There are two options into the Belarusian market. You can start a company from scratch — register a new entity, structure it the way you want and build it up — or you can buy an existing one and step into a business that is already up and running. Both routes lead to the same place, a Belarusian company under your control, but the journeys could hardly be more different. For foreign capital entering Belarus, the right choice depends less on preference than on what you are actually trying to achieve.
The conventional wisdom is that buying is faster and building is cleaner. That is only half true. A purchase does give you an operating entity with a history, licences and contracts in place from day one, whereas a new company has to earn all of that over its first year. But ‘faster’ comes at a price: inherited liabilities, a heavy due diligence workload and, in Belarus specifically, a layer of state approvals that regularly catches foreign buyers off guard and that a new company never has to deal with. The two options are not simply a fast and a slow version of the same thing. They involve different risk profiles, different cost structures and different kinds of work, and the route that suits a seasoned operator buying into a regulated sector is rarely the one that suits a founder launching something new.
This guide walks through that choice as it stands in 2026: what each route actually delivers, what it costs in time, money and risk, and the Belarus-specific factors — above all the consent regime for acquiring stakes in local companies — that can easily change the calculation. Read it before you fall for a particular target, or before you assume that building from scratch is the only sensible option.
The great virtue of incorporation is that you start with nothing — and in this context, nothing is an asset. A newly registered company, such as an LLC, has no debts, no tax history, no pending litigation and no skeletons in the cupboard, because it has no past at all. You design the structure, choose the name and business activities, pick the tax regime and build exactly the company you want, rather than adapting one that someone else built for different purposes. For most foreign investors, most of the time, this is the default — and the simplest — route.
The cost is time, and the need to build everything from zero. A new company has no track record: no banking relationship until it opens an account, no operating licences until it obtains them, no customer contracts, no staff and no reputation. The first year is a ramp-up — setting up, hiring, closing the first deals — and in sectors where a licence or a track record is the real barrier to entry, that ramp-up can be long. Start from scratch, and you inherit neither risks nor advantages.
It is also the predictable route. The registration process is well established, the costs are known in advance, and thanks to the one-stop-shop principle most follow-on registrations with state authorities happen automatically. If what you need is a clean vehicle for your own business and you can afford the ramp-up, a greenfield set-up is usually the lower-risk option — most of the uncertainty lies in running the company afterwards, not in forming it. Predictability also has a value of its own: with a new company you know exactly what you are getting because you are building it, whereas with a purchase the central question is always whether what you were shown is the whole picture. For a first entry into an unfamiliar market, that certainty can be worth more than the head start an acquisition would buy.
An acquisition solves the ramp-up problem by buying a business that has already made the climb. The target comes with everything a new company lacks: an operating history, bank accounts, licences and permits, customer and supplier contracts, employees who know the business, and a reputation that can matter enormously for tenders, financing and hard-to-get authorisations. Where a licence is difficult to obtain from scratch, or where a track record is a commercial prerequisite, buying a company that already has them can be worth far more than the price tag.
The price, though, is not just the purchase price. When you buy a company, you buy all of it — including the parts you cannot see. Its debts become your company’s debts; its tax position, including any exposure from past years, comes with it; pending or threatened litigation, employment claims, contractual obligations and regulatory issues all transfer, because the legal entity stays the same — only the owner changes. A company that looked like a bargain can turn out to carry liabilities that dwarf the saving.
This is why an acquisition is never just a purchase decision; it is a purchase decision wrapped in a due diligence exercise. The shareholder and corporate history you are buying has to be understood before you own it, not after. The very thing that makes buying attractive — continuity — is also what makes it risky, because continuity cuts both ways. The same unbroken thread that carries a valuable licence forward also carries an old tax dispute, and you usually cannot take one without the other. That is the deal you are really evaluating: not whether the company is good, but whether its strengths outweigh what is hidden in it — and whether the price and the contractual protections reflect both.
‘Buying a company’ can mean three quite different transactions, and the distinction matters. The most common is a share deal: you buy the shares or participation interests in the company, and the entity itself carries on unchanged under your ownership. You take on everything — the good (licences, contracts, history) and the bad (every liability). The transfer of an LLC participation interest is notarised and the change of members is registered, but the entity itself continues without interruption. It is the simplest way to preserve continuity — and the riskiest in terms of inherited exposure.
An asset deal works the other way round. Instead of the entity, you buy specific assets — equipment, premises, intellectual property, perhaps a portfolio of contracts — into a company of your own, leaving the old entity and most of its liabilities behind. You shed the inherited risk, but you also lose much of the continuity: licences and contracts are tied to the old entity and may not transfer, or may require the consent of counterparties and regulators. Asset deals are often the answer when the target’s value lies in its assets rather than its corporate standing.
The third route sits between greenfield and acquisition: a ready-made, or shelf, company — a clean, pre-registered entity with no trading history, bought to save the time incorporation takes. It gives you the speed of an acquisition without the inherited baggage, because there is no operating past to inherit. It is a useful option when all you want from buying is to move faster than registration allows — and the one case where ‘buying’ is genuinely as clean as building.
The choice between a share deal and an asset deal deserves more than a passing mention, because it is often where the real risk decision is made. A share deal is the simplest option and preserves everything, but it also means taking on the target’s entire past. When due diligence turns up liabilities you cannot quantify — a tax position that could go either way, litigation with an uncertain outcome, obligations buried in old contracts — an asset deal lets you buy the good parts and leave the rest behind.
The trade-off is continuity for cleanliness. In an asset deal you pick and choose: the equipment, the premises, the brand, the specific contracts you want and are able to transfer. The old legal entity, with its debts and history, stays with the seller. What you give up is everything attached to the legal entity rather than to the assets: licences that cannot be transferred, contracts whose counterparties will not agree to novation, and the very operating continuity that made the target attractive in the first place. If the value you are buying lies in the assets, this is the right structure. If it lies in the entity itself, an asset deal cannot deliver it.
There is also a tax dimension: share deals and asset deals are taxed differently, and on a large transaction the difference can be material. The structure is therefore not only a risk decision but a tax-efficiency one, and the two do not always point the same way — which is exactly why it is worth settling the structure early, with professional advice, rather than defaulting to a share deal simply because it is the familiar format. It is also worth remembering that the seller usually has strong views of its own: sellers tend to prefer a clean share sale that takes the whole entity, liabilities and all, off their hands, while buyers often prefer the selectivity of an asset deal. Where you end up is partly a matter of negotiation, and recognising that the deal structure is itself a source of leverage — not a neutral technicality — is part of buying well.
This is the part that changes the calculation — and that newcomers almost never anticipate. Buying a stake in a Belarusian company is not always a purely private matter between seller and buyer: it can require state consent. Under Presidential Decree No. 93 of 14 March 2022, the sale of shares or participation interests in Belarusian companies is generally subject to a decision of the Council of Ministers. That decision is preceded by a valuation by a state appraiser, which sets the contribution the parties must pay to the national budget, and the deal can close only once consent has been granted and the contribution paid. The process takes weeks or months rather than days — and it applies only to the acquisition route.
That is not the only consent. Larger deals require antimonopoly clearance from the Ministry of Antimonopoly Regulation and Trade (MART) if the transaction qualifies as an ‘economic concentration’ — broadly, the acquisition of a significant stake (over 25%) or a controlling one (over 50%), a deal involving a company with a dominant market position, or one in which the buyer or the target exceeds asset or revenue thresholds. For certain stakes — notably those originally acquired from the state on preferential terms, or in companies converted from state or agricultural enterprises — the local executive committee has a pre-emptive right to buy first. For a foreign buyer, the purchase payment itself is also subject to currency control. Add the sanctions-related rules on transactions and disputes, and the approvals map for an acquisition is genuinely more complex than for a new company.
None of this makes buying impossible — deals close all the time — but it does dispel the idea that buying is simply the faster route. A new company needs none of these consents. For a foreign buyer weighing the two options, the approvals hurdle is often what tips a close call in favour of building.
It helps to lay out the stages of an acquisition, because it is the sequence — and the approvals sitting in the middle of it — that makes a purchase take longer than newcomers expect. A share deal for a Belarusian company typically goes through six stages, and the state consents are rarely the quickest of them.
| Stage | What happens | Typical timing |
|---|---|---|
| Letter of intent | Agree the outline price and key terms, often with exclusivity | Days to weeks |
| Due diligence | Legal, financial, tax and licensing review of the target | Weeks |
| State approvals | Decree 93 consent and valuation; MART clearance where required | Weeks to months |
| Share purchase agreement | Negotiate the price, warranties, indemnities and conditions | Weeks |
| Closing | Sign, pay and notarise the transfer | One day |
| Post-closing | Register the new members; update bank mandates and signatories | Days to weeks |
The approvals stage, highlighted in pink, is what stretches the timeline from weeks to months — and it is the stage a new company skips entirely. Build it into your plan from the outset.
The takeaway is not that buying is slow — a well-run deal moves briskly through the stages it controls — but that the stages it does not control, the state consents, set the real pace. A buyer who starts the Decree 93 and MART processes early, and runs due diligence in parallel rather than in sequence, shortens the timetable considerably; a buyer who treats the approvals as a formality to deal with at the end finds that the end is months further away than planned.
The headline price is rarely the final price, and on a Belarusian acquisition it is not even the whole of the upfront cost. Two other elements sit alongside it. The first is the state valuation under Decree 93: a state appraiser values the stake, and that valuation determines the contribution the parties must pay to the national budget before the deal can close. It is a real line item, not a formality, and it needs to be built into the cost of the acquisition from the outset.
The second is the standard machinery of deal pricing. A price agreed on the basis of the company’s accounts is usually adjusted at closing for actual net debt and working capital, so that the buyer pays for the business as it actually stands on the day rather than as it appears on an out-of-date balance sheet. Earn-outs tie part of the price to future performance, while escrow or holdback arrangements retain part of it as security against warranty claims. Each of these mechanisms bridges the gap between what the seller says the business is worth and what the buyer can actually verify.
Set against all of this is the alternative: the cost of building. A new company’s ‘price’ is its set-up cost plus the time and money it takes to reach the position the target already occupies. The honest comparison is not the purchase price against zero; it is the full cost of the acquisition — price, valuation contribution, due diligence, advisers — against the full cost of setting up and ramping up. Done properly, that comparison sometimes overturns the intuitive answer. It should also be made in money and time together, because the two are not interchangeable: a cheaper build that costs a year you do not have can turn out to be the more expensive option in a market where timing is everything, while a costly acquisition that puts you in business next quarter can pay for itself before a greenfield competitor has even opened its doors.
If you do buy, due diligence is neither optional nor a formality — it is the single most important thing you will do, because it is your only real protection against buying a problem. Due diligence is a systematic examination, before you commit, of everything the entity is and everything it owes. Skipping it to save time or money is the most expensive false economy in M&A.
The core areas are always the same. Corporate: who really owns the company, whether title to the shares is clean, and whether there are any encumbrances, pledges or pre-emption rights over them — a register search is the starting point. Financial: what the accounts actually show, and what a statutory audit or financial review reveals beneath them. Tax: exposure from prior periods, which does not disappear when the owner changes. Legal: contracts, litigation, employment claims and regulatory standing. And, critically, licences: confirming that the very authorisations you are buying the company for are valid and will survive the change of control. A thorough counterparty and company check, with the deal documents properly legalised, is the groundwork any serious acquisition is built on.
What due diligence cannot fully clear, the contract allocates. Representations and warranties, indemnities, price adjustments and escrow arrangements shift defined risks back to the seller or hold back part of the price against them. A well-structured share purchase agreement is, to a large extent, a map of the risks the due diligence found and a mechanism for deciding who bears them — which is why the diligence and the drafting are two halves of the same job.
Due diligence earns its cost by what it finds, and with Belarusian targets the findings tend to cluster in a few predictable areas. Knowing where to look — and what a problem looks like — is half the value.
Tax is the perennial one: arrears, aggressive positions taken in past years, or exposure that a change of owner does nothing to erase. Pledged or encumbered assets are another — property or equipment that appears to belong to the company but secures someone else’s debt. Title to the shares themselves may be disputed or clouded by pre-emption rights, unregistered transfers or a shareholder whose exit was never properly documented. Licences, the very thing that often justifies the purchase, may have expired or been suspended, or may not survive a change of control. Related-party contracts on off-market terms can hide value leaking out of the business to its former owners. And employment — unpaid obligations, poorly documented contracts, a key employee free to walk away — can turn out to be where the real liability lies.
None of these is necessarily a deal-breaker; each is something to price in, warrant against or fix as a condition of closing. The real danger is not the red flag you find — that one you can deal with — but the one you did not look for. That is the whole case for doing due diligence properly rather than quickly, and for treating the seller’s reassurances as a starting point, not a conclusion.
Due diligence is how you understand the company; the share purchase agreement (SPA) is how you protect yourself when you buy it. A good SPA does four things — and a thin one leaves gaps that invariably turn out to be exactly where the problem lies.
First, conditions precedent: the deal closes only once the things that must happen first — Decree 93 consent, any MART clearance, the release of a pledge — have actually happened, so the buyer is not bound until the way is clear. Second, representations and warranties: formal statements by the seller about the company — that the accounts are accurate, the licences valid, the taxes paid and the title clean — each of which the buyer can sue on if it proves untrue. Third, indemnities: a direct promise to pay for specific, identified risks, often those that due diligence flagged but could not fully quantify. Fourth, the completion mechanics, together with the price adjustments, earn-outs and escrow that make the economics work.
Taken together, the agreement is less a formality than a written record of how risk is split between a seller who knows the company and a buyer who is relying on what they were told and what they found. The more thorough the due diligence, the more precise the warranties can be; the thinner the due diligence, the more the buyer depends on warranties against risks they never examined — a far weaker position than it sounds. Diligence and drafting are, once again, one job done in two parts.
The decision comes down to a few honest questions. How quickly do you need to be operational — and is the target’s head start real, or something a new company could build up in a few months? Does the target bring something you genuinely cannot create from scratch, such as a hard-to-get licence, key contracts or the track record a tender demands? What is your appetite for inherited risk, and what is your budget for the due diligence and approvals needed to manage it? And how do the purchase price, the valuation and the budget contribution under Decree 93 compare with the cost of setting up and ramping up a new company?
As a rough guide: if you want a clean, fully controllable vehicle for your own business and can afford the ramp-up, start from scratch — it is simpler, cheaper to enter and free of inherited exposure. If the target offers continuity you cannot replicate — a licence, contracts, a market position — and you are prepared to do the due diligence and obtain the consents, buying can be the better option despite its complexity. And if your only reason to buy is speed, a ready-made company gives you most of the benefit with very little of the risk.
Whichever way you lean, the worst outcome is a decision made on instinct — buying a company you have not properly examined, or building one when a licensed target would have saved you years. Both routes work; the skill lies in matching the route to the goal, with your eyes open to the Belarus-specific costs on each side. It is also worth remembering that the choice is not always binary: a buyer who cannot get comfortable with a target’s liabilities can sometimes take its assets instead, and a founder who needs one hard-to-get licence can sometimes acquire a small company for that alone and run the rest of the business through a clean new entity. The best answer is often a structure rather than a side.
Closing the deal is not the end of the job; it is the beginning of ownership. The weeks immediately after closing are when an acquisition is either properly bedded in or quietly undermined, and a few things need attention straight away.
Formalities first: register the change of members so that the public register reflects the new ownership; update bank mandates and authorised signatories so that the company’s money answers to you rather than to the former owner; and review the director’s powers and any powers of attorney held by people who sign on the company’s behalf. Then the operational review: confirm that key contracts are still in force and have not been terminated under change-of-control clauses, align the accounting with your own reporting, and check that the licences you bought the company for have survived the transaction intact. Finally, the human side, often the most important: keep the people who actually make the business work, because a target’s value can easily walk out of the door if key staff are given no reason to stay.
An acquired company also inherits the same first-year compliance calendar as any other — tax, reporting and currency control do not pause for a change of owner. The buyers who integrate well are those who treat the hundred days after closing as seriously as the due diligence before it; those who relax once the deal is signed often spend the following year discovering what they left unfinished.
| Factor | Buy an existing company | Start from scratch |
|---|---|---|
| Time to start operating | Fast — ready-made entity, contracts, licences | Slower — built up over the first year |
| Inherited liabilities | Yes — debts, tax, litigation, hidden risks | None — clean slate |
| Track record & licences | Come with the company | Built from zero |
| State approvals | Often Decree 93 consent, MART clearance, pre-emption rights | Standard registration only |
| Due diligence | Essential and extensive | Minimal |
| Upfront cost | Price + state valuation + budget contribution | Set-up costs only |
| Control over structure | Inherited — may need restructuring | Full — designed your way |
| Main risk | Buying hidden problems | Time and ramp-up |
Neither column wins outright. Buying trades a faster start, with licences already in place, for inherited risk and a real approvals burden; building trades a slower ramp-up for a clean, fully controllable slate.
Buying generally gets you an operating entity sooner, because the company already has its licences, contracts and a bank account. In Belarus, though, ‘faster’ comes with a caveat: acquiring a stake can require Council of Ministers consent under Decree 93 (with a state valuation and a budget contribution) and, in some cases, antimonopoly clearance — which can add weeks or months. A new company needs none of this, so the gap is narrower than it looks.
In a share deal, yes — you buy the entity as it is, so its debts, past tax exposure, litigation and obligations all stay with it under the new ownership. This is exactly why due diligence is essential, and why share purchase agreements use warranties and indemnities to shift defined risks back to the seller. An asset deal, by contrast, can leave most liabilities behind.
In a share deal you buy the shares or participation interests, and the whole entity carries on under your ownership — full continuity, full inherited liability. In an asset deal you buy specific assets into your own company and leave the old entity, with most of its liabilities, behind — less risk, but licences and contracts may not transfer. Which one fits depends on whether the target’s value lies in its corporate standing or in its assets.
Often, yes. Selling stakes in Belarusian companies generally requires Council of Ministers consent under Decree 93, larger deals need antimonopoly clearance from MART, and certain stakes are subject to a pre-emptive right held by the local executive committee. The exact approvals depend on the target and the size of the stake — and they are a major reason why the acquisition route is less straightforward than it first appears.
Presidential Decree No. 93 of 2022 generally requires a decision of the Council of Ministers before shares or participation interests in a Belarusian company can be sold. A state appraiser values the stake, and that valuation sets the budget contribution the parties must pay. The sale can go ahead only once consent has been granted and the contribution paid. The rules change from time to time, so check how they currently apply to your deal.
For any acquisition, yes — it is the single best protection against buying a hidden problem. It covers ownership and title to the shares, debts, tax exposure, litigation, employment and, crucially, the validity of the licences you are buying the company for. Skipping it to save time is the most expensive false economy in M&A; whatever it cannot clear should be covered by the warranties in the contract.
Yes. A ready-made (shelf) company is a clean, pre-registered entity with no trading history, bought to avoid the time incorporation takes. It gives you the speed of an acquisition without the inherited baggage, because there is no operating history to take on. It is the right option if your only reason for buying is to move faster than incorporation allows.
Usually starting from scratch, in terms of entry cost: you pay set-up costs, not a purchase price, a state valuation or a Decree 93 budget contribution. But ‘cheaper’ depends on the ramp-up — if a new company would spend a year and real money building a licence or track record that a target already has, the acquisition can offer better value despite the higher upfront cost. Model both scenarios, including time.
Longer than in many jurisdictions, mainly because of the approvals. The stages a buyer controls — letter of intent, due diligence, negotiating the agreement — can move in weeks, but Council of Ministers consent under Decree 93 and any MART clearance sit in the middle of the process and take weeks to months. Experienced buyers start those processes early and run due diligence in parallel to keep the timetable under control.
If the target’s value lies in its corporate standing — licences, contracts, track record — a share deal preserves it, at the cost of inheriting every liability. If the value lies in the assets and the liabilities are the concern, an asset deal lets you buy the good parts and leave the rest, although licences and contracts may not transfer. The choice is both a risk decision and a tax decision, and the two don’t always point the same way — settle it early, with professional advice.
On a Belarusian deal: the state valuation and the budget contribution under Decree 93, due diligence and advisory fees, and sometimes an antimonopoly filing. Price adjustments for net debt and working capital, earn-outs and escrow then determine how much actually changes hands. The honest comparison with building weighs this full set of costs against set-up plus ramp-up — not the purchase price against zero.
Tax arrears or aggressive past tax positions, pledged or encumbered assets, disputed or clouded title to the shares, licences that have expired or will not survive a change of control, off-market related-party contracts, and employment liabilities. None of these is automatically fatal — each is something to price in, warrant against or fix before closing. The real danger is the problem you didn’t look for.
A good agreement sets out conditions precedent, so that you close only once the approvals and clean-up steps are complete; representations and warranties you can sue on if the seller’s statements prove untrue; indemnities for specific, identified risks; and the completion, price adjustment and escrow mechanics. It is the written allocation of risk between seller and buyer — and it is only as strong as the due diligence behind it.
Register the change of members, update bank mandates and signatories, check key contracts for change-of-control clauses, align the accounting, confirm that the licences have survived the deal, and keep key people on board. An acquired company also goes straight into the usual first-year compliance calendar — tax, reporting and currency control do not pause for a change of owner. Treat the first hundred days as seriously as the due diligence.
Buy or build is not a question with a universal answer — it is a question about what you are trying to achieve and what you are prepared to take on. Starting from scratch gives you a clean, controllable company free of inherited risk, at the cost of a ramp-up you have to go through. Buying hands you an operating business with a track record, licences and contracts, at the cost of due diligence, inherited liability and a Belarus-specific approvals burden — above all the Decree 93 consent — that makes ‘faster’ far less certain than it sounds.
The right choice is the one that fits your goal, made with both sets of costs in full view. Our team works on both sides of that decision — forming new companies when a clean slate is the answer, and supporting due diligence and checks when a target is on the table — so that whichever door you choose, you walk through it knowing what is on the other side.
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