Starting a business in Belarus by a non-resident (for Russia - a separate instruction)

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For residents of Russia there is a separate article.

  1. Essential information for registering an LLC
  2. Background information for LLC registration
  3. Required documents for registration

The following is an overview of the procedure for providing legal services for the registration of a legal entity, in particular a limited liability company, in the Republic of Belarus by a citizen / citizens or legal entity / persons of foreign jurisdiction with the involvement of legal services by our organization.

The main question when registering an LLC by non-residents (foreigners) - are there any restrictions for non-residents (foreigners) in starting a business in the Republic of Belarus?

The simple answer is no. Any foreign individual or legal entity can become a founder of a Belarusian LLC. 

What information is needed to register a legal entity in Belarus?

Priority information:

    • Several options for the name of the organization. If you have proposed only one variant of the name, then the likelihood of refusal to agree on the name increases and, accordingly, the registration of the organization may be postponed for at least one working day. 
    • The size of the authorized capital (Please note: the minimum size of the UV has not been established). To participate in tenders, wholesale trade, when joining a high-tech park, we recommend setting the size of the authorized capital of at least 2 Belarusian rubles (at least 500 EURO), since the size of the authorized capital must be displayed in the charter, which is often requested by state bodies to agree on participation in tenders, wholesale trade, when joining a high-tech park and in many other cases.
    • Information about the future director. It is necessary to decide on the candidacy of the director, whose presence is necessary from the moment the organization was created (for opening an account, certifying documents and working with government agencies (administration of a high-tech park). When choosing a director, it should be borne in mind that a director of a Belarusian organization may also be a foreign citizen, but for him it is necessary to obtain a special permit for the right to engage in labor activity, the issuance of which takes up to one and a half months.

    Please note that for non-residents of the Republic of Belarus, we propose our candidacy as a management organization (company) - an analogue of a director. Assuming the status of a managing organization also implies the implementation by our organization of representative, legal, personnel, accounting functions with periodic reporting to the founders of the organization. 

    • Legal address (Requirements for the legal address of the organization: must be located in non-residential premises, a guarantee must be provided to provide the legal address of the organization from the moment of its registration).
    • The ratio of the distribution of shares in the event that the organization has several founders. 
    • Determination of the type of activity of the organization in accordance with the National classifierOm of the Republic of Belarus OKRB 005-2011 "Types of economic activity".

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Secondary information (can be decided after the moment of registration):

  • Bank selection. If the founders have no preferences in choosing a particular bank, then we open accounts with CJSC Alfa-Bank. When making settlements with the constituent entities of the Russian Federation, it is preferable to open an account with ZAO Alfa-Bank, OAO BPS-Sberbank. When making settlements with Europe, it is advisable to open an account with Priorbank OJSC. When working only in Belarus, there are no fundamental differences between banks, the management of a current account is possible remotely through a USB flash drive of a client-bank, in particular, Alfa-Bank CJSC has the ability to manage an account through a mobile application. Please note that if you open an account with a bank other than the three above, we cannot guarantee the promptness and correctness of opening an account.
  • The choice of the form of subsequent work: with or without the use of printing. In connection with the entry into force of Decree No. 7 of November 23, 2017, from February 23, 2018, legal entities have the right not to use the seal.
  • Selecting a print sketch (if the organization has decided to work with print). Please let us know which print design you would like to order.
  • The choice of an accountant, taxation systems, the settlement of personnel issues. Under the general taxation system (18% of profit + 20% VAT), an accountant is required who works in outsourcing or on the staff of the organization (please note that our organization also provides accounting services - our organization has qualified accountants). With the simplified taxation system - 5% of the proceeds or 3% of the proceeds + 20% VAT, there is no requirement for an accountant. The choice of the optimal taxation system depends on the planned type of activity of the organization, since there are exceptions and restrictions on both taxation systems, and therefore we advise you to first consult either with the specialists of our organization or with any other qualified specialist.

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Required documents for registration:

Let us consider two options for carrying out the registration procedure for an organization - with the personal presence of individuals - founders in the registering body of Belarus, or remotely, by providing a power of attorney to the employees of our organization:

  • In the presence of natural persons - founders, it is enough for them to have the original passport with them. A copy of the passport must first be sent to us in electronic form to prepare a package of documents for registration and translation of the passport. Next, you need to visit a notary to certify the translation of the passport and issue a power of attorney in Russian, provided that the person freely understands and communicates in Russian (these facts are checked by the notary). If the founder objectively cannot understand and communicate in Russian, then it will be necessary to involve an interpreter from the language (except for English, Spanish and German), which the person speaks. Thus, to submit documents to the registering authority, one or two days of personal presence of the founders is enough, but if one of the persons is the director of the organization, then the personal presence of such a person is required at least two working days to open an account with a bank and receive a client-bank. If the director is another person, then you must first send a copy of his passport by e-mail.
  • Remotely. You must send us by expedited mail (EMS, DHL - delivery speed 2-3 days) to the address: Republic of Belarus, Minsk, st. Karl Liebknecht 66, office 205, index 220036 with phone mark +375 29 7979737, the following list of documents. You should inform us of the jurisdictions of each founder, as the requirements listed below may vary. For example, an apostille is not required for all documents from the countries of the former USSR - the CIS (except Estonia), Poland, Hungary, Czech Republic, Slovakia, Bulgaria, Cuba, China. List of required documents:

- If the founder is an individual, then it is necessary to send certified by a notary copy of passport and power of attorney with apostilles.

- If the founder is a legal entity, then it is necessary to send an extract from the commercial register or registration office with an apostille (not older than six months) and a power of attorney certified by a notary with an apostille (the draft of which is in the annex to this article). Please note that the authorized person and the person who issued the power of attorney and indicated in the extract must match.

An important rule: if a foreign legal entity has only one individual or legal entity as founders, then it cannot be the only participant in a Belarusian legal entity, that is, it will be necessary to add at least one more participant (it is possible to add a participant with a 0,01% share) either a foreign legal entity, or a Belarusian one.

Nevertheless, from April 28.04.2021, 05.01.2021, it enters into the Law of the Republic of Belarus dated January 95, XNUMX No. XNUMX-З "On Amendments to the Laws on the Issues of Business Companies", according to which the organization will be able to have as its sole participant another business community consisting of one participant.

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Starting a business by a foreign investor in Belarus

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