Setting up a company in Belarus

Starting a business in Belarus, types of businesses and the time needed to open a business...

Residents of the Republic of Belarus and foreign entities are provided with equal rights and opportunities to run a business by setting up legal entities.

How to establish a legal entity in Belarus?

In order to register a legal entity, you need to:

• decide on a legal form;
• check available business names;
• choose a location (legal address), and draw up its charter (articles of association for a commercial organization acting only on the basis of the articles of association);
• submit a package of documents to the local registration authority for state registration.

Choosing a legal form

The most common forms of legal entities in the Republic of Belarus are:

• sole proprietorship (it can be established only by one individual or legal entity);
• limited liability company (OOO) (from 1 to 50 shareholders);
• additional liability company  (ODO) (from 1 to 50 shareholders);
• open joint stock company (OAO) (any person can acquire the company’s shares);
• closed joint stock company (ZAO) (the shares are held only by the entity’s shareholders whose number should not exceed 50).

Sole proprietorships, limited liability companies and additional liability companies must put together 100% of the authorized capital within 12 months. The minimum size of the authorized capital for the above-mentioned legal forms is not prescribed by the law.

The minimum size of the authorized capital for joint stock companies is 400 base amounts, for closed corporations - 100 base amounts.

* From 1 January  2021, 1 base amount is equal to Br29.

Сompany Name Approval

The next stage is the approval of the name of the company. This procedure is done free of charge and takes place prior to the state registration of the company.

In order to have the company’s name approved, the applicant needs to approach any registration authority listed on the website of the Unified State Register of Legal Entities and Individual Entrepreneurs (hereinafter - USR website).

You can use the website to check available business names on the business names register.

The documents for the name registration can be submitted to the registration authority in-person, by post or e-mail through the USR website.

The application form for in-person application can be downloaded from the USR website.

The application shall be processed:

- on the day of application if submitted in-person;
- within two working days if submitted by mail;
- not later than the next business day if submitted online.

An applicant receives either a certificate of business name approval or a document rejecting it.

The certificate is valid one month from the date the company name is approved.

In cases stipulated by the law, the filled application shall be supplemented with the following documents (paper or in .pdf format, depending on the method of application): a document confirming the authority of the applicant, a permit to use names (surnames, specific names), pseudonyms of well-known persons or names of legal entities.

Based on the results of the review of the electronically submitted documents, the applicant shall receive to its email address either a certificate of business name approval or a document rejecting it, bearing an electronic digital signature (hereinafter - EDS) of the authorized employee of the registration authority, no later than one working day from the date of submitting the application.

State registration

The state registration of the company can be carried out through:

1) in-person application to the registration authority;
2) submitting documents electronically through the USR website or via a notary.

In-person application

For the state registration of a company you need to submit the following:

1) an application for state registration of a company in the form prescribed by law;

2) Charter (articles of association - for a commercial organization acting only on the basis of the articles of association) in two copies without notary certification, its electronic copy (in .doc or .rtf formats);

3) the original or a copy of the payment document confirming the payment of the state fee (unless you pay through the Unified Payment and Information System);

4) if the founder of a new legal entity is a foreign organization, it is required to submit a legalized extract from the commercial register of the country of incorporation or other equivalent proof of the legal status from a local administration authority of a foreign state in accordance with the legislation of the country of incorporation or a notarized copy of these documents (the extract must be issued no earlier than one year before applying for state registration) with the translation into the Belarusian or Russian language (the translator’s signature is to be notarized);

5) if the founder of a new legal entity is a foreign individual, they are required to submit a copy of the identity document with the translation into the Belarusian or Russian language (the translator’s signature is to be notarized).

The application form template is available for download on the USR website. Applicants can also use a special service to fill in various applications online without authorization, a hard copy of which can be printed out and submitted to the registration body.

An application for state registration is to be signed by the founders of a legal entity. If there are more than three of them, it is allowed to authorize one of the founders to sign the application, which is to be mentioned in the decision to set up a legal entity.

When submitting documents for state registration, applicants are required to present identity documents and documents that prove their authority (a letter of attorney, a protocol of the general meeting of the founders), if they act on behalf of an individual or a legal entity. A notarized letter of attorney is required if a person acts on behalf of a foreign legal entity.

Which registration body accepts the documents?

Registration documents are to be submitted to the local registration body (main directorates of justice of regional executive committees and of the Minsk City Executive Committee).

An authorized employee of the registration body is to:

- put a stamp confirming the state registration on the charter (or the articles of association for a commercial organization that operates on the basis of the articles of association alone) of a legal entity and to hand out a copy of the charter (or the articles of association) to the person who submitted it on the day of submission of documents;

- issue a certificate of state registration no later than the next day after the submission of documents;

- issue a document confirming the registration with the tax authorities, the state statistics authorities, the bodies of the Social Protection Fund of the Labor and Social Security Administration, the Belarusian insurance company Belgosstrakh, that is, a notice of registration with relevant authorities, within five working days.

A legal entity is registered with the listed bodies BY DEFAULT, without the participation of the founder.

The notice of registration can be obtained only from the registration body.

Digital registration of legal entities

A legal entity can be registered via digital channels: you can send documents via the USR website or you can allow a notary to send your written application to the registration authority via digital channels.

The list of documents you have to send electronically is the same as the list of documents you need for registration in person.

In order to get registered via the USR website on your own, you need to pass through the authorization procedure. It uses a personal electronic signature key (the certificate of the relevant public key is issued by the national certification authority of the National Center for Electronic Services).

You will have to fill in a state registration application form on the USR website while the other documents can be attached as files (charter as doc, rtf or odt files, other documents as pdf files).

If you opt for the digital state registration, one of the founders of an organization that has a personal electronic signature key can submit the application.

If there are more than three founders, they can authorize one of them to sign a digital application and designate this person in the document that confirms the intention to set up an organization (the minutes of the general meeting). This document has to be sent to the registration authority in this case.

If you opt to send in your application via a notary, the notary will use their personal electronic signature key to send the documents to the registration authority via the USR website.

If the application is approved, the applicant (the notary) will see the documents signed by an officer of the registration authority in the personal area of the website:

- a notification about the state registration of an organization,
- the articles of association with a seal that confirms the state registration,
- a state registration certificate.

Within five business days after the information about the state registration of a new commercial entity is entered in the Unified State Register, the applicant (the notary) will receive a document that confirms  that the new commercial entity has been registered with the relevant government agencies.

If the application is declined, the applicant (the notary) will receive the relevant notification that will explain the grounds for denial.

The applicant can get hard copies of these documents. To do so, the applicant will have to contact the registration authority and request a digital document external representation form.

Advantages of working via a notary:

- you can contact any notary regardless of the applicant’s place of residence (the location of the legal entity);
- the notary’s fee is smaller than the state duty the applicant has to pay if he or she contacts the registration authority in person;
- the applicant does not need to acquire an electronic signature key;
- there are more notaries than registration authorities.

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