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BELARUS: Legal forms of doing business

2011, English
TYPES OF COMPANIES

These are the following types of companies in Belarus:

Company type
Minimum number of shareholders
Limited Liability Company (LLC)
Two
Closed Joint-Stock Company (CJSC)
Two
Open Joint-Stock Company (OJSC)
Two
Unitary Enterprise (UE)
One

A Limited Liability Company (LLC) is the most popular entity among foreign investors to do business in Belarus. It takes about 7 working days to complete the formation of a LLC provided that all pre-registration activities are completed.

MANAGEMENT & REPRESENTATION

The managing director (Director) and the general meeting of shareholders / owner of enterprise (in UE) are mandatory managing bodies. Collective management body (Management Board) and supervisory body (Supervisory Board or Board of Directors) are optional.

Company type
Mandatory managing bodies
Optional managing bodies
Limited Liability Company (LLC)
  • The managing director (the Director)
  • The general meeting of shareholders
Collective management body (Management Board) and supervisory body (Supervisory Board or Board of Directors) are optional.
Closed Joint-Stock Company (CJSC)
  • The managing director (the Director)
  • The general meeting of shareholders
Same as previous.
Open Joint-Stock Company (OJSC)
  • The managing director (the Director)
  • The general meeting of shareholders
  • In case the number of shareholders exceeds 50:  supervisory body (Supervisory Board or Board of Directors).
Same as previous.
Unitary Enterprise (UE)

  • The managing director (the Director)
  • The owner of enterprise
None

  • Representing the company. Persons other than Director can act on behalf of the company on the basis of a power of attorney.
  • Corporate directors. The Belarusian law allows having a corporate director (managing company) fulfilling the role of Director on the basis of a service agreement.

STATUTORY CAPITAL

Company type
Minimum share capital
Limited Liability Company (LLC)
No minimum
Closed Joint-Stock Company (CJSC)
approx. 500 EUR
Open Joint-Stock Company (OJSC)
approx. 2,000 EUR
Unitary Enterprise (UE)
No minimum

  • Payment terms. As a general rule, the statutory capital must be paid in full prior to the incorporation. Companies with foreign investments starting from USD 20,000 may extend the payment of statutory capital for the period of two years.
  • In-kind contributions. It is acceptable to make both monetary contributions and in-kind contributions into a share capital. If an in-kind contribution consists of intangible property then the proportion of intangible property in a share capital may not exceed 50%.

ACCOUNTING

A company must hire an accountant or an outsourced accounting company prior to the opening of bank accounts, except for the UE.

REPRESENTATIVE OFFICE

Foreign companies may also operate in Belarus through a representative office (RO) which is opened on the basis of a permit issued by the Ministry of Foreign Affairs.

  • Annual costs. The annual fee for the permit is ca. EUR 300.
  • Commercial activities allowed. The RO may be engaged in commercial activity on behalf of the company.
  • Main advantages. The main advantage of RO is flexible management and financing options and easier termination of operations in comparison to a company.
 
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