Download Joint Stock Companies in Belarus

HOW TO START UP A BUSINESS IN BELARUS
What are the options for setting up a company in Belarus?
The Belarusian government welcomes responsible foreign companies
looking to set up in the country.
If you want to trade as a foreign or international company in Belarus,
you need to set up in one of two ways:
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as a representative office (RO)
as a legal entity
Traditionally representative offices in Belarus were just that –
organisations operating as ambassadors for foreign companies, but
without a taxable presence in the country.
Today you can have a taxable presence with a RO, and can sign
contracts and carry out negotiations.
However, if you want to carry out long-term commercial
activity within Belarus, setting up a legal entity may be a better option.
Belarusian laws provide for various organizational-legal forms of
commercial organisations. Most legal entities choose the following types
as the most convenient for business:
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Joint Stock Companies
Limited Liability Companies
Unitary Enterprises
Joint Stock Companies in Belarus
Joint Stock companies are companies whose capital is divided into a
definite number of shares. They fall into two categories:
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Open Joint Stock Companies (Otkriytoe Aktsyonernoye
Obshchestvo or OAO).These companies are allowed to offer
an unlimited amount of shares and are the only type of legal entity
that can be openly traded.
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Closed Joint Stock Companies (Zakrytoe Aktsyonernoye
Obshchestvo orZAO). This is the most common type of Joint
Stock Company in Belarus. Shares are limited to the founders or to
pre-determined groups, and there is no obligation to publish
accounts.
Limited Liability Companies
A Limited Liability Company (Obshchestvo s Ogranichennoy
Otvetstvennostyu or OOO) is the most flexible type of company
structure.
As it does not technically have shares, it is not liable to Belarusian
securities legislation.
Unitary Enterprises(UE)
Unitary enterprises are a popular choice among foreign companies
trading in theBelarus economy. With this structure, the company
founder retains ownership of the assets.
How do you set up a representative office in Belarus?
Representative offices have the simplest set-up procedure. You must
provide the following set of documents to the Ministry of Foreign
Affairs of Belarus:
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an application form,
copy of the parent company registration in the country of origin,
regulations of a representative office,
power of attorney for the head of the representative office,
power of attorney for the person authorized to conduct business on
opening a representative office,
document confirming the payment of the registration fee.
The documents in foreign languages should be translated into Belarusian
or Russian and notarised, or legalized (apostilled).
Representative offices must:
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register with the tax authorities
keep accounts
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pay taxes
How do you set up a legal entity in Belarus?
A new application-based registration procedure for legal entities has
been in place since 1 February, 2009. The process involves:
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state registration (including registration with tax authorities, the
State Statistics Board, the Social Security Fund)
producing a company stamp
Commercial organizations can decide on the size of their authorized
fund independently, which should be announced in the Belarusian
rubles.
The minimum authorized fund is set only for joint stock companies. It is
denominated in the Belarusian currency proceeding from the size of
the base amount (on the day of submitting the documents to the
registration body):
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for private companies – 100 base amounts
for open joint-stock companies – 400 base amounts
How long does it take to set up a company in Belarus?
Each case is different, but for general guidance the timescales are as
follows:
Representative offices: once all documents are ready, the process should
not take more than 10 days
Legal Entities:
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on the day of documents submission the charter (the foundation
agreement) of the company gets a state registration stamp;
within the working hours following the day of the submission of
the documents the company receives a certificate of state
registration;
within five working days the company gets automatic registration
with the tax bodies, state statistics authorities, the Social Security
Fund of the Labor and Social Security Ministry, and also the
registration with the Belarusian national unitary insurance
company Belgosstrakh.
The process is longer for joint stock companies, which need to register
their share issue with the State Securities Register.
Remember that it can take some time to get the necessary documents
together, and you should also allow time for notarization of official
papers.