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Open company in Belarus

From year to year, the Republic of Belarus improves its position in the international Doing Business ranking thanks to an improvement in the investment climate, simplification of legislation and administrative procedures, as well as lower levels of bureaucratization. The number of companies and other legal entities registered in the Republic of Belarus also grows annually.

Today, opening a company in Belarus has become much easier than 5 years ago. A lot has changed and today, in fact, it became possible to do this within 1 (one) business day. Below we will tell you in detail how to open a company in Belarus, what you need to pay attention to, where and how to submit documents and how much the state fee for creating a company is.

Approval of the name of a legal entity

Approval of the company name takes literally 15 (fifteen) minutes. You can do this as follows:

1) Fill in the documents and arrive at the registration authority in person (or by proxy) to agree on the name;

2) Online through the USR website: http://egr.gov.by/egrn/index.jsp?content=cGetName

3) Send documents by mail.

If you are creating a new company, then only the founder or his representative by proxy can agree on the name. If the founder of a new company is a legal entity, then the director of this company, or its representative by proxy, can agree on the name on his behalf. If the founder of the company will be a foreign citizen, he must also have a notarized translation of his passport with him.

The approval of the company name has its own rules and its own legal regulation. Names that are already registered in the database of the Unified State Register of Legal Entities and Individual Entrepreneurs cannot be agreed upon.

Below we have collected the main tips that will help you agree on a name for your company and avoid denial of name approval:

- Do not use the word "Belarus" in the name of the company;

- do not use the word "Minsk" in the name of the company;

- Do not use the pseudonyms of famous persons, as well as the names of legal entities containing abbreviations that match the generally recognized ones;

- do not use names containing words in an excellent degree of comparison, as well as names that allow you to position a legal entity as a leader in a particular industry (field of activity) based on its name, such as "best", "first", "only" and so on , in any kind, case, number.

You can read more about the rules for the approval of the name in the legislation.

You can, by the way, check whether a particular name is free online. Use this link here: http://egr.gov.by/egrn/index.jsp?content=findname

An important point: if the name that you want to use is already used before you, you will need to take consent to use the name. Without this consent, such a name will not be agreed upon.

At the end of the procedure for approval of the name, you will be given a certificate of approval of the name (if you agreed on the name online, the certificate will be sent to you by e-mail). This certificate is valid for 1 (one) month.

In the future, this certificate you will not have to present and show anywhere: you simply write off the number and date from it for the application for registration of a legal entity. If the certificate has expired, you can renegotiate the name again.

Locating a future company (virtual office)

We note right away: without a legal address you cannot register a company in Belarus. Thus, you can’t do without it.

To date, there is no need for letters of guarantee and other documents of this kind: the registration authority does not in fact verify the registration address of your company at all. You are not entitled to refuse to register, even if the USR already has an existing company with the same address that you want to declare.

The choice of a legal address will affect in the future on which tax office, FSZN your company will report.

It should be noted that in the future you can change the legal address, and an unlimited number of times. However, each time you change your legal address, you will need to notify the registration authority in writing (you can download the notification form here).

Some of our clients ask us whether it is possible to place their company in a residential area. The answer to this question is this: it can be done, but it will entail a number of consequences: an increase in utility costs, for example. We strongly recommend our Clients to be placed in commercial real estate.

Determining the composition of the founders of a future company

Today, in Belarus, in terms of requirements for the founders of a newly created company, everything is very simple: the founders of a company in Belarus can be both individuals (residents and non-residents) and legal entities (residents and non-residents). As for the quantitative composition of the founders, it is different for different forms of companies:

LLC - 1-50;

CJSC - 1-50;

OJSC - the number of participants is unlimited.

1. Non-resident founders: to create a company with the participation of non-resident founders, the following documents will need to be submitted to the registration authority:

1.1. For individuals - notarized translation of a passport;

1.2. For legal entities - an extract duly legalized from the trade register of the country of incorporation, also translated into Russian or Belarusian.

2. Resident founders:

2.1. For individuals - no additional documents are required;

2.2. For legal entities - no additional documents are required. When submitting documents, the head of a legal entity will only need to confirm his authority (for example, by order or contract).

As you know, in the future the composition of the company’s participants may change: participants or shareholders may sell / buy / give and otherwise alienate and acquire shares / shares of the company.

The authorized capital of the company being created, the procedure and terms for its formation

When registering a company in Belarus, it is necessary to determine its authorized capital or the so-called capital. The minimum authorized capital is established only for CJSC and OJSC - it is 100 and 400 basic units, respectively. For LLC, the size of the minimum authorized capital has not been established.

In accordance with the legislation of the Republic of Belarus, the founders have 12 (twelve) months to form the authorized capital of the company after the date of its state registration.

If we talk about the authorized capital as a whole, then it can be formed both in monetary form and in non-monetary. Including it can be formed in mixed form.

When registering a company in its charter, it is necessary to indicate the size of the authorized capital, which is always declared in Belarusian rubles (even if the founders of the company are foreign citizens). Foreign founders, on the other hand, can form the authorized capital in both foreign currency and Belarusian rubles: in the case of the formation of the authorized capital in foreign currency, it is converted into Belarusian rubles at the rate of the National Bank of the Republic of Belarus on the payment date.

As we noted above, the authorized capital can be formed in a non-monetary manner. In this case, it is necessary to assess the value of the non-cash contribution to the authorized capital.

I would like to note that the company at any time can increase, as well as reduce the authorized capital. For this, a decision of the general meeting of participants (shareholders) of the company is necessary, and in case of a decrease in the authorized capital, notification of creditors is also necessary.

Making a decision on establishing a company 

The decision to register a company in Belarus has become more a formal procedure than an official one: the founders, in accordance with the law, must hold a constituent assembly. To date, no one conducts it in practice: the founders simply sign the minutes of the Constituent Assembly. This protocol does not need to be submitted to the registration authority: as a rule, only a bank can ask you for it when opening accounts (and even then in a copy).

Preparation of the charter (AoA) of the future company

The charter of a legal entity is the main document regulating relations between the founders of the company, as well as relations between the founders and the director of the company. The charter, as a rule, consists of various sections and contains provisions on the procedure for convening meetings of shareholders, restrictions and powers of the head of the organization, the voting procedure at the general meeting of participants (shareholders). The charter also contains information about the founders of the company, legal address, name and governing bodies of the company.

Many people try to use standard charters to register their companies: they usually download these charters on the Internet. We recommend that our clients approach the development of the charter of the company consciously and work out all the details in great detail in order to avoid unpleasant and problematic situations in the future.

In particular, we recommend that our customers pay their attention in the charter to the following points:

1) The procedure for convening a general meeting of participants (shareholders);

2) Quorum of the general meeting of participants (shareholders);

3) The voting procedure at the general meeting of participants (shareholders);

4) Inheritance of shares (stocks) in the event of the death of a participant (shareholder).

Payment of state registration fee

Before registering a company (namely, before submitting documents for registering a company in Belarus), it is necessary to pay a state fee. The state fee must be paid in advance; payment is not possible on the spot at the registration authority.

Details for paying state fees for company registration can be found on the websites of the registration authorities. When registering a company, for example, in the city of Minsk, you can find the details for paying state duty here:

https://minsk.gov.by/ru/org/8643/attach/cfab087/index.4.shtml

Here you can find the details for registering a company in the Minsk Regional Executive Committee:

http://minobljust.gov.by/napravleniya-deyatelnosti/gosudarstvennaya-registratsiya-sub-ektov-khozyajstvovaniya/gosudarstvennaya-poshlina

On these sites you can also find information about the benefits of paying the state fee.

Preparation of documents for filing with the registration authority and the procedure for filing documents

Before going to the registration authority, we recommend that you make sure that you have collected and prepared all the necessary documents for registration. In the registration authority you will need to have the following documents with you:

1) Application for state registration of a commercial organization;

2) Sheets A, B (depending on the composition of the founders);

3) Documents on the founders (read more above);

4) Document on payment of state duty;

5) 2 copies of the signed charters;

6) Charter on a flash drive or disk.

Typically, the submission procedure is fast. The founders come to the registration authority with the above documents and submit them, and also sign some of these documents in the presence of an employee of the registration authority.

As soon as the company registration is completed, the employee of the registration authority will assign your company a registration number and will also issue you a certificate of registration of your company.

Seal (stamp) of a legal entity

Printing, as a rule, takes no more than 1 (one hour). You can choose the equipment on the spot yourself, as well as immediately pay for it. After making the seal, you will be ready to conclude employment contracts and open a bank account.

Registration of relations with the executive body of the company

In accordance with Belarusian law, the executive body of a legal entity may be:

1) Director;

2) Management organization;

3) IP manager.

If the founders decide to elect a Director as the executive body, then an employment contract is concluded with him. If we are talking about an IP-manager or a managing organization, then we are already talking about civil law relations, in which case a service contract is concluded.

Book of  checks and a book of comments and suggestions

These books must be purchased from BelBlankVyd. These books must be stored at the location of the legal entity (at the legal address).

Opening a bank account

After the seal is ready and the company has an official leader, you can go to the bank to open a current account. Today in Belarus all accounts are opened in IBAN format.

To open an account with a bank, the manager usually provides the following copies of documents to bank specialists:

- Registration certificate;

- Charter;

- An employment contract and an order (or a management contract);

- Protocol of the Constituent Assembly.

It is also necessary to have a seal with you to get a signature card. Accounts in Belarusian banks can be opened in the following currencies: BYN, USD, EUR, RUB. Some banks can also open accounts in British pounds.

After opening an account with a bank, you will be prompted to connect online banking, which will greatly simplify your account management.

Choosing a tax system

After registering the company, you will have 20 (twenty) business days to decide on the choice of taxation system. If you want to use the simplified tax system, you need to notify the tax authority at the place of registration of your company.

Start of business: what to pay attention 

If you have already opened bank accounts, received a seal and hired a director, you can safely start your business. Below we offer you some tips and points that you need to pay attention to:

1) Immediately visit the tax office at the place of registration; buy a program for electronic declaration. This will allow you to remotely file tax returns.

2) Always pay salaries on time to both the manager and other employees. You may be fined for late payment of wages.

3) Follow the deadlines for reporting. You may also be fined for late reporting.

4) Do not forget to form the authorized capital within 12 (twelve) months from the date of registration of the company.

Our Law Office has a great experience in registering companies in Belarus. Among our clients in this area are well-known international and local companies, as well as representatives of small and medium-sized businesses. Our lawyers are ready to provide you with the following legal assistance regarding registration of companies in Belarus:

- advice on the registration of companies in Belarus;

- preparation of documents for company registration in Belarus;

- elaboration of the charter of the registered company in accordance with the wishes of customers.