Every company needs a person who can act for it — sign the contracts, open the account, hire the staff, answer for the business to the state. In a Belarusian company that role is the sole executive body, and for years there were three ways to fill it: put a director on the payroll, hand the powers to an outside management company, or appoint an individual entrepreneur as manager. Owners picked between them on cost, control and convenience, and the entrepreneur-manager, in particular, became a popular and tax-efficient shortcut.
As of 2026, that menu has changed. From the first of January, an individual entrepreneur can no longer serve as the sole executive body of a Belarusian limited liability company, and anyone still running their business that way has to unwind it. The practical effect is that the choice has narrowed and sharpened: for the great majority of companies there are now two lawful ways to provide a head — appoint a staff director, or transfer the powers to a management organisation that is a legal entity — and the decision between them matters more than ever, because the easy third option is gone.
This article lays out the choice as it stands in 2026: what changed and why, how a director is appointed and how a management organisation is engaged, what each costs and where the liability falls, and — a point that matters a great deal to foreign owners — how the two routes differ when the person at the top is not Belarusian. It is written for anyone setting up a company in Belarus and deciding who will run it, and for existing owners who need to bring an old structure into line with the new rules before it becomes a problem.
Begin with the development that reshaped the question, because it is recent and widely under-appreciated. A law adopted at the end of December 2025 amended the Law “On Business Companies,” and from 1 January 2026 an individual entrepreneur can no longer act as the sole executive body — the manager — of a limited liability company (LLC) or an additional liability company (ALC). The entrepreneur-manager, long used as a lighter, cheaper alternative to a salaried director, is simply no longer a lawful way to run these companies.
The rule is not a soft recommendation. Existing contracts with entrepreneur-managers have to be terminated and the structure brought into line, and continuing to run a company this way after the cut-off is treated as unlawful activity, exposing the business to administrative liability and fines. Companies affected need to act rather than wait, choosing one of the permitted routes and re-registering the change. For joint-stock companies the position is narrower still: an entrepreneur can act as manager only where the law expressly allows it, so for most joint-stock companies the same practical conclusion applies.
What the change leaves standing is a cleaner pair of options. From 2026, the executive function of a typical Belarusian company is provided either by a director employed under a contract, or by a management organisation — a legal entity, not an individual — to which the general meeting transfers the executive body’s powers. The reform did not abolish external management; it abolished external management by a sole trader. The rest of this article is about choosing well between the two routes that remain.
Before weighing the two remaining routes against each other, it helps to see the whole field at a glance — what is allowed, what is not, and how it differs by company type. The matrix below sets the three candidate heads against the two main company forms. The bottom row is the news: the individual-entrepreneur manager, once a mainstay, is no longer a general option.
| Head of the company | LLC / ALC | Joint-stock company |
|---|---|---|
| Staff director (employment contract) | Allowed | Allowed |
| Management organisation (a legal entity) | Allowed | Allowed |
| Individual entrepreneur as manager | No longer allowed — from 1 January 2026 | Only where the law expressly allows |
Who may serve as the sole executive body of a Belarusian company in 2026. The only route that changed is the individual entrepreneur as manager: it is no longer permitted for an LLC or ALC at all, and for a joint-stock company only where the law specifically provides for it. For the typical company, that leaves two options — a staff director or a management organisation.
The shape of the matrix is the whole point. Two routes are fully open across the board, and the third — the one many owners had come to rely on — is effectively closed for ordinary companies. That is why the real decision in 2026 is a two-way one, and why the comparison that follows focuses on the two open routes rather than mourning the closed one. For almost every business, the question is now simply: director, or management organisation?
Neither route is simply better; each wins on different things, and the right answer depends on what the owner actually values. The table sets them side by side on the points that decide most cases. The pattern is the real guide: a director tends to win on control, cost and simplicity, a management organisation on groups, continuity and the foreign-head problem.
| What matters | Staff director | Management organisation |
|---|---|---|
| Everyday control and oversight | Direct — your own employee, in-house | At arm’s length — an external provider |
| Cost and simplicity for one company | Straightforward payroll | A service fee, often dearer |
| Running a whole group of companies | One company, one head | One organisation can run several at once |
| Placing a foreign head without a work permit | A foreign director usually needs one | A Belarusian management company avoids it |
| Continuity if the individual leaves | Tied to one person | The organisation persists regardless |
| Labour-law clarity | A clear employment framework | A civil-law contract — define it carefully |
The two lawful routes to run a Belarusian company in 2026, compared on what usually decides the choice. A director suits a single company that wants hands-on, in-house control at low cost; a management organisation suits groups, situations needing continuity, and foreign owners who want to avoid a work permit for the top role.
Read the table as a sorting exercise rather than a scoreboard. If you are running one company and want a hands-on head you employ and control directly, the director route is usually both cheaper and simpler. If you are running a group, or you want professional management that does not depend on a single person staying, or you are a foreign owner who would rather not navigate a work permit for the person at the top, the management organisation earns its higher cost. The sections that follow explain how each is actually put in place.
Appointing a director is a decision for the owners, not an administrative formality. The power to form the executive body belongs to the general meeting of participants as part of its exclusive competence, so it is the general meeting — not an existing manager, and not the founder acting alone — that elects the director. For a company registered as an LLC, that means convening a meeting, usually on at least thirty days’ notice unless the charter sets a shorter period, with a quorum of more than half the votes, and resolving the appointment there.
A detail worth getting right is that the election of the director and the conclusion of the contract with them are treated as two separate questions, each voted on in its own right. Running them together as a single item invites a challenge to the decision, so the agenda should list them apart: first elect the director, then approve the contract. The meeting’s protocol, recording both resolutions, is finalised within a few days of the meeting, and it is the document on which everything that follows is built.
From there the director becomes an employee of the company under the Labour Code, engaged on an employment contract or a fixed-term contract with defined duties, and — crucially — able to act on the company’s behalf without a power of attorney, which is what distinguishes the executive body from everyone else in the business. The final step is registration: the change of the person entitled to act for the company without a power of attorney is entered in the Unified State Register, and the company’s bank account and counterparties are updated so that the new director can actually sign and transact. Only once the register reflects the change is the appointment complete in the eyes of the outside world.
Engaging a management organisation starts from the same place — the general meeting — but takes a different legal road. Because transferring the executive body’s powers is also within the general meeting’s exclusive competence, it is the owners who resolve to hand management to an outside organisation, and they do so by transferring the powers of the sole executive body to that organisation rather than by electing an individual. From 2026 the organisation has to be exactly that: a legal entity equipped to provide management, not an individual entrepreneur.
The relationship is then governed by a civil-law contract, not an employment one. The company and the management organisation sign a services agreement under which the organisation takes on the executive functions — representing the company, signing on its behalf, running the day-to-day — for a fee, and the terms of that contract do much of the work that the Labour Code would otherwise do for a director. That is why these contracts repay careful drafting: the scope of authority, the reporting, the fee, the duration and the grounds for termination all have to be set out deliberately, because the civil-law contract, not a statute, is what defines the arrangement.
As with a director, the change is only real once it is registered: the management organisation becomes the entity entitled to act for the company without a power of attorney, and that is recorded in the Unified State Register. One extra step is worth building in before signing — checking the organisation you are about to hand your company to. A counterparty check on the management organisation confirms it is a real, solvent, properly constituted entity with the standing to take the role, which matters all the more when you are giving it the keys to your business.
For a foreign owner, the choice carries an extra dimension that a domestic owner never has to think about. A director is an employee, and employing a foreign citizen in Belarus generally brings the country’s labour-migration rules into play — the permissions needed to engage foreign labour and for the foreign national to work — unless an exemption applies, as it does, for instance, for citizens of the Eurasian Economic Union. For a foreign investor who wants to install someone from their own country as the hands-on head of a Belarusian company with foreign capital, that is a real, and sometimes slow, extra layer.
The management-organisation route can sidestep it. Where the executive function is provided by a Belarusian management organisation, the person actually doing the managing is that organisation’s own personnel, engaged by it rather than appointed as the foreign-owned company’s director — so the work-permit question for the top role does not arise in the same way. For a foreign group that wants professional local management without placing one of its own people into a Belarusian employment relationship, that is a genuine advantage, quite apart from the continuity and group-management benefits the organisation route brings anyway.
This is also why the decision is worth taking at the point of formation rather than after. The question of who will run the company, and under which route, interacts with how the company is owned, how it is staffed, and how a subsidiary of a foreign parent fits into the wider group — and settling it early, with the migration and tax consequences in view, avoids the far more awkward exercise of restructuring the top of the company once it is already trading.
The two routes cost money in different shapes, and the shape matters as much as the amount. A director is remunerated as an employee: a salary, on which the company pays social-insurance contributions to the Social Protection Fund — the employer’s share at thirty-four per cent plus one per cent withheld from the employee — and from which income tax is withheld, now on a progressive scale. A management organisation is paid a service fee under its contract, with its own tax treatment, and it carries its own staff and obligations rather than putting them on your company’s payroll. Which works out cheaper depends on the numbers and the structure, and it should be modelled rather than assumed.
Liability is the other half of the comparison, and it does not fall away just because management is outsourced. A director answers for the company’s management in the ways an executive does — civil liability for losses caused to the company, and the prospect of subsidiary liability if the company is driven into insolvency — and does so as the individual in the role. A management organisation answers under its contract and under the general law, and its own officers remain accountable in turn, so handing the executive function to an organisation changes who is liable and on what basis, but it does not create a management that answers to no one.
The practical lesson is to compare the routes on total cost and real exposure together, not on headline fees alone. A management organisation that looks dearer on its invoice may be worth it for the continuity, the group efficiency or the avoided work permit; a director who looks cheaper carries the full employment apparatus and ties the company’s leadership to one person. Neither is free of risk, and the sensible comparison weighs what each actually delivers against what each actually costs, in money and in exposure.
For the companies most affected by the 2026 change — those that until recently ran on an individual-entrepreneur manager — the message is to act, and to act promptly. The old arrangement is no longer lawful for a limited liability company, and letting it run on is not a neutral delay: it is continuing an activity the law no longer permits, with administrative liability and fines attached. The task is to convert to one of the two permitted routes cleanly, in the right order, and on the record.
In outline, that means terminating the contract with the entrepreneur-manager, deciding at a general meeting which route replaces it — a staff director or a management organisation — and putting that route properly in place: the appointment or the transfer of powers, the employment or the civil-law contract, and a handover of the company’s affairs and documents from the former manager to the new head. The charter and internal documents are then aligned with the current law, and the change of the person entitled to act without a power of attorney is re-registered in the Unified State Register so that the outside world, and the company’s bank, recognise the new arrangement.
None of this is especially complicated, but the sequence and the paperwork matter, because a conversion done loosely can leave a company with a gap at the top — a period where no one is cleanly authorised to act for it — or with internal documents that no longer match reality. Getting the steps in the right order, with the registration and the handover done properly, is what turns a legal problem into a routine piece of housekeeping rather than a risk that surfaces at the worst possible moment.
Strip away the detail and the decision comes down to a few honest questions about your own situation. Are you running a single company or a group? A single company with an owner who wants hands-on, in-house control is the natural home of the staff director; a group that wants one professional head across several entities is where a management organisation earns its keep. Is the person at the top going to be Belarusian or foreign? A local head slots easily into the director role; a foreign one makes the management-organisation route, with its avoided work permit, look markedly more attractive. The analysis is the same one that should run alongside the choice of company form itself, because management and structure are two halves of one design.
The other questions are about what you are optimising for. If it is cost and simplicity for one trading company, the director usually wins. If it is continuity — management that does not evaporate when one person resigns — or professional, arm’s-length oversight, or the efficiency of running several companies under one experienced head, the organisation does. There is no universally right answer, only the right answer for a given owner, a given structure and a given set of priorities, which is exactly why it is worth deciding deliberately rather than defaulting.
What has changed is simply that the deliberation now runs between two routes rather than three, and that the old habit of reaching for an entrepreneur-manager is no longer available to fall back on. For a business being built in 2026, that is a reason to make the governance decision properly at the outset — as part of setting the company up rather than after — so that the company starts life with a head that is lawful, appropriate and built to last.
Appointing a head, or switching from one route to another, is routine when it is done in order and badly disruptive when it is not. The most damaging error is the gap at the top: ending one arrangement before the next is cleanly in place, so that for a stretch of time no one is unambiguously authorised to act for the company. Contracts signed, payments made or filings submitted during that gap can be called into question, which is why the old head’s exit and the new head’s appointment should be sequenced to meet, not to leave a hole between them.
Two procedural slips recur often enough to name. The first is folding the election of the director and the approval of their contract into a single vote at the general meeting, when they are two distinct questions — run together, the resolution is open to challenge. The second is treating the Unified State Register as an afterthought: until the change of the person entitled to act without a power of attorney is registered, the company’s bank and counterparties do not recognise the new head’s authority, however valid the internal decision. The paperwork is not a formality after the real decision; it is part of what makes the decision effective.
The subtler mistakes are ones of omission. A foreign owner who appoints a non-exempt foreign director without planning for the work-permit layer can find the appointment stalled on migration rather than company law. An owner who engages a management organisation without a proper check on that organisation can hand the company to an entity that turns out to be thin or unreliable. And a company that still runs on an entrepreneur-manager and treats the 2026 ban as someone else’s problem is not holding steady but continuing an unlawful arrangement. Each of these is avoided by the same discipline: decide the route deliberately, put it in place in the right order, and get it on the record.
Not as the sole executive body of a limited liability or additional-liability company. From 1 January 2026, an individual entrepreneur can no longer serve as the manager of these companies, and existing arrangements must be unwound. For joint-stock companies an entrepreneur-manager is possible only where the law expressly allows it. In practice, most companies now choose between a staff director and a management organisation that is a legal entity.
The general meeting of participants, as part of its exclusive competence. It is the owners, not an existing manager or the founder acting alone, who elect the director — and the election of the director and the approval of the contract with them are voted as two separate questions. The decision is recorded in the meeting’s protocol and then registered in the Unified State Register.
No, but a foreign director is an employee, and employing a foreign citizen generally brings Belarus’s labour-migration permissions into play unless an exemption applies, such as for citizens of the Eurasian Economic Union. That extra layer is one reason foreign owners often prefer the management-organisation route, where the executive function is provided by a Belarusian entity and the work-permit question for the top role does not arise in the same way.
It is a legal entity to which a company’s general meeting transfers the powers of the sole executive body under a civil-law contract. Instead of employing a director, the company engages the organisation to provide management — representing it, signing for it, running the day-to-day — for a fee. Since 2026 it must be a legal entity, not an individual entrepreneur, and the change is registered in the Unified State Register like any other change of the person who can act for the company.
Yes, and that is one of its main attractions. A single management organisation can hold the executive powers of several companies at once, which makes it a natural fit for a group that wants consistent, professional management across its entities rather than a separate director in each. It also gives continuity that a single individual cannot, since the organisation persists even as its own people change.
Not necessarily — often it is dearer on a single company, because you pay a service fee rather than a salary. A director is usually the cheaper and simpler option for one trading company. A management organisation earns its higher cost through other advantages: running a group under one head, continuity, professional oversight, and sidestepping a foreign director’s work permit. Which is cheaper overall depends on the structure and should be modelled, not assumed.
Continuing to run a limited liability company with an entrepreneur-manager after 1 January 2026 is treated as unlawful activity, which can bring administrative liability and fines. The arrangement needs to be converted to a staff director or a management organisation — terminating the old contract, appointing or transferring powers to the new head, aligning the charter, and re-registering the change. It is housekeeping that should be done promptly rather than left to surface in an inspection.
A Belarusian or otherwise exempt director does not. A foreign director who is not exempt — EAEU nationals generally are — is an employee like any other foreign worker, so the usual permissions to engage foreign labour and to work apply. If avoiding that layer matters, placing the executive function with a Belarusian management organisation, whose own staff do the managing, is the route that most cleanly avoids a work permit for the top role.
Through the Unified State Register. Whoever is entitled to act for the company without a power of attorney — the new director, or the management organisation — must be recorded there, and until the register reflects the change, the outside world and the company’s bank will not recognise the new head’s authority. Registration is the step that makes the appointment or the transfer of powers real beyond the company’s own walls.
Yes — that is the defining feature of the executive body. A director acts for the company by virtue of their office, not by virtue of a power of attorney, which is why their appointment is registered in the Unified State Register and why banks and counterparties rely on that record. Everyone else who signs for the company does so under a power of attorney the director (or the management organisation) grants; the head of the company does not need one.
No. A company can move from one route to the other — replacing a management organisation with a staff director, or vice versa — by a decision of the general meeting, the appropriate contract, a handover and a re-registration in the Unified State Register. It is the same machinery used to make the first appointment, so the initial choice is important but not irreversible. What matters is that whichever route is in place is lawful and properly recorded.
Yes. For a foreign-owned company, who runs it and under which route interacts with ownership, staffing, the work-permit question and how the entity fits a wider group, so it is far better settled when the company is formed than restructured later. Deciding the governance route alongside the company form, with the migration and tax consequences in view, gives the business a head that is lawful and appropriate from day one.
It falls most clearly on limited liability companies and additional-liability companies (LLCs and ALCs), where an individual entrepreneur can no longer be the sole executive body at all. For joint-stock companies, an entrepreneur-manager is possible only where the law expressly allows it, which for most practical purposes points to the same conclusion. Across the ordinary company forms, then, the real choice is between a staff director and a management organisation.
It is the person or entity that runs the company day to day and can act for it without a power of attorney — signing contracts, representing it, dealing with the state. In a Belarusian company that role is filled either by a director (an individual, employed under the Labour Code) or, now, by a management organisation (a legal entity engaged under a civil-law contract). Whoever holds it is the company’s registered head, recorded in the Unified State Register.
Ownership and management are separate questions, and a foreign individual can certainly own the company outright. Being its director as well is possible but brings the labour-migration layer into play, since the director is an employee — unless an exemption applies, as for Eurasian Economic Union nationals. Foreign sole owners who want to run the company themselves, or to install their own person at the top, often weigh the management-organisation route precisely to keep that layer manageable.
The limiting steps are convening the general meeting — normally on at least thirty days’ notice unless the charter shortens it — and registering the change afterwards, so the realistic timeline is measured in weeks rather than days once the decision is made. A clean switch also involves terminating the old contract, concluding the new one, handing over the company’s affairs and aligning the charter. None of it is lengthy in itself, but the notice period and the registration set the pace.
The law requires the executive function to be transferred to a legal entity rather than an individual, but the practical attraction of the route — placing a local head without a work permit for the top role — comes from using a Belarusian management organisation whose own personnel do the managing on the ground. A foreign management company raises its own questions about how it operates and is represented in Belarus, so for most foreign owners the point of the route is precisely a Belarusian management entity providing the day-to-day head.
Belarus still gives companies real freedom in how they are run — but, as of 2026, within cleaner limits. The individual-entrepreneur manager, once a popular shortcut, is no longer a lawful way to head a limited liability company, and the choice now runs between two routes: a staff director, employed and controlled in-house, and a management organisation, a legal entity engaged under a civil-law contract. A director tends to win on control, cost and simplicity; a management organisation on groups, continuity and the foreign-head problem. Neither is universally right; the right one depends on the company and the owner.
For a business being built now, the practical course is to make the governance decision deliberately and at the outset, with the cost, the liability and — for foreign owners — the work-permit dimension all in view, and to make sure whatever is chosen is properly resolved, contracted and registered. For a business still running on an entrepreneur-manager, the course is to convert promptly and cleanly before the old structure becomes a liability. Our team advises on both — structuring and running a Belarusian company — so that the question of who sits at the top is answered lawfully, efficiently and once.
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