A foreign investor who wants Belarusian real estate — an office, a warehouse, a rental building — usually assumes they will simply buy it in their own name. In Belarus that is often not the clean route, for a reason most people do not expect: foreign persons cannot own land here. Under the Code on Land, a foreign organisation may only lease land, not own it, so a building sits on leased ground — and holding the whole thing personally as a non-resident adds its own tax on rent and on sale.

The standard, and usually better, structure is to hold the real estate through a Belarusian company you own outright: the company owns the building, holds the land on a lease, pays the local property taxes, and — the part that pays off years later — gives you two ways out. You can sell the property, or you can sell the company. Those two exits are taxed very differently, and the tempting one — selling the company to avoid re-registration — does not always escape Belarusian tax. This piece is the structure, the tax, the registration and the exit, in that order.

It is general information, not legal advice. Real-estate tax and treaty positions are fact-specific and change, so confirm the current position for your property.

Why a company, not your own name

Two facts push foreign real-estate ownership into a company. The first is land: a foreign organisation cannot own a land plot in Belarus under the Code on Land — it can only lease one — so there is no route to owning the ground your building stands on directly. The second is tax: a non-resident holding Belarusian property in its own name is taxed on the income it earns from that property, on rent and on sale, as a non-resident, which is administratively heavier and often costlier than the resident route. A Belarusian company that you own 100% solves both — it is a resident that can own the building, hold the land lease and be taxed on ordinary resident terms — which is why the company-holding structure is the norm here, not a workaround. Setting up the company is the first step of buying the property, not a separate project.

Residential property and the narrow exceptions

One nuance for completeness: the land bar is not absolute for individuals. A foreign citizen can, in narrow cases — chiefly residential plots, dachas or garden plots received by inheritance — hold land in private ownership, and a foreign individual can generally own a house or flat that sits on leased land. But for the commercial real estate this article is about — offices, warehouses, rental buildings held for investment — the company-holding structure remains the route, and the land under a commercial building is leased whoever owns the building. Treat the residential exceptions as exactly that: exceptions that do not change the commercial picture.

What the company can and can’t own

The split between building and land is the thing to internalise. The company can own the building, the premises or the structure outright and put it to commercial use — let it, operate from it, sell it. The land beneath it, though, holds on a lease, because even a Belarusian company owned by foreigners is, for most sites, in the leased-land world that the Code on Land sets for foreign investors. So the ground under your asset is a contract, not a title: a lease with a term, a renewal, and lease payments. That is not a defect — it is simply how commercial land is held here by foreign-owned entities — but it shapes both the running cost and the exit, because whoever buys the building later also steps into the land lease. Structure the holding as an LLC and the building sits cleanly inside it.

The purchase itself: how the company acquires the property

Between deciding to buy and owning the asset sits the transaction, and it has its own diligence. Before the company signs, check the property the way you would check a counterparty: confirm the seller’s title on the register, look for encumbrances — mortgages, arrests, third-party rights — and read the land lease, because you are inheriting its term, its rent and its conditions along with the building. The purchase then runs as a contract of sale, the title is re-registered to the company on the real-estate register, and the land lease is re-issued or assigned to the new owner. For a building bought from an existing owner, the land underneath does not become yours to own — it stays a lease, now in the company’s name. Get the property diligence right before signing, not after: a clean-looking building on a problematic lease, or with an encumbrance you missed, is a problem you buy along with it.

Registration

Ownership is recorded on a register, and getting on it correctly matters as much as the purchase. Title to the building is registered in the unified state register of real estate, the rights to it and transactions with it — run by the National Cadastral Agency and its territorial organisations — and the land right is registered as a lease. The registration law sets the procedure. In practice the company appears on the register as the owner of the building and the lessee of the land, and both entries are what a bank, a tax office and a future buyer will rely on. As with the corporate register, the entry, not the contract, is what the outside world sees — so the registration step is the one that makes your ownership real.

The taxes while you hold

Holding and letting property through the company carries an ordinary, predictable tax footprint. There is real-estate tax on the building; lease payments for the land, rather than land tax, because the company does not own the land; profit tax on rental income if the property is let; and VAT on the rent and on a later sale. Rent is received into the company’s bank account and runs through its books like any other revenue, and the property’s taxes are part of the annual cycle our corporate-tax guide sets out. None of it is unusual for a resident company that owns and lets a building — the point is simply to budget it as an ongoing cost of holding, not to be surprised by it.

The exit: sell the property, or sell the company

Here is where the structure earns its keep, because there are two ways out and they are taxed very differently. An asset sale — the company sells the building — triggers profit tax on the gain and VAT, and the buyer takes on the land lease and re-registers the title in their name. A share sale — you sell the company itself, by transferring the participation interest — keeps the property with the entity, avoids VAT and any property re-registration, and moves ownership simply by moving the stake.

The share sale looks obviously cleaner, and often it is — but here is the sting most people miss. Selling the company does not automatically escape Belarusian tax, because a company whose value is mostly Belarusian real estate is treated specially: a non-resident’s gain on selling shares in such a “real-estate-rich” company can be taxed in Belarus, subject to whatever double-tax treaty applies. So the choice between the two exits is not “asset sale is taxed, share sale is free” — it is a genuine comparison of profit tax and VAT on one side against a taxable share gain, and treaty relief, on the other. The table below lays them out.

Treaties and the exit: where the owner sits matters

The exit tax on a share sale turns on a document you may not have thought about when you bought: the double-tax treaty between Belarus and the country where you, the owner, are resident. Ordinarily a treaty might give the right to tax a share gain to the seller’s home country — which is what makes a share sale look tax-free in Belarus. But many modern treaties carry a “land-rich company” clause that hands the taxing right back to Belarus precisely where the company’s value is mostly Belarusian real estate, which is your situation. So whether the share-sale gain is taxed in Belarus depends on your specific treaty, and two owners selling identical companies can face different outcomes purely because they are resident in different countries. This is why treaty advice belongs at the start, when you choose where to hold the company from — not at the exit, when the choice is already made.

Structure it right from the start

Because the exit is where the tax lands, the exit should shape the structure before you buy. If you expect to sell the property to an operating buyer one day, an asset sale may be the natural end, and the structure can be simple. If you expect to sell the investment as a whole, a clean single-asset holding company makes a share sale straightforward — one property, one entity, easy for a buyer to diligence and take over. Either way, keep the company’s records and the property title clean throughout, and — if you are a non-resident owner — take treaty advice early, because which treaty applies can change the exit maths entirely. Decide the holding structure with the exit in mind, not the purchase alone.

A worked example: the warehouse and the two exits

Put it together. A foreign investor buys a warehouse near Minsk through a Belarusian company they own, on land the company leases; the company lets the warehouse and pays real-estate tax, land lease payments, profit tax on the rent and VAT along the way. Years later a buyer appears. If the investor takes the asset route, the company sells the warehouse: it pays profit tax on the gain and VAT, the buyer re-registers the title and steps into the land lease, and the investor is left holding an empty company to wind down. If instead they take the share route, they sell the company: no VAT, no property re-registration, the warehouse and its lease stay put — but the gain on the shares may still be taxable in Belarus under the real-estate-rich rule, subject to their treaty. Same warehouse, same price; the tax, and the paperwork, depend entirely on which exit — and that is a decision better modelled at purchase than discovered at sale.

Common mistakes foreign owners make

A handful of errors recur. The first is trying to buy the land — a foreign owner cannot, and time spent chasing land ownership is time wasted. The second is holding the property personally as a non-resident, taking on non-resident income tax that the company structure avoids. The third is assuming the share-sale exit is automatically tax-free, and being surprised by the real-estate-rich company rule at sale. The fourth is forgetting the VAT on an asset sale when modelling the numbers. The fifth is neglecting the land lease — its term, its renewal, its rent — and finding at exit that a buyer balks at a lease with only a few years left. And the sixth is skipping the property diligence and buying an encumbrance along with the building. Every one of them comes from treating a Belarusian property purchase as just a purchase, rather than a structured hold with a planned exit. Get the structure and the exit right at the outset and the property is a clean, saleable asset; get them wrong and you own something harder to sell than it was to buy.

Two ways out: the property or the company

The same asset, two exits — and the share sale is cleaner, not automatically tax-free.

*General guide; the tax outcome depends on the property, the numbers and any double-tax treaty, so model both routes for your case.

Conclusion

Owning Belarusian real estate as a foreigner is really a structuring question, not a purchase. Because you cannot own the land, the property sits in a company you own, which carries the property taxes and gives you two exits taxed very differently — and the company-sale exit is not the automatic tax escape it looks like. Get the structure, the registration and the tax right, and decide the exit before you buy, not after.

If you are looking at Belarusian real estate, tell us the property and how you plan to hold and eventually sell it, and we will set up the holding company, register the building and the land lease, handle the property taxes, and structure the exit — asset or share — for tax. Get in touch and we will take it from there.