You set up a Belarusian subsidiary a few years ago, and now — for whatever reason — you want out. On paper, selling your stake looks like any other share deal: agree a price, sign the contract, update the register. In today’s Belarus, that picture is misleading, and acting on it can leave you with a deal that has no legal effect at all.
Before any of the familiar mechanics matter, there’s a gate to get through. This guide walks the whole route in order: first the question that decides whether you can sell at all, then what you’re actually selling, the mechanics every sale shares, the tax, and the step-by-step sequence. The aim is to show you where the real obstacles sit — and what a lawful exit looks like.
Start here, because it overrides everything else. In October 2023, Edict No. 326 amended the earlier Edict No. 93 of March 2022 and, from 22 October 2023, made one thing the centre of any foreign exit: sellers from countries Belarus treats as “unfriendly” can no longer freely dispose of what they own. As the Ministry of Economy’s own commentary puts it, the State now runs a unified system of control over the alienation of shares, participation interests and real estate by persons from unfriendly states — through individual permissions granted as Government decisions, conditioned on the seller paying a budget contribution of at least 25% of the market value of what is being sold.
Three features of this regime matter for your planning. It is broad: the earlier approach kept a government list of specific companies, and Edict No. 326 scrapped that list, so the restriction now reaches essentially every Belarusian legal entity with an unfriendly-state owner. It is not just about selling: withdrawing from the company as a participant, and reorganising it, are caught by the same permission requirement. And the “unfriendly” net is wide — all 27 EU member states, plus the United Kingdom, the United States, Canada, Norway, Switzerland, Australia, Iceland, Liechtenstein, Montenegro, New Zealand, North Macedonia and Albania.
The permission itself runs through a defined procedure — Council of Ministers Resolution No. 27 of 12 January 2024 sets out how permits are issued — and the headline cost is that 25% payment to the budget, on top of any tax. Skip it and the consequence is blunt: a transaction made in breach of these rules is void. Not penalised, not delayed — void, with no legal effect. That single fact is why the order of operations in a Belarusian exit matters more than almost anywhere else.
Assuming you’ve established that you can sell, the next question is what form your subsidiary takes, because an LLC and a joint-stock company are sold in genuinely different ways.
Most foreign-owned subsidiaries are limited liability companies, and what you hold is a participation interest in the charter capital — not a security. You can’t simply hand it to a buyer. You first have to notify the company and the other participants of your intention to sell, with the price and terms, because they hold a pre-emptive right to buy it ahead of any outsider, in proportion to their own interests. Only if they decline can you sell to a third party — and then only on the same price and terms you offered them.
If your subsidiary is a joint-stock company, you’re dealing with securities, and the process is more formal. Shares are governed by the Law on the Securities Market and move through the depository system, with the transfer handled by a professional participant rather than a simple contract. A closed joint-stock company carries pre-emptive rights much like an LLC. And there’s a sting specific to foreign owners: shares held in the account of an owner from an unfriendly state are restricted from trading, which can complicate the transfer before the permission question is even resolved.
Whatever the structure, a handful of steps recur, and each is a place where deals go wrong.
Because you’re a foreign party, two more things apply across the board: your corporate documents will need apostille or consular legalisation and translation into Russian, and the payment has to comply with Belarusian currency-control rules — which is worth lining up with your bank before completion, not after.
Selling at a gain has a tax cost, and for foreign sellers it recently got heavier. The domestic rule is a withholding tax of 12% on the capital gain a non-resident realizes from selling shares in a Belarusian company — broadly, the difference between what you receive and what the stake costs you. Historically a double-tax treaty often reduced or removed that charge. Not anymore for unfriendly-state sellers: since 1 June 2024, Belarus has suspended the treaty provisions on dividends, interest and capital gains for the same group of unfriendly states, through to the end of 2026, so the domestic rate applies with no treaty discount.
Put the pieces together and the message is simple: budget for both the 25% permission payment and the tax on the gain, because they are separate costs that land on the same transaction. For the wider context of how Belarus is treating foreign-owned business right now, the U.S. Investment Climate Statement for Belarus is a useful neutral read. Run the numbers with an accountant early — our accounting team can help model what an exit actually nets you.
In practice, a clean foreign exit moves through a recognisable sequence:
It’s tempting, in a hurry to exit, to treat diligence as the buyer’s problem. It isn’t only theirs. Undisclosed debts, tax arrears, and mismatches between the charter and the register are exactly what derail completion or come back as claims afterward. A clean, well-documented company sells faster and for more — and a counterparty check cuts both ways, protecting buyer and seller alike.
Strip it back to your own position:
Yes, but generally only with permission. If you are a resident of a country Belarus treats as “unfriendly” — which includes all EU states, the UK, the US, Canada, Norway and Switzerland — selling your shares or participation interest requires a special permit from the Council of Ministers, and a payment to the budget of at least 25% of the market value. Without that permission, the sale is void.
It is a contribution to the local budget that an unfriendly-state seller must pay to obtain permission for the deal — at least 25% of the market value of the shares being sold, assessed by a state-certified appraiser. It is separate from any tax on the gain, so the two costs stack.
The agreement must be in writing, and depending on the company’s charter and the current rules it may need to be notarised — and where notarisation applies, skipping it can make the transfer void. Because sources differ on exactly when it is mandatory, confirm the position for your specific company before signing rather than assuming.
Belarus levies a withholding tax of 12% on the capital gain a non-resident makes from selling shares in a Belarusian company. The treaty relief that used to reduce or remove this has, for sellers from unfriendly states, been suspended until the end of 2026, so the domestic rate applies.
Withdrawal is caught by the same regime. For an owner from an unfriendly state, withdrawing from a Belarusian company — like selling or reorganising it — also requires Council of Ministers permission, so it is not a way around the rules.
The transaction is void. That is not a fine you pay and move on from — the deal has no legal effect, the register will not reflect a clean transfer, and you can be left worse off than before. This is the single most important reason to get the sequence right.
It varies widely. A straightforward sale between aligned parties can move in weeks; a sale that needs a state valuation, a Council of Ministers permit, and antimonopoly clearance can take months. Build the permission timeline into your plans from the start.
Selling a Belarusian subsidiary as a foreign owner is less about the share-transfer paperwork and more about the permission and the costs that sit in front of it. Get the sequence right and the exit is orderly; get it wrong and you can end up with a void deal and a tax bill for nothing.If you’re weighing an exit, the most valuable first step is a clear read on whether you need a permit, what the 25% and the tax will cost you, and how long it will take. Get in touch — we work with foreign owners in English, and we’ll map your specific route before anything is signed.
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