Two people decide to build a business in Belarus together. They pick a name, find an office, prepare the documents, and file. Energy goes into the milestone — the company exists. What almost never gets discussed is the deal between the two of them: who decides what, what happens if one wants out, what if they fall out, what if one stops pulling their weight or leaves and starts a competitor. The registration felt like the hard part. It wasn’t.
The founder deal is the hard part, and the moment to strike it is before you file — while everyone is aligned, optimistic and holding equal leverage, and no money or ego is yet on the line. In Belarus the constituent document is the charter, but the real founder deal lives in a participants’ agreement, recently strengthened by a 2026 amendment, and in tailored charter clauses, while the establishment decision handles the founding mechanics. This piece is about what to negotiate before you file, and where each term belongs.
It is general information, not legal advice — and because these terms shape control and money for years, they deserve case-specific advice.
Founders conflate these, and putting a term in the wrong place weakens it, so start here. The establishment decision is the founders’ agreement on *creating* the company — who contributes what, who does which registration task, how the charter is prepared — and it governs the founding process. The charter is the constituent document and the public rulebook: governance, quorum, transfer restrictions, pre-emption. The participants’ agreement — in Belarusian law the shareholders’ or participants’-rights agreement, updated by an amendment in 2026 — is the private founder deal on how rights are actually exercised: voting, deadlock, exit, transfers, vesting, non-compete. Structural rules go in the charter; the private deal goes in the participants’ agreement; the founding mechanics go in the establishment decision. Get that mapping right and every term is where it can actually bite.
One nuance: the same logic applies whether you form an LLC or a joint-stock company — for a JSC the private deal is a shareholders’ agreement, for an LLC a participants’ agreement, but the idea is identical. And the founding side sits in the establishment decision, which the Civil Code and the Law on Business Companies frame; it does its job during formation and then falls away once the company is registered.
Start with the foundation, and resist the reflex to split it evenly just because it feels fair. Decide the equity split on the basis of what each founder actually brings, and record what each contributes — cash, property, intellectual property, or work — and how contributions to the charter capital are valued and timed. Then add vesting, so a founder who walks away in the first year does not keep a full stake for having done little. The classic, expensive mistake is a clean 50/50 split with no mechanism for what happens when the two of you disagree — which the next section is about.
Control is where good intentions meet reality. Agree which decisions need a simple majority, which need a supermajority or unanimity, and who runs the company day to day — because “we’ll decide together” is not a rule, it is a future argument. Then, if the company is 50/50 or otherwise evenly balanced, answer the deadlock question in advance: a casting vote, a buy-sell (“shotgun”) mechanism, mediation, or a wind-down trigger. A deadlock clause is the difference between a disagreement you resolve and one that freezes the company. Voting and deadlock arrangements are exactly what a participants’ agreement is designed to bind — the Law on Business Companies now expressly lets participants agree how they will vote.
Equity is ownership; running the company is a different thing, and founders who assume the two move together are building a future clash. Agree who the director is and what they may decide alone, what each founder is actually responsible for, and how everyday decisions get taken when there is no formal vote. Titles matter less than a clear answer to a plain question: who signs, who hires, who spends, and up to what limit without asking the others? An LLC gives you flexibility in how you arrange all this, but flexibility is only a benefit if you use it to write the roles down, rather than leaving them to habit until the day two founders both believe a decision was theirs to make.
Founders fall out over money as often as over control, and usually because they never agreed how money leaves the company. Settle three things in advance. Whether founders draw a salary for the work they do, and how much, so effort and reward line up. When and whether profit is paid out as dividends versus reinvested — the founder who wants cash and the founder who wants to grow the business are both being reasonable, and both need to know the rule. And how dividends are taxed on the way to each owner, which our corporate-tax guide sets out and the tax authority confirms. A dividend policy written at the start heads off the recurring argument in which one founder feels starved of returns and the other feels the company is being bled.
Nobody starts a company planning to leave it — yet sooner or later someone does, and the rules for that moment are the ones founders most often wish they’d set in advance. Decide early how a founder can exit and how their stake gets valued. Limit who they’re allowed to sell to, and give the remaining participants a right of first refusal, so an outsider can’t simply turn up on the register. Add drag-along and tag-along provisions too: they keep a majority sale from trapping the minority on bad terms or leaving them behind. And deal with the harder cases — a founder’s death or incapacity — while you still can, so the stake changes hands cleanly instead of freezing the company. One practical point: transferring a participation interest now usually calls for notarial certification, so build that step into your exit terms from the start.
Founders leave — by choice, by falling out, by illness, by death — and how their stake is treated should not be improvised at the moment it happens. The common tool is a good-leaver / bad-leaver distinction: a founder who leaves in agreed circumstances keeps more of their vested stake, while one who breaches the deal or walks early keeps less, often at a formula price rather than a negotiated one. Pair it with the vesting from earlier, so time and behaviour both count. And plan for the involuntary exits: on a founder’s death, the Civil Code sends the stake to their heirs, which can drop a stranger into your company mid-stride unless the agreement and the charter say what happens instead. Deciding all of this while everyone is healthy and friendly is far easier than deciding it in a crisis.
These protect the company from its own founders, and one of them is the term founders most often forget and most bitterly regret. Have each founder assign the relevant intellectual property to the company, rather than leaving it personally owned — a company whose core IP sits in a departed founder’s name is a company with a hole in the middle of it. Add non-compete and non-solicit obligations for while a founder is involved and for a period after, and confidentiality throughout. None of this is about distrust; it is about making sure the company owns what it runs on and that a departure does not become a competitor overnight.
Here’s a story we’ve seen play out more than once. Two founders split the company evenly, shake hands, and never sign a participants’ agreement. For a couple of good years, none of that matters. Then they fall out — maybe over strategy, maybe over a hire, maybe over an offer to sell — and since each owns half and nothing exists to break the deadlock, neither side can act and neither will back down. Decisions stop. The bank starts asking questions. Good people quietly leave. In the end there are only two doors: a costly court battle, or one founder buying out the other on whatever terms desperation dictates. And every bit of that could have been avoided by one clause agreed before filing — a casting vote, a buy-sell trigger, a mediation step. An afternoon’s work at the outset; the company itself as the price of skipping it. That’s this whole article in a single example. The takeaway isn’t that co-founding is dangerous — it’s that the danger is cheap to design out early and devastating to ignore until the end.
The timing is the whole point. Before you file, everyone is aligned, optimistic and holding roughly equal leverage, so terms are fair and cheap to agree. After a dispute has started, the same terms are neither — you are negotiating deadlock, exit or vesting from the worst possible position, often through lawyers, sometimes through a court. The founder deal is easiest exactly when it feels least necessary. Record it in the right places: the structural rules in the charter, the private founder deal in the participants’ agreement, the founding mechanics in the establishment decision, and then register the company — ideally as one coordinated step rather than a filing now and a founder deal “later” that never comes. Foreign founders will also need their documents legalised for the filing, which is worth starting early.
A quick map of which document each founder term belongs in.
| Contributions and founding tasks | ✓ Primary | — | — |
| Equity split | ✓ | ✓ | — |
| Voting thresholds | — | ✓ Primary | ✓ Reinforce |
| Deadlock resolution | — | Some | ✓ Primary |
| Pre-emption / transfer limits | — | ✓ Primary | ✓ |
| Drag-along / tag-along | — | — | ✓ Primary |
| Vesting | — | — | ✓ Primary |
| Non-compete / confidentiality | — | — | ✓ Primary |
| Exit and valuation | — | Some | ✓ Primary |
*General guide; the right home for a term depends on the deal and on current law. Some terms sensibly appear in more than one document.
Usually yes. The charter is the constituent document and covers structure, but it is public and limited in what it comfortably holds. The private founder deal — voting arrangements, deadlock, exit, vesting, non-compete — belongs in a participants’ agreement. A charter alone rarely captures the deal between the founders.
It is the Belarusian equivalent of a shareholders’ or founders’ agreement — a private contract among participants on how they exercise their rights, such as how they vote, how and to whom they may transfer their stakes, and how disputes are resolved. Belarusian law recognises it, and it was updated by a 2026 amendment.
You can, and it is one of the most common ways founder relationships fail. A 50/50 split with no deadlock mechanism means the first serious disagreement can freeze the company. If you split evenly, agree in advance how deadlocks are broken — that is the price of an even split.
Whatever you agreed in advance — or, if you agreed nothing, a stalemate that can paralyse the company and end up in court. A participants’ agreement can set a casting vote, a buy-sell mechanism, mediation, or a wind-down trigger, so a deadlock has a defined exit rather than an open-ended fight.
On whatever terms you set up front: an agreed way to value the stake, the other participants’ pre-emption right, and any drag-along or tag-along. Skip those and every exit gets negotiated from scratch, under pressure. And note that transferring a participation interest now generally needs notarial certification — so build the process around that from the start.
Only the company, if the founder assigned it. If not, the intellectual property can stay personally owned, and a founder who leaves can take the company’s core asset with them. Assigning founder IP to the company at the outset is one of the most important and most overlooked terms.
You can, but it is harder and more expensive, because leverage and goodwill are rarely equal once the company is running — and impossible to do calmly once a dispute has started. Before you file is when these terms are cheapest to strike and fairest to everyone.
Belarusian law recognises the participants’/shareholders’ agreement, and the framework was reinforced by a 2026 amendment. Enforceability of any particular clause still depends on how it is drafted and on the law, so it is worth preparing properly rather than copying a template — but the instrument itself is real and usable.
Whatever you agree. Founders can be paid a salary for the work they do, receive dividends as owners, or both — and the mix should be set in advance, because effort and reward drifting apart is a common source of friction. Salary and dividends are taxed differently, so it is worth planning the split rather than defaulting to one.
It’s a clause under which the terms of your exit depend on how you leave. A founder who leaves for agreed, reasonable reasons — a “good leaver” — holds on to more of their stake; one who breaches the agreement or bails early — a “bad leaver” — keeps less, typically valued by a preset formula instead of a friendly negotiation. The point is to reward sticking around and to make sure nobody exits with a full slice after doing only part of the work.
It passes to their heirs under the Civil Code, which can bring someone you never chose into the company. A participants’ agreement and the charter can set out what happens instead — for example, a buy-out of the heirs at a defined price — so a death does not reshape the ownership without the surviving founders’ say.
Registering the company is the easy, cheap part. The founder deal is the hard, valuable one — and the time to strike it is before you file, while goodwill and equal leverage still last. Settle the equity, the control, the exit and the protection now, and put each term where it belongs: structure in the charter, the private deal in the participants’ agreement, the mechanics in the establishment decision. The founders who do this rarely end up needing it. The ones who skip it wish they hadn’t, at the worst possible moment.
Tell us who’s founding the company and on what terms, and we’ll draft the charter and the participants’ agreement together and register the whole thing, so the deal and the filing land as one. Get in touch and we’ll take it from there.
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