One form of international cooperation is the registration of companies by foreign citizens on the territory of other states. In this article, we will look at the specifics of registering companies in the Republic of Belarus for foreign citizens, as well as the requirements and procedures that must be followed to launch a business successfully in this country.
Belarus offers foreign investors a favourable investment climate, a stable political situation and a developed infrastructure. Registering a company in Belarus can be a promising step for expanding a business or starting an entrepreneurial activity in a country with favourable tax and business conditions.
However, as in any other jurisdiction, the company registration process requires compliance with specific rules and procedures. The following sections will detail the requirements for foreign citizens wishing to register a company in Belarus and the steps necessary for successful registration and commencement of activities.
Requirements for Foreign Citizens to Open a Company in Belarus and Their Documents
Almost any foreign citizen can open a company in Belarus, although there are some restrictions. For example, they will not register a company for a foreign citizen included in the list of persons contributing to terrorist activities.
The Main Requirements for Foreigners to Register a Company in Belarus:
- A foreign citizen must be of legal age (in Belarus – from 18) and capable (responsible for his actions).
- The passport of a foreign citizen, which gives the right to travel abroad, must be valid, not expired.
- A notarized passport translation into Russian will also be required. A passport translation is optional if a foreigner has a residence permit in Belarus; a copy of the residence permit is needed.
- A foreign citizen must have a place of registration in Belarus.
You can register a company in Belarus in the personal presence of a foreign founder or by proxy, which he issued to a lawyer. A foreign notary can issue a power of attorney; in this case, apostille or legalization of the document is required (except for a power of attorney issued in the Russian Federation).
When a Foreign Citizen Cannot be the Founder of a Company
Cases have been identified when foreign citizens cannot become founders of a company in Belarus:
- An outstanding or unacquitted conviction for economic crimes or crimes against property in Belarus.
- Unpaid taxes in Belarus, other debts, arrears on executive documents.
- A foreign citizen is one of the founders, owners, or managers of a company in bankruptcy or liquidation proceedings. There is an exception to this rule: foreign citizens — individual entrepreneurs who are residents of the Hi-Tech Park — can open new companies until the end of liquidating the company they previously opened.
- A year has not passed since the exclusion from the Unified Register of Legal Entities and Individual Entrepreneurs of a company declared bankrupt, one of the founders of which was a foreign citizen.
- It is impossible to open a new company when three years have not passed since the closure of the company, whose debts were declared hopeless in court.
What Should a Foreign Founder of a Belarusian Company Prepare Before its Registration?
For a foreign founder to register a business, it is not enough to come to Belarus or transfer the cases to a law firm that deals with business registration issues. The following questions will need to be considered:
1. About the Authorized Capital of the Company
For some companies, the size of the authorized capital has been determined—these are JSC (approximately 4,598 euros) and CJSC (approximately 1,149 euros). For other companies, the minimum size of the authorized capital is not defined; it is set in the company’s charter. In this case, the authorized capital is formed within a year after the company’s state registration.
The company’s owner(s) must consider how they will form the authorized capital: monetary or property. In this regard, purchasing property with supporting documents or transferring money from a foreign founder to the authorized capital will be necessary.
2. About the Location of the Company
The company’s location cannot be a residential building registered by a foreign citizen. You will need a preliminary lease agreement or a letter of guarantee from the premises owner or the purchase of a business premises. The location is indicated in the company’s articles of association and is sometimes called the “legal address”. For state registration of a company, they apply to the registration authority at the company’s location or to a notary. It is possible to submit documents for the company’s state registration in electronic form.
3. About the Types of Activities of the Company and the Form of Doing Business
The types of activities a company can engage in are listed in the National Classifier’s “Types of Economic Activity.” If the company operates in high technology, it can become a resident of the Hi-Tech Park of Belarus and receive several tax and customs benefits.
In Belarus, opening a company as a joint-stock company (open and closed), a limited liability company, an additional liability company, or a unitary enterprise is possible.
4. About the Сompany’s Name
The company’s name in Belarus must be coordinated with the state body: the Department of Justice of the local Executive Committee. This procedure is free and can be completed online on the website of the Unified State Register of Legal Entities and Individual Entrepreneurs. You can also check the selected titles for duplicates there.
The state body issues a certificate of approval of the name, valid for one month.
5. About the Representative of the Foreign Founder in Belarus
A foreign founder of a Belarusian company may need the help of an experienced company registration lawyer to represent interests in government agencies. We recommend using this help. A power of attorney from a foreign citizen for a law firm must be notarized.
6. About Opening a Bank Account
A foreign citizen who wants to open a company in Belarus can open an account with a Belarusian bank for further payments related to the company’s registration (payment of the state fee for the state registration of the company (approximately 9 euros), notary fees, payment for legal services, etc.).
The bank will not open an account if the foreigner is listed as a person involved in terrorist activities. To open a bank account, a foreign citizen must be physically present and have his passport notarized in Russian.
In the application for state registration of a company, you can ask the registering authority to send information to the selected bank to open an account for the company.
7. About Visa Support
To be physically present when opening a bank account and obtaining a certificate of state registration of a company, it is necessary to study the need for a visa to Belarus. You can clarify visa support issues with an experienced lawyer. Foreign owners of Belarusian companies of the Hi-Tech Park do not need visas to enter Belarus. They can temporarily stay in Belarus without visas for up to 180 days in a calendar year. Also, visas are not required for the citizens of the EAEU member states (particularly the Russian Federation).
8. About the Place of Stay in Belarus
When a foreign citizen needs to be present in person to open a company, you need to think about the place of temporary registration at the place of stay. Within ten days of arriving in Belarus, foreign citizens are registered in the Department of Citizenship and Migration of the Ministry of Internal Affairs of Belarus. It is a free procedure that can be done online. It is important to uphold the permitted period of temporary stay, as otherwise, a foreign citizen may be barred from entering Belarus.
How Can We Help Solve the Issue of Opening by Foreigners?
We can:
- Advise you on possibly opening a business in Belarus in your particular case.
- Advise you on how to do business in Belarus and choose the best one.
- Advise you on preparing documents for starting a business and preparing the necessary documents.
- Advise on visa support, temporary and permanent stay in Belarus and to issue the necessary documents.
- Represent your interests in government agencies and notaries when starting a business.
Contact us
If you have any questions or disputes regarding the opening a business in Belarus, we will be happy to help! Our long-term experience in divident payment will help you resolve any disputes in this area.
- +37529366-44-77 (WhatsApp, Viber, Telegram);
- info@ambylegal.by.
