Registration and Liquidation of Legal Entities: New Rules
On 1 June 2026, the Republic of Belarus adopted the Law "On State Registration and Liquidation (Termination of Activities) of Business Entities".
The Law also introduces amendments to the Civil Code, the Law "On Business Companies", the Labour Code, and other legislative acts.
Among the key changes are the following:
- Disclosure of beneficial owners in the Unified State Register (USR) for commercial organizations (except joint-stock companies). Commercial organizations will be required to notify the registration authority of any changes in their beneficial ownership within 10 business days.
A beneficial owner is defined as an individual who:
owns at least 10% of the shares (interests) in the authorized capital of a legal entity;
or directly or indirectly (through third parties) ultimately has the right or ability to issue binding instructions to the legal entity, influence its decisions, or otherwise exercise control over its activities.
- A modified state registration procedure for private institutions and associations/unions, including longer registration periods, verification of the activities of the owner of a private institution's property or a member of an association/union, and the possibility of refusal of registration where national security concerns exist.
- Shortened deadlines for filing amendments to a charter for state registration. Amendments must be submitted within 15 business days in cases involving a change of the organization's name; reorganization through transformation or merger by accession; a change of the owner of a unitary enterprise's property; or changes in the composition of participants of a limited liability company (LLC) or an additional liability company (ALC).
- The obligation to notify the registration authority of any change to the organization's email address within 10 business days.
- Withdrawal from an LLC will only be possible through a notarized application. On the day the application is notarized, the notary must submit a corresponding notification to the registration authority.
- A prohibition on participants of existing legal entities with overdue salary arrears or outstanding payments owed to individuals under civil-law contracts from acting as founders or participants of newly established legal entities. In addition, legal entities with such outstanding liabilities may not be reorganized through division or spin-off.
- Further regulation of the legal entity reorganization procedure, including state registration only after the expiration of a 30-day period following publication on the USR web portal of information that the legal entity is undergoing reorganization; and refusal of registration where a creditor's claim for early performance or termination of an obligation and compensation for losses remains unsatisfied.
- Specification of the legal consequences (Article 47 of the Civil Code) of invalid state registrationof a legal entity, including a legal entity created through reorganization, as well as invalid registration of amendments or supplements to a charter.
For example,
- participants of a previously existing legal entity shall be recognized as holding participation interests in the same proportions as before the reorganization; where participants were changed during or after the reorganization, the participation interests of the original participants must be restored to them;
- a participant who lost their participation interest against their will as a result of unlawful actions by other participants or third parties may demand the return of the participation interest transferred to another person, payment of the fair value of such interest, or transfer in kind of property corresponding to such value.
- Amendments to the Labour Code introducing new grounds for termination of employment contracts, including, for the head of an organization, the establishment of a liquidation commission or the appointment of a liquidator.
The Law will enter into force (with respect to most of its provisions) on 1 July 2027.
