Comprehensive Consulting
We assess your specific situation — nationality, business goals, capital structure — and advise on whether an OJSC is the right form for your needs, or whether a CJSC or LLC would better serve your objectives.
OJSC Registration in Belarus for Foreign Investors
Licensed Belarusian advocates handling Open Joint-Stock Company registration from start to finish — share issuance, documents, bank account and full compliance. Remotely or in person.
Our clients
OJSC as a Form of Ownership
Текст: An Open Joint-Stock Company (OJSC) is the most scalable corporate structure available in Belarus. Unlike a Closed JSC or LLC, an OJSC allows an unlimited number of shareholders and enables free trading of shares on the securities market.
The minimum authorized capital for an OJSC is 400 base units (approximately €4,600). Capital is divided into equal-value shares that can be freely traded on the stock market alongside convertible securities. The company itself owns its assets — shares represent ownership stakes in the company, not in specific assets.
This structure is best suited for businesses planning to raise capital from a wide investor base, go public, or scale operations significantly.
OJSC Registration in Belarus: Full Legal Support
Registering an OJSC in Belarus involves more steps than an LLC — including share issuance registration with the Securities Committee and mandatory disclosure requirements. Getting the process wrong can cause significant delays.
AMBY Legal handles the entire registration for you: from name approval and charter drafting to state registration, share issuance, and bank account opening. We also ensure ongoing compliance with Belarusian securities law after registration.
Registration can be completed on your behalf via a notarized power of attorney — no need to travel to Belarus.
Representative Office
Open a company representative office in Belarus with expert support and full compliance.
OJSC vs. Self-Employed and Sole Entrepreneur: Key Differences
Self-employed individuals and sole entrepreneurs operate as private persons — simple to set up, but with unlimited personal liability. If your business faces debts or legal claims, your personal assets are at risk. These structures are also limited in their ability to raise external capital or attract institutional investors.
An OJSC removes these limitations. It is a separate legal entity with limited liability for its shareholders. More importantly, it can issue shares freely tradable on the securities market — making it the preferred structure for businesses seeking external investment, planning an IPO, or operating at scale.
While an OJSC requires more initial setup work and ongoing disclosure obligations compared to an LLC, it offers unmatched flexibility for growth and capital raising.
Which Foreigners Can Register an OJSC in Belarus?
Any foreign individual aged 18 or above, or any foreign legal entity in good standing, can register an OJSC in Belarus. There are no nationality restrictions.
Documents required depend on whether the founder is an individual or a company:
For individual founders: a notarized translation of your passport into Russian or Belarusian.
For corporate founders: a legalized extract from your country’s commercial register (issued within the past year) with a notarized translation. Legalization method depends on your country — apostille for EU and US, consular legalization for some others, no legalization required for Russian documents.
Important: if a foreign legal entity is the sole founder, it cannot itself be a single-founder entity. Our team will advise on ownership structure before registration begins.
Our Services
Name Approval
We check name availability in the Unified State Register and submit the name approval application on your behalf. The process takes 1 business day.
Document Preparation
We draft all required documents: founders' resolution, articles of association, registration application — fully compliant with Belarusian corporate and securities law.
Bank Account Setup
We assist with opening a corporate bank account at a Belarusian bank. We recommend banks based on your planned transaction geography — Russia, EU, China, or other markets.
Management Company Services
If you need an ongoing local presence, we offer a management company service — acting as your director equivalent and handling administrative, HR, accounting and government liaison functions.
OJSC Governance Structure
General Meeting of Shareholders
The supreme governing body of the OJSC. Convenes annually or on an extraordinary basis. Key responsibilities include approving and amending the company charter, deciding on reorganization or liquidation, appointing auditors, and approving profit distribution.
Supervisory Board or Board of Directors
Oversees the company's operations between general meetings. Sets dividend distribution policies, convenes shareholder meetings, and defines strategic business priorities.
Executive Body
Manages the company's day-to-day operations. Can be structured as a sole executive body (Director) or a collegial executive body (Management Board), depending on the charter.
Key Advantages of an OJSC in Belarus
Who Can Be a Founder of an OJSC in Belarus?
Both individuals and legal entities — Belarusian and foreign — can be founders of an OJSC in Belarus. Citizens of any country aged 18 or above with full legal capacity, and foreign companies that are active and not in liquidation or bankruptcy, can all establish an OJSC.
One key restriction: a company with a single founder cannot itself be a sole-founder entity. If your foreign holding company has only one founder, it cannot be the sole shareholder of a Belarusian OJSC. Our team will help you structure ownership correctly before registration begins.
How to Register an OJSC in Belarus: Step-by-Step
1
Name Approval
OJSC registration in Belarus involves more steps than an LLC due to the requirement to register a share issuance with the Securities Committee. Here is the full process:
2
Selecting a Legal Address
Determine the registered address for your company. This must be non-residential premises — a physical office or a virtual address from approx. €55/month.
3
Selection of Activity Code
Select primary and secondary economic activity codes (OKED) that correspond to your planned business operations.
4
Holding a General Meeting of Founders
Convene a founding meeting to approve the company's formation, charter, and initial share distribution, or prepare a sole founder's resolution.
5
Drafting Articles of Association
Draft a comprehensive charter outlining the company's structure, shareholder rights, governance, and operational guidelines.
6
Completing the Registration Application
Complete the official state registration application with accurate information about the company, its founders, and planned activities.
7
Payment of State Duty
Pay the state registration fee — approximately €10 (1 base value), one of the lowest registration fees in Europe.
8
Document Submission to the Registration Authority
Submit the completed application, articles of association, and all supporting documents to the relevant registration body.
9
Registration of Share Issuance with the Securities Committee
After state registration, the share issuance must be registered with the Department of Securities of the Ministry of Finance. This step is specific to OJSCs and not required for LLCs. We handle this process on your behalf.
10
Registering with Tax Authorities
Register with the tax authorities and select the most suitable taxation system for your company's activities.
11
Opening a Corporate Bank Account
Open a corporate bank account for your company's financial operations. We recommend the right bank based on your planned payment geography.
Opening Bank Accounts
Professional assistance in opening bank accounts in Belarus for companies and private clients.
Why Foreign Investors Choose AMBY Legal for OJSC Registration
Comprehensive Approach
We cover the full registration cycle — initial consultation, document preparation, state registration, share issuance registration, bank account setup, and post-registration compliance. One team, one point of contact.
Turnkey Basis
You don't need to travel to Belarus or navigate Belarusian bureaucracy. We handle everything — documents, government agencies, Securities Committee — on your behalf via power of attorney.
Reduced Costs
By managing the entire process in-house, we eliminate the need for multiple service providers and help you avoid costly errors that can delay registration.
Competence
Our advocates have deep knowledge of Belarusian corporate and securities law. We stay current with regulatory changes and know the fastest compliant path to a registered OJSC.
Foreign Citizen-Friendly
We regularly assist clients from Russia, the EU, the UK, the US, China, and other countries. We know the document legalization requirements for each jurisdiction and communicate in English throughout.
Wide Experience
Since 2015 we have registered companies for foreign investors across dozens of industries. We have hands-on experience with the full OJSC registration process including share issuance.
FAQ
Who can be a director of a company with the participation of foreigners in Belarus?
Any individual regardless of nationality can be appointed as a director of an OJSC in Belarus. Foreign directors from EAEU countries (Russia, Kazakhstan, Armenia, Kyrgyzstan) do not need a work permit. Directors from other countries require a special work permit, which takes up to 6 weeks to obtain. AMBY Legal can also serve as your management company, acting in place of a director.
What taxes are paid by a legal entity in Belarus?
Core taxes for most legal entities include: income tax (20%), VAT (20%), social security contributions, real estate tax, and land tax. Depending on circumstances, excise tax, environmental tax, and dividend withholding tax may also apply. Belarus has tax treaties with many countries that may reduce withholding tax on dividends paid to foreign shareholders.
What benefits do foreigners get when starting a business in Belarus?
Foreigners have equal rights to Belarusian citizens when registering a business. Additional benefits are available through special economic zones (free economic zones, the Great Stone industrial park), HTP residency for IT companies, and investment agreements with the state for larger investments.
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