of Belarus has been simplified as much as possible. In fact, the whole procedure for setting up a company in Belarus is regulated by one law – Decree No. 1 (hereinafter – the Decree) of the President of the Republic of Belarus dated January 1, 2009. This law describes in detail all the procedures for setting up a company in the Republic of Belarus, as well as all the necessary documents for setting up a company in Belarus.

In accordance with the legislation on companies, the following types of the companies can be set up in the Republic of Belarus:
1) Closed Joint Stock Company (CJSC);
2) Unitary Enterprise (UE);
3) Open Joint Stock Company (OJSC or Public company);
4) Limited Liability Company (LLC);
5) Additional Liability Company (ALC).
In accordance with official statistics, the most popular form of company in Belarus is Limited Liability Company (LLC). As a rule, more than 90% of all companies in Belarus are set up in the form of LLC.
Below you will find detailed information about each type of company mentioned above.

Limited Liability Company in Belarus
Number of shareholders: minimum 1, maximum 50.
Minimum capital required: no minimum; it can be even USD 1.
Corporate structure: General Meeting of Shareholders – Board of Directors (it can be created additionally) – Director.
Number of employees: no minimum and no maximum.

Closed Joint Stock Company in Belarus
Number of shareholders: minimum 1, maximum 50.
Minimum capital required: approximately USD 1000.
Corporate structure: General Meeting of Shareholders – Board of Directors (it can be created additionally) – Director.
Number of employees: no minimum and no maximum.

Open Joint Stock Company in Belarus (Public company)
Number of shareholders: minimum 1, no maximum.
Minimum capital required: approximately USD 4000.
Corporate structure: General Meeting of Shareholders – Board of Directors (it can be created additionally) – Director.
Number of employees: no minimum and no maximum.

Additional Liability Company in Belarus
Number of shareholders: minimum 1, maximum 50.
Minimum capital required: no minimum; it can be even USD 1;
Corporate structure: General Meeting of Shareholders – Board of Directors (it can be created additionally) – Director.
Number of employees: no minimum and no maximum.

Unitary Enterprise in Belarus
Number of shareholders: 1 (one).
Minimum capital required:  no minimum; it can be even USD 1;
Corporate structure: owner – Director.
Number of employees: no minimum and no maximum.

3 (three) steps to start company in Belarus:

Step 1. Approval of the company name in Belarus
Each company registered in Belarus should have its own unique name. There are some rules and requirements about the name of the future company (here you can see only few rules):
1. Each company should have a full name and short name both in Russian and Belarusian languages;
2. It should not contain the official names of countries;
3. It should not contain the following words: “best”, “only” and some other words;
4. It should not contain the names of famous people.
The approval procedure of a company name should be done before applying for the company incorporation procedure. It should be done in the Companies House. If the name of your company is approved the abovementioned office will issue a special paper (Approval) about it.
The name of the company can be agreed by its founder or his representative under power of attorney.
You can check the name of the company in advance here: http://egr.gov.by/egrn/index.jsp?content=findname

Step 2. Drafting of the Charter of the Company
The main document regulating relations within the company is the Charter of the company. We recommend you to work out the Charter in detail, because in the future, in case of any conflicts, the Charter will be the document which the lawyers or court will rely on to solve your internal problems.
The Charter of the company is signed by all founders or their representatives.
If you decided to set up a company in Belarus – you can do it in 2 (two) ways:
1. You can come to Belarus personally and open company in Belarus together with a lawyer here;
2. You can do it remotely: in this case you will need to draw up a power of attorney for the Belarusian attorney-in-fact and notarize a passport copy. These 2 documents should be apostillized (or legalized in another way).

Step 3. Submission of documents to the registration authority.
At this stage, all the founders need to come to the registration authority and submit all the necessary documents for the registration of the company. On the day of document submission the company will be considered registered.
Period of time

Usually for a professional lawyer it takes between 2 (two) and 4 (four) working days to open a company for his client in Belarus. (Here you can find the list of professional lawyers and law firms in Belarus). It can take longer if for example some documents should be translated or notarized.
After registration of a new company the Director should order a seal of registered company. When the seal is ready the Head of the company can go to the bank and open a bank account. Usually opening of a bank account takes a maximum of 1 day.

If you are planning to appoint a foreign citizen to the position of the Director it is obligatory to obtain a special work permit. Usually in practice it takes about 25-30 days to get this special work permit.

F.A.Q. about company formation in Belarus

QUESTION: If I register a company in Belarus can I get a residence permit to stay there?
ANSWER: Yes. Setting up a company in Belarus allows you to get a residence permit for a term of 1 year and also a 1-year multiple visa.

QUESTION: If my company in Belarus is not active do I have to do something related to the tax return etc.?
ANSWER: Yes. Once per quarter you have to submit a ZERO tax report and other reports.

QUESTION: Can I bring foreign citizens to work for me?
ANSWER: Yes. In this case you need to get a work permit for each foreign employee (except Russia and some other countries).

QUESTION: Can I manage my bank account remotely?
ANSWER: Yes. In this case you have to connect to the Internet banking system of your bank.

QUESTION: How many days will it take to open company in Belarus?
ANSWER: Usually it can be done within 2-3 working days.

QUESTION: I came to Belarus on a tourist visa/visa free. Can I open a company or I have to leave and come back on a business visa?
ANSWER: You can open a company even if you came on tourist visa/visa free.

QUESTION: If my company in Belarus is not active for more than 6 (six) month will the government close it down?
ANSWER: Your company can be inactive within 24 (twenty four) months.

QUESTION: How long does it take usually to close down a company in Belarus?
ANSWER: It takes usually between 6 and 9 months to close a company in Belarus.

QUESTION: If I don’t have an office in Belarus can I still open a company?
ANSWER: You can use virtual office services until you find a real office.