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Company Incorporation

VMP Vlasova, Mikhel and Partners Law office would be pleased to act as your legal counsel and provide you with all the necessary assistance in creation and registration of a commercial company, including with foreign capital, in Belarus.

Investors are entitled to incorporate a legal entity in Belarus (hereinafter – Company) with any amount of investments in any legal form, provided for by Belarusian legislation:

  • limited liability company (LLC);
  • additional liability company (ALC);
  • joint-stock company (JSC) - closed joint-stock company (CJSC) or open joint-stock company (OJSC);
  • unitary enterprise (UE).

It is necessary to allocate such legal form as UE. This is a special form of the Company, which inherent to the legislation of Republic of Belarus. In contrast to other forms of Companies UE does not owner of assets on its balance sheet. All assets of any unitary enterprise is owned by its founder and belong to UE by virtue of the right of commercial management.

All types of Companies (with the exception of a unitary enterprise) can be incorporated both with a sole or several incorporators.

Minimum amount of the charter capital of the Company depends on the legal organizational form, and it is correspondingly

  • 1 010 Euro for CJSC,
  • 4 050 Euro for OJSC; 
  • for UE, LLC and  ALC  minimum charter capital is not set and shall be determined in the Charter.

The charter capital of the Company is declared in Belarusian rubles and shall be paid in full during the first year after the state registration of the Company.

Please note that prior to registration of the Company it is necessary to decide upon the legal address of the Company and the Director (executive body) of the Company.

Incorporation of the Company includes following stages:

  1. incorporator/incorporators take relevant decision, documents required from incorporator are collected and duly executed (notarized or legalized (apostillized), depending on the place of residence of the foreign investor);
  2. the name of the new Company is registered at the competent state body of Belarus;
  3. legal address of the Company is decided upon, candidate for the post of director of the Company is found;
  4. charter of the Company is signed (its notarization is possible, but not necessary);
  5. documents are submitted to the relevant state body for state registration of the Company; registration is completed within 1 business day upon submission of the complete set of documents; Certificate of state registration of the Company is issued within one day from the date of state registration. Within following 5 business days the registration authority issues documents, confirming registration of the Company within other state bodies;
  6. after state registration of the Company so called “post-registration activities” are performed, which result in opening bank accounts of the Company (manufacture of the corporate stamp of the Company, execution of the employment contract with director (CEO) of the Company, execution of the employment contract with accountant (i.e. accountant enrolled into the list of Company’s employees) or of the civil contract with accountant (audit) organization, opening bank accounts).

Thus, after receiving all necessary documents and information from shareholders the whole process of the Company incorporation (including opening of the bank accounts) takes approximately 7-10 business days.

For state registration of the Company foreign investor, being legal entity, has to provide the following documents:

  • original extract from trade register or other equivalent proof of legal status (issued no more that 1 year prior to documents submission);
  • notarized power of attorney for its representative in order to sign and submit documents in Belarus.

All of the documents mentioned above must be legalized/apostillized (depending on the place of residence of the foreign investor).

For state registration of the Company foreign investor, being foreign individual, has to provide the following documents:

  • notarial copy of a passport;
  • notarized power of attorney for representative in order to sign and submit documents in Belarus.

All of the documents mentioned above must be legalized/apostillized (depending on the place of residence of the foreign investor).

 

We would be pleased if you opt to take advantage of our services. 

Please contact VMP corporate practice team partner Svetlana Dashuk or senior associate Natalia Talai.