“How much do I need to put into the company?” tends to be the first question a foreign owner asks. The honest answer takes ten minutes. The two-minute version is misleading.
Belarusian law lets you register a general-purpose LLC with very little capital. You will not be able to open a bank account, sign a serious lease, or pass anyone’s counterparty due diligence with that company. The legal floor and the operating floor are different numbers. This piece walks through both by company type.
Belarusian law expresses many statutory thresholds in базовая величина, the base unit. The government sets the figure annually; it currently sits in the low-to-mid forties of Belarusian roubles. When a statute says “100 base units,” it is a number that recalculates each time the base unit moves. The Civil Code, the Law on Business Entities and the Law on Joint Stock Companies — all published on the National Legal Internet Portal — use this convention throughout.
Charter capital is denominated in BYN by default. A company with foreign capital can declare and contribute in EUR, USD, CNY or another currency, with the BYN equivalent fixed at the official NBRB rate on the date the contribution arrives. The distinction matters more than it sounds. It is the difference between a clean source-of-funds story at the bank and a confused one when compliance starts asking.
The general-purpose LLC has no statutory minimum charter capital for ordinary commercial activity. Founders set the figure themselves. Contributions are made within the statutory window (twelve months from registration is the standard rule), and the company is operational.
The freedom is the trap. Register a company with 100 BYN of charter capital and you have a legally valid Belarusian LLC. You also have a company that no Belarusian bank will accept for account opening without uncomfortable questions, no serious counterparty will sign a meaningful contract with, and no landlord will lease a real office to.
The bank-friendly minimum for an unregulated, foreign-owned LLC is well above the statutory minimum. In our practice,, the working range starts in the low-to-mid four figures in euros equivalent in BYN and rises with sector, banking activity,, and the country of the beneficial owner. This is bank policy rather than law, and it shifts by bank, but the principle does not: the operating floor sits above the legal floor, and the bank cares about both.
The additional-liability company sits in the same regime with one wrinkle. Participants accept subsidiary liability to creditors up to a defined multiple of their charter contribution. Almost never the right choice for a foreign owner. Worth knowing it exists; rarely worth using it.
The closed joint stock company carries a statutory minimum charter capital of 100 base units (verify the current figure at the time of your formation — the base unit moves annually). Capital is divided into shares, the shares are issued through the securities regulator, and the shares are not freely transferable outside the existing shareholders.
A CJSC is the right structure when ownership needs to live on share certificates rather than on a participant register. Investor agreements that turn on classes of stock, vesting that operates more cleanly on shares than on LLC participation, an exit planned as a share sale — these are the recurring reasons. The additional cost is the securities-regulator filing for the share issuance, plus the ongoing reporting that comes with the share form.
Foreign owners without one of those specific reasons usually do not need this entity. The LLC does the same commercial work for less procedure.
The open or public joint stock company carries a statutory minimum of 400 base units. The whole regulatory regime steps up: public-securities prospectus, ongoing disclosure to the securities regulator, mandatory audit, expanded reporting obligations.
OJSC registration is almost never the first choice for a foreign owner starting in Belarus. It is the structure you grow into for a public capital raise, or the structure law requires for certain regulated activities such as some financial institutions. If this is the right entity for you, your engagement is already a sector-specific project rather than a general-purpose formation.
The unitary enterprise — private or state — sits outside the main story for most foreign owners. Capital rules differ depending on the variant. The private unitary enterprise is occasionally used for single-owner structures where the LLC, for sector-specific reasons, does not fit, but the cases are narrow. Mentioned for completeness; verify with the firm if you think this is your route.
This is the part of the story where the statutory minimum stops being a notional number and becomes the real constraint.
Banks. The National Bank of the Republic of Belarus sets the minimum charter capital for credit institutions. The current figure runs into the tens of millions of euros equivalent. At that level this is not a choice-of-entity question, it is a we-are-actually-setting-up-a-bank project, and we do not advise on it from this article.
Insurance companies. Statutory minimums set under the insurance legislation and implementing regulations from the Ministry of Finance, scaled by insurance class. Life insurance, non-life insurance and reinsurance each have their own floors, all measured in the hundreds of thousands of base units. The minimum is a licence condition, not just a registration figure.
Forex companies, brokerage operations and microfinance organisations. Each has its own statutory minimum and its own ongoing capital-adequacy regime, with the NBRB overseeing the bank-adjacent ones.
Hi-Tech Park residents. The Hi-Tech Park resident regime does not impose a classical “minimum capital” on residents in the way the bank regime does, but charter capital is one of the substance signals reviewed when the residency application is considered. Cryptocurrency platform operators registered as HTP residents face specific capital and reserve requirements under the crypto-specific framework.
All of the above figures move. We verify the current numbers as part of any sector-specific engagement, and you should do the same before signing the founding decision.
Five practical questions that every founder ends up asking.
Cash. Before the company has a corporate bank account, contributions land in a founder’s temporary account at a Belarusian bank. The bank issues confirmation. The confirmation is added to the registration file. Standard sequence; banks handle this work daily.
In-kind. Equipment, intellectual property, real estate, securities, sometimes receivables. Every in-kind contribution needs valuation by an independent appraiser registered with the relevant Belarusian authority. The appraiser’s report is filed with the corporate decision. We have seen founders try to self-value the asset and skip this step; the company files a clean registration today and inherits a cost-basis dispute when the asset is later sold.
Foreign currency. Companies with foreign capital can declare the charter capital in EUR, USD, CNY or another currency. The bank converts the incoming payment at the NBRB official rate on the date of receipt, and the corporate decision records the BYN equivalent. The declared amount in the charter document itself is stated in BYN.
Deadline. Twelve months from state registration to complete the contributions in full is the standard rule. Missing this deadline is not a minor breach. It opens the door to forced liquidation procedures initiated by the registering authority, and we have seen this come up in compliance audits where the founder simply forgot a final tranche.
Documentation. Bank confirmation for cash, appraisal report for in-kind, and corporate decisions recording each piece. All of it becomes the paper trail that someone running a counterparty check eventually looks at, and that a future buyer’s due diligence team picks apart. Brief tax note: contributing assets is generally not a taxable event at the moment of contribution, but the cost basis carries through to the company and matters on any later disposal. The Ministry of Taxes and Duties publishes the framework.
The point worth labouring.
Belarusian law gives a low statutory floor for the general-purpose LLC. The bank gives a different one. The bank’s number is policy, not law, but it is also the number that decides whether the company actually functions on day one. A company sitting at the statutory minimum reads as a shell to the bank, regardless of what it actually is. A company with a low-four-figures-of-euros capital reads as a real business. The threshold between the two is somewhere in the middle, and it shifts by bank, sector and country of beneficial owner.
We work the bank choice and the charter capital choice together because they are the same decision approached from two angles. Set the capital too low and the account does not open. Set it without thinking about the bank, and you have a company that exists on paper but cannot transact. Plan for the higher of the two floors. Adjusting later is doable — and we come to it next — but the cleanest sequence is to get it right at registration.
Both directions are possible. Both require a charter amendment. Both need state registration.
Increases come with a new participant joining, an existing participant topping up, or all participants contributing pro rata. The charter amendment is filed, the contribution is made, the change is registered. The bank then needs an updated mandate; the accountants need the entry in the books.
Decreases carry an extra step that increases do not. The company must publish notice of the planned reduction and notify known creditors, who then have a statutory window — typically three months from publication — to object. Only after that window closes does the state registration of the decrease happen. The framework sits under the Ministry of Justice through the registering authority.
Some regulated sectors set capital floors that cannot be crossed downward without surrendering the underlying licence. The banking licence, the insurance licence and several other sectoral licences each carry their own minimum. Reducing capital below the floor and keeping the licence is not an option.
Quick reference. Verify the specific numbers with the firm before relying on them — base units and sector minimums move.
| LLC / ALC | None (general purpose) | ~EUR 3–8k equivalent | 12 months | Yes, with appraisal |
| CJSC | 100 base units | Sector-driven | 12 months | Yes |
| OJSC | 400 base units | Sector-driven | 12 months | Yes |
| Unitary enterprise | Per statute | Sector-driven | 12 months | Yes |
| Bank | Set by NBRB; very high | The minimum is the floor | Per licence | Limited |
| Insurer | Set by MoF, by class | The minimum is the floor | Per licence | Limited |
Recurring mistakes:
None of these is unrecoverable. All of them cost time and money to unwind.
For a general-purpose LLC, no. The founders set the amount. The practical floor — what a bank will accept and what a counterparty will respect — sits well above zero. Regulated-sector LLCs face statutory minimums, and in some sectors those minimums are very large.
Yes, where the company has foreign capital. The contribution comes in EUR, USD, CNY or another currency, the bank converts at the NBRB official rate on the date of receipt, and the BYN equivalent is recorded. The legal declared amount in the charter is stated in BYN.
Tangible assets such as equipment, real estate or vehicles; intangible assets such as intellectual property, software or trademarks; securities; sometimes receivables. Valuation is done by an independent appraiser registered with the relevant Belarusian authority. The appraiser’s report is filed with the corporate decision recording the contribution.
Twelve months from the company’s state registration is the standard window. Some sector-specific regimes set tighter or different deadlines. Verify the current rule for your case before committing to a contribution schedule.
Yes. The company must publish notice of the planned reduction, notify known creditors, and allow a statutory window — three months from publication is the standard rule — for creditors to object. After the window closes, the reduction is registered. Companies holding sector-specific licences cannot drop below the regulatory floor without surrendering the licence.
No. Neither a representative office nor a branch is a separate legal entity under Belarusian law, so the concept of charter capital does not apply. The head office’s own capital sits behind the operation, rather than the operation’s capital.
The registering authority can initiate forced liquidation procedures. In practice this rarely happens to a company that promptly corrects the omission, but it is the legal exposure, and it shows up unpleasantly in any later due-diligence review.
We size charter capital to the operating need, not to the statutory floor. We coordinate the bank account opening with the contribution sequence so the company actually functions on day one. We handle in-kind appraisals with vetted appraisers, and we verify any sector-specific minimums that apply before the founding decision is signed. Our company formation service bundles all of this into a single workflow rather than treating each piece as a separate matter.
If you are at the formation stage, the right time to set the charter capital number is before the registering authority sees the founding decision, not after the bank refuses to open the account. Talk to us.
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