Registration of a Limited Liability Company in the Republic of Belarus

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Belarus is Russia’s closest neighbour and partner in the EAEU, as well as the main trade “bridge” between Europe and the CIS. Such a strategic position allows the country to attract many investors, including from Russia.

An important role in attracting investment is played by the presence of free economic zones, such as the High-Tech Park, the Great Stone Industrial Park. In addition, companies operating in rural areas or small towns can enjoy special tax benefits.

One of the main advantages of registering an LLC in the Republic of Belarus is the simplified procedure for opening legal entities in comparison with Russia. At the same time, the most optimal form of doing business is a limited liability company.

Features of opening an LLC in the Republic of Belarus

When registering your business in this country, it is necessary to fulfill several requirements of local legislation. This applies to the following criteria:

• Not to be participants or the last managers of an LLC that is in the process of liquidation or bankruptcy.
• Not to be members of an LLC excluded from the state register and having uncollectible debts.
• The founders were not held criminally liable for committing economic crimes.

It is also important to consider that the name of the LLC must be agreed before registration. It is not allowed to open an LLC with a name that fully or partially coincides with the name of the current legal entity. Approval takes place at the registration authority based on an application. Only non-residential premises can be specified as the legal address of an LLC. But there are no requirements for the minimum authorized capital (fund) of an LLC. Its size is important if the LLC plans to participate in purchases or wholesale sales. Authorized capital should be paid within a year from the date of registration of the LLC.

Where to submit documents when opening an LLC

The registration authorities for commercial organizations in Belarus are the territorial bodies of the Ministry of Justice:

• City executive committees.
• Regional executive committees that register commercial organizations with participants, for example, international and foreign organizations.

These bodies may delegate their powers in the field of registration to other bodies – city executive committees – to district administrations, and regional executive committees – to local executive bodies and administrative organizations.

Other executive bodies may also exercise the powers to register legal entities within their competence.

Documents can be submitted to the registering body both hard copies and in electronic form through the website https://egr.gov.by/egrn/index .jsp?content=eJurRegForm using the digital signature of the applicant or notary.

What documents are required to open an LLC

To register a Limited Liability Company on the territory of another country, the following set of documents is required:

• Application for state registration.
• The Charter of the LLC in two copies and in electronic form on data medium;
• The decision of the sole founder/minutes of the founders’ meeting on the establishment of the LLC.
• Receipt of payment of state duty (37 Belarusian rubles/approximately 983 Russian rubles).
• Documents confirming the identity/status of the foreign (Russian) founder. For a foreign legal entity – a legalized extract from the commercial register with information about the founding company, for a Russian one – an original extract from the Unified State Register of Legal Entities with an official stamp. For an individual, this will be a copy of an identity document. If it is impossible to provide the original of the passport when submitting, then the copy must be notarized.

If an LLC is opened by a single participant, then he needs to prepare an appropriate resolution on the incorporation of an LLC. The Belarusian legislation does not establish a special form for the resolution. However, the following information should be indicated in it:

• Determine the location of a company.
• To form the authorized capital and ways of its formation.
• Appoint yourself or another person to the position of the head of the LLC, specify the term of powers.

If there are two or more founders, then it is necessary to hold a general meeting of the founders of the LLC, following which a protocol is drawn up, where it is necessary to reflect:

• Place and time of the general meeting.
• Information about the founders.
• Issues on the agenda.

How to determine the main type of activity

The type of activity reflects the field of work or sphere that the entrepreneur plans to engage in in the future. The code is selected from the general classifier and is reflected in application. However, a company can engage in several types of activities. According to current legislation it is not necessary to notify the state registration authorities about the change of the activity code.

How to draw up an agreement on the establishment of an LLC

When creating an LLC, the resolution can be made in any documentary form, including a contract. It should reflect the following data:

• The order of interaction of the founders on the issue of creating an LLC.
• The rights and obligations of the founders.
• The procedure for the development of the charter.
• The procedure for approving the brand name.
• The size of the authorized capital.

How to prepare the charter of an LLC

The Charter is drawn up on the basis of articles 14 and 92 of the Law “On Business Companies”. The following information should be included in the Charter:

• Name.
• Legal address.
• The amount of the authorized capital.
• Rights and obligations of participants.
• The structure of the LLC.
• The order of management of the company.
• Governing bodies.
• Decision-making procedure.
• Profit distribution.
• Responsibility of the company and its participants.
• The procedure for approving financial statements and the scope of information disclosure.
• A list of the company’s participants with the distribution of shares between them.
• The procedure and rules for the withdrawal of participants from the society.
• The procedure for the redistribution of shares or the transfer of rights from one participant to another.
• Other information and conditions.

How to fill out the application for registration of LLC correctly

The special form was approved by the resolution of the Ministry of Justice of the Republic of Belarus. When filling the form, it is important to consider the following points:

• In paragraph 3, the legal address of the company is indicated.
• Paragraph 4 specifies the size of the authorized capital of the enterprise.
• The application must be signed exclusively in the presence of employees of the state registration authority.
• Sheet A is filled in for each citizen participant.
• Sheet B is filled in for each founder-legal entity.

What is the deadline for submitting documents?

LLC registration is made on the day of submission of documents. An employee of the registering authority affixes a stamp on the Charter of the legal entity, which testifies to the fact of registration of the LLC and passes one copy of the Charter to the person who submitted it.

The registering authority also issues:

• Certificate of state registration. It is given no later than the working day following the day of submission of documents for state registration.
• Documents confirming registration with tax authorities, state statistics bodies, the Social Protection Fund of the Population, registration in the Belgosstrakh. All this is transferred within five working days.

Reasons for registration rejection

The registering authority may refuse to accept documents for the registration of an LLC, as well as the registration of the company itself.

Acceptance of documents may be refused if:

• Not all necessary documents are provided for registration.
• The application for state registration was issued in violation of the requirements.
• The documents were submitted by an unauthorized person.
• The documents were submitted to an improper registration authority.

Registration of an LLC may be rejected if:

• Residential premises are indicated as the legal address.
• The founder – parent company has civil obligations (obligation) not fulfilled on time, including the amount not returned on time under the loan agreement (interest on it), in the absence of the consent of all creditors of the founder on these obligations for his participation in the incorporation of a subsidiary company.
• Founder – an individual has an outstanding criminal record for crimes against property and the procedure for carrying out economic activities.
• A court decision on foreclosure on property has not been executed against one of the founders.
• At the date of state registration, the one-year limitation period for the right to apply for state registration for the founder has not expired.
• In the case of state registration, a ban on engaging in entrepreneurial activities for the founder/participant will be established.

It is also essential that at the time of state registration, the founder:

• Has no arrears of wages, payments to the budget and (or) to state targeted budgetary and extra-budgetary funds, or is the owner of property (founder, participant, head) of a legal entity that has such arrears.
• Was not the owner of the property (founder, participant, head) of the legal entity in respect of which the decision on liquidation was made, but the liquidation process has not been completed.

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