Opening your business in Belarus is essential for entrepreneurs who want to implement their ideas and contribute to the country’s economy. One of the most popular forms of doing business is a Limited Liability Company (LLC). This organizational and legal form combines management flexibility and participants’ limited liability, making it attractive for small and medium businesses. Registering an LLC in Belarus includes several stages, each requiring careful preparation and understanding of state requirements. From choosing a unique name and legal address to preparing the charter and submitting documents to the registration authority – all these steps have their characteristics and nuances. In this article, we will consider in detail the sequence of actions necessary for the successful registration of an LLC and also discuss the key aspects that future entrepreneurs should pay attention to.
LLC as a form of doing business
A limited liability company (LLC) is Belarus’s most popular form of business, especially for small and medium-sized enterprises. An LLC is a legal entity established by one or more participants. It is distinguished that its founders (participants) do not bear personal liability for the company’s obligations but risk only the shares they have contributed to the authorized capital. At the same time, legal norms do not establish the minimum and maximum sizes of the authorized capital.
Main characteristics of LLC :
- Limited liability of participants—The company’s owners are not liable for its debts with their personal property unless otherwise provided by law.
- Flexibility in management – the highest governing body is the general meeting of participants, and the executive body is the director.
- Authorized capital—the minimum and maximum size of authorized capital is not defined; it can be formed by money, property, or property rights.
- The presence of a charter is a constituent document that defines the rules for doing business, distributing profits, and making decisions.
Possibility of conducting various activities—LLC can engage in any legal activity except for prohibited ones. A license is required to engage in some activities in Belarus. Such types of activities are called “licensed.” You can learn about such activities and the procedure for obtaining a permit during a consultation with our lawyer.
LLC is a universal and convenient form of doing business that balances management flexibility and protection of participants’ personal property. It is suitable for both small and medium enterprises but requires compliance with several formalities related to accounting and taxes. Before registering an LLC, it is essential to consider all the nuances to choose the optimal management and taxation model for your company.
Advantages and disadvantages of LLC
Advantages of LLC :
1. Limited liability of participants is the main reason for the popularity of LLCs. If the company has debts, the participants only lose their invested funds, and their personal property is not affected.
2. Flexibility in the composition of founders—a company can be established by one or several persons (individuals or legal entities, residents and non-residents ).
3. Ease of registration and management—The registration procedure is simple and straightforward and does not require significant expenses.
4. Wide choice of activities—LLCs can conduct any legal business except prohibited activities.
5. Attractiveness for investors and partners – the status of a legal entity simplifies the conclusion of contracts, participation in tenders, and the attraction of loans and investments.
6. The composition of participants can be changed—shares in the authorized capital can be sold, inherited, or transferred to another person.
7. A company seal can be created at the LLC’s request, but this is not mandatory.
Disadvantages of LLC compared to individual entrepreneurship :
1. Obligation to maintain accounting records – LLC must maintain accounting records and submit reports, which requires expenses for accounting services.
2. Taxes must be paid even in the absence of profit. For example, an LLC in the general tax regime pays income tax, value-added tax ( if it is a VAT payer ), insurance premiums, and other mandatory payments.
3. A more complex business closure – liquidating an LLC – is a long and complicated procedure that takes several months and requires compliance with formalities.
4. Limited opportunities to withdraw profits—LLC participants can only receive money from the business if registered as dividends, which requires paying taxes.
Types of LLC activities
Usually, when a decision is made to establish a company, it is already known what the company plans to do, so we will only briefly dwell on the types of activities. When registering an LLC, the primary type of activity of the LLC must be indicated in the application for state registration. Types of activity are determined by the General State Classifier of the Republic of Belarus OKRB 005-2011 “Types of Economic Activity.” In the application, you must indicate the code of the selected type of activity at the level of five characters.
The charter of an LLC does not require listing the types of activities. An LLC has the right to carry out any kind of activity not prohibited by the state.
To carry out certain licensed activities, you must obtain a license.
The preparatory stage for LLC registration
Before submitting documents for LLC registration, you must go through several key stages: choose a company name and decide on a legal address. These steps require attention since errors at this stage can lead to registration refusal or additional costs for document changes. Therefore, we recommend that you consult a lawyer.
1. Coordination of the company name
The company name plays an important role, as it is used in contracts, advertising, corporate style, and business correspondence. When choosing a name, it is important to consider legal requirements and rules for its reservation.
Requirements for the name :
- The name must be unique and not coincide with already registered names of legal entities in Belarus.
- It can be written in Belarusian or Russian.
- Must not contain prohibited words or be misleading (for example, use names of government agencies or international organizations without permission ).
- You can use abbreviations if they do not repeat commonly used names (for example, you cannot call a company “OOO MVD”).
- The name must necessarily indicate the organizational and legal form: “Limited Liability Company” or “LLC” for short.
Name verification and reservation procedure :
1. Preparing several name options is recommended, as the desired option may already be taken.
2. You can check the availability of the name on the website of the Unified State Register of Legal Entities and Individual Entrepreneurs ( USR) of the Ministry of Justice of the Republic of Belarus ([egr.gov.by](https://egr.gov.by)).
3. you must apply for name approval to reserve a unique name. You can do this online through the Unified State Register portal or in person at the registration authority.
4. Name approval is free and is valid for 1 month.
2. Selecting a legal address
The legal address is the location of the company’s permanent management body, the official address where the LLC is registered, and where official correspondence from government agencies is sent. The state registration application and the LLC charter specify the company’s location. Without this address, the company will not be registered.
Criteria for choosing a legal address:
- The premises must be suitable for accommodating the company’s office.
- You can use either your own or rented premises.
- The address must not coincide with the addresses of mass registration unless the company rents actual premises there.
Options for obtaining a legal address :
1. Own premises – if the founder has real estate suitable for use as a legal address (this should not be the founder’s home).
2. Office rental—concluding a rental agreement with a business center or the premises owner. Before the LLC is registered, it is impossible to conclude a rental agreement. You need to ask for a letter of guarantee from the office premises’ owner.
3. Using the address provided by the landlord – it is possible to conclude a contract for legal services with the management company.
Requirements for the premises for the location of the management body of an LLC:
- It should not be located in residential areas.
- It is necessary to obtain the written consent of the owner for the subsequent conclusion of a lease agreement.
- Must meet the requirements for carrying out the specified type of activity.
Constituent documents of LLC in Belarus
When registering an LLC in Belarus, constituent documents that define the company’s operating rules, the rights and obligations of the participants, and the management procedure must be prepared. The primary constituent documents are the decision of the sole founder (or the minutes of the general meeting of founders) on the establishment of the LLC and the charter of the LLC.
1. Decision of the sole founder or minutes of the general meeting of founders
The form of the document depends on the number of founders:
- When there is only one founder, a decision of the sole founder is drawn up.
- When there are two or more founders, minutes of the general meeting of founders are drawn up.
What does the document contain :
- Full name of LLC.
- Information about the founders ( full name and individual passport details; name and registration details for legal entities ).
- The size and procedure for making contributions to the authorized capital.
- Approval of the charter.
- Appointment of a manager (director) or management company.
- Other important issues related to the creation and management of LLC.
Registration procedure :
1. The document is drawn up in writing.
2. The founder shall sign the decision of the sole founder.
3. The minutes of the general meeting of founders indicate the voting results and are signed by all founders.
4. Notarization is not required.
If you have questions about executing a decision to establish an LLC, we recommend that you consult with our experienced lawyer.
2. Charter of LLC
Since March 13, 2025, using a standard LLC charter in Belarus has become possible, simplifying company registration.
A standard charter is a pre-approved state template that does not require changes. It is suitable for companies with simple management structures. The fact that the company intends to use a standard charter must be indicated in the application for state registration of an LLC. Standard charters are approved for LLCs with one participant and LLCs with several participants. The standard charter does not contain information about the name of the LLC, legal address, size of the authorized capital, and shares of the participants or the participants themselves. This information is indicated in the decision to establish an LLC and in the application for state registration of an LLC.
Individual charter—developed by the founder and taking into account the specifics of the business. Such a charter establishes unique management rules, profit distribution, participant exit, and other important provisions. Our lawyers can develop such an individual charter for you.
Key sections of the individual charter:
- Full and abbreviated name of the company.
- Legal address.
- The main objective of the activity is to make a profit and (or) distribute the profit received among the participants (one participant).
- The size and procedure for the formation of the authorized capital.
- Rights and obligations of participants.
- The procedure for managing the company (director, general meeting of participants, etc. ).
- The procedure for withdrawal of participants from the company.
- Reorganization and liquidation.
- And other sections.
Which charter to choose: standard or individual
A standard charter can be used if one founder or several participants create an LLC without complex management rules. This will speed up the registration process and simplify further work.
Suppose a company has special conditions for doing business, such as special rules for the exit of participants, distribution of profits, or transfer of shares. In that case, it is better to prepare an individual charter.
Registration and submission of the charter:
1. The charter is drawn up in writing.
2. An individual charter is developed by the founder ( or lawyer ) himself.
3. When applying for registration, two copies of the charter are submitted, one of which remains with the registration authority.
Submission of documents for state registration of LLC
After preparing all the constituent documents, the next step is to submit documents for state registration of LLC. In Belarus, there are several ways to submit :
1. Personally by the founder or a founder representative to the registration authority.
2. Through any notary.
3. Online through the unified portal of electronic services (portal.gov.by).
Let’s consider each of them in more detail.
The package of documents is the same in all cases. Only when submitting documents online you do not need to pay the state fee. However, you must get an electronic digital signature (EDS) key to submit documents online. When documents are sent electronically by a notary, you need the notary’s EDS but must pay the notary fee.
What documents need to be submitted?
1. State registration application—This is completed according to the established form. In the application, you can indicate the bank where the company wishes to open a current account. In this case, the registering authority will send the documents to open the account.
2. The decision of the sole founder or the minutes of the general meeting of founders.
3. The company charter in 2 copies without notarization.
4. If the documents are not submitted electronically, a document confirming payment of the state fee—1 base unit (42 rubles)—must be submitted.
5. Documents confirming the legal address ( consent of the owner, letter of guarantee from the future landlord).
6. An order appointing a manager or other document stating that the person who personally submits the documents is the manager of the company and the passport of this person.
A foreign founder will need a notarized translation of the passport (for individuals) or a translated legalized extract from the trade register no older than 1 year. You can sort out the necessary documents during a consultation with our experienced lawyer.
Submission procedure
1. The founder ( or his representative by power of attorney ) submits documents to the executive committee at the place of registration, to any notary, or in electronic form (when an electronic digital signature has been received).
2. The specialist checks the documents. If everything is filled in correctly, the documents are accepted.
3. The LLC is entered into the Unified State Register (USR) within one working day, and its registration is considered complete.
After registering an LLC, a Certificate of State Registration is issued. This document confirms the company’s creation and may be required to open a bank account and conduct business.
The registration authority sends the new LLC documents for registration to the tax authorities, statistics authorities, the Social Security Fund, and Belgosstrakh.
Conclusion
Registration of an LLC in Belarus is relatively quick and straightforward. It can be completed in person, through a notary, or online. The procedure has become even simpler with introducing a standard charter on March 13, 2025, and the Integrated Electronic Document Filing System makes the registration process convenient and accessible.
However, despite their apparent simplicity, errors in preparing documents or choosing a legal address can delay registration or result in a refusal to carry it out. In addition, it is essential to immediately consider all the nuances of taxation, the choice of an accounting system, and the preparation of constituent documents, especially if you have several founders or a complex business structure.
To avoid risks and save time, we recommend that you seek advice from our experienced lawyers. They can :
- Check and prepare all necessary documents.
- Provide support for LLC registration without unnecessary delays.
- Represent your interests in government agencies.
- Provide recommendations on the optimal taxation system and further business management.
The right start for a business is the key to its successful development. Trust the registration process to professionals so that you can focus on the main thing—your company’s development!
Contact us
If you have any questions related to opening your business in Belarus , we will be happy to help! Our long-term experience will help you choose a family lawyer, to represent your interests.
- +37529142-27-19 (WhatsApp, Viber, Telegram);
- info@ambylegal.by.
