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Looking for a reliable partner for CJS formation in Belarus? Ambylegal provides efficient business development services.

Регистрация ЗАО в Беларуси

Registration of CJS in Belarus: A Turnkey Solution

Establishing a CJS in Minsk can be a complex process, but with the right guidance, it can be streamlined. Our turnkey solutions offer comprehensive support, from initial consultation to final registration. We handle all the administrative procedures and interactions with government agencies, ensuring a smooth and efficient process. With our expertise, you can focus on growing your business while we take care of the legal and administrative aspects.


Self-employed, Individual Entrepreneur, or CJS: Which is Right for You?


If you’re starting a business in Belarus, you’ll need to choose a legal structure. A self-employed person works independently without forming a company. An individual entrepreneur is a sole proprietor with simplified registration and taxation. A CJS (Closed Joint-Stock Company) is a more complex structure suitable for larger businesses.


While self-employed and individual entrepreneurs have lower startup costs and simpler operations, a CJS offers several advantages. It provides greater legal protection, limited liability, and the ability to raise capital by issuing shares. Additionally, CJS can have multiple shareholders, allowing for shared ownership and expertise.


Which foreigners can register a company in Belarus? 


Any foreigner, whether a person or a company, can start a CJS in Belarus. However, there are different rules for different types of founders. The documents you need and the taxes you pay will depend on whether you’re a person or a company, and where you’re from.


If you’re a company, you’ll need a document from your country that shows you exist. You’ll also need a copy of your company’s rules. If you’re a person, you’ll need a copy of your passport that has been officially translated. The way you need to make your documents official depends on your country. Some countries use a special stamp, while others use a special certification. This can take time and money.


Main Characteristics of CJS

1

Capital Requirements

CJS requires a minimum authorized capital of 100 basic units, ensuring a certain level of financial stability and credibility. It helps to maintain a minimum level of investment and commitment.

2

Founders’ Limit

The number of founders in a CJS is restricted to a maximum of 50 individuals, promoting a more intimate and controlled ownership structure to prevent excessive fragmentation of ownership.

3

Single Founder Option

A CJS can be established by a single founder, providing flexibility for entrepreneurs starting small-scale ventures. This option allows for greater control and decision-making power.

4

Closed Subscription:

 CJS shares cannot be offered to the public through open subscription, maintaining a private ownership structure. This restriction helps to protect the company’s interests and prevent unwanted external influence.

5

Shareholder Pre Emption Rights

CJS shareholders have the priority to purchase shares sold by other shareholders, fostering a sense of community and ownership within the company. It prevents the dilution of existing shareholders’ stakes.

Specifics of CJS Shares

State Registration

State Registration

CJS shares must be registered with the Securities Department of the Ministry of Finance, ensuring compliance with regulatory requirements and providing a public record of the company’s securities.

Limited Ownership

Limited Ownership

CJS shares are exclusively owned by the founders or a restricted number of individuals specified in the company’s charter, maintaining a private and controlled ownership structure.

Internal Sale Restrictions

Internal Sale Restrictions

The sale of CJS shares within the company requires the consent of all shareholders, ensuring that the transfer of ownership aligns with the interests of the entire company.

Shareholder Pre Emption Rights

Shareholder Pre Emption Rights

CJS shareholders have the priority to purchase shares sold by other shareholders, preventing unwanted external ownership changes and fostering a sense of community within the company.

Additional Security Distribution

Additional Security Distribution

Any additional securities issued by a CJS must be distributed among existing shareholders, ensuring fairness and preventing dilution of existing stakes.

Depositary Services

Depositary Services

 CJS is required to enter into a contract for depositary services and establish a register of shareholders, ensuring the safekeeping and management of the company’s securities. This also provides a clear record of ownership and facilitates transactions.

Our Services

Comprehensive Consulting
Our team of experienced professionals will provide personalized guidance and support throughout the entire CJS registration process.
Document Preparation
We will handle the preparation of all necessary legal documents, including the company charter, application forms, and other required paperwork.
Bank Account Assistance
We will assist you in opening a current account for your CJS, facilitating financial transactions and operations, as well as documentation.
Seal Acquisition
We will help you obtain the official seal required for a legal entity in Belarus to authenticate official documents.
Management Company Services
Our management company services can provide ongoing support and administration for your CJS, relieving you of the burden of day-to-day operations.
HR Support
We help you manage your employees effectively – recruitment, onboarding, payroll processing, and ensuring compliance with labor laws.
Учредитель юридического лица в Беларуси

Who Can Be a Founder of a Legal Entity in Belarus?

Any individual or organization can be a founder of a legal entity in Belarus, regardless of their nationality. However, the specific documents required may vary depending on whether the founder is an individual or a legal entity, and their country of origin.


For example, a Russian citizen who wants to open an LLC in Belarus can choose to be the sole founder or involve other Russian individuals or organizations. The required documents will differ based on the founder’s type. For individuals – notarized passport copy and power of attorney for a representative. For organization – extract from the unified state register of legal entities and a notarized power of attorney.


A foreign citizen can also hold the position of director in a Belarusian LLC, as citizenship is not a barrier to this role.


Opening Process

1

Name Approval

Conduct a thorough search to ensure that the proposed name for your CJS is unique and does not conflict with any existing registered names.

2

Legal Address

Select a suitable legal address for your CJS, which can be a registered office or a virtual address. Consider factors such as location, accessibility, and potential tax benefits.

3

Activity Code

Choose the appropriate activity code(s) that accurately reflect your CJS’s business operations. This will help determine your tax obligations and regulatory requirements.

4

General Meeting or Resolution

If there are multiple founders, hold a general meeting to adopt the necessary decisions regarding the company’s formation. If there is only one founder, prepare a resolution.

5

Articles of Association

Draft the articles of association, outlining the company’s structure, purpose, governance, and other key details. This document will serve as the company’s legal framework.

6

Application for Registration

Fill out the application form for registration, providing accurate information about your CJS, its founders, and its intended activities.

7

State Duty

Pay the required state duty for registration, which is a government fee for processing your application.

8

Document Submission

Submit all necessary documents to the registration authority, including the application, articles of association, and other required paperwork. Ensure that all documents are complete and accurate.

9

Seal

Obtain a seal for your CJS, which is an official stamp used to authenticate documents and represent your company.

10

Tax Authority Submission

Submit the necessary documents to the tax authorities and choose the appropriate taxation system for your CJS. This will determine your tax obligations and reporting requirements.

11

Current Account

Open a current account for your CJS with a Belarusian bank. This will provide a platform for your company’s financial transactions.

12

EDS or GUSSUOC

Obtain an electronic digital signature (EDS) or GUSSUOC (Unified State System of Unified Identification and Authentication) to access online government services and conduct business transactions electronically.

Why us

Comprehensive Approach

Comprehensive Approach

We offer a comprehensive range of services, from initial consultation to ongoing support, ensuring a seamless and efficient experience.

Turnkey Solution

Turnkey Solution

Our turnkey approach means we handle all aspects of the registration process, relieving you of the burden and allowing you to focus on your business.

Competence

Competence

We have a deep understanding of Belarusian business law and registration procedures, ensuring that your CJS is established in full compliance with local regulations.

Client-Oriented

Client-Oriented

We are committed to providing exceptional service and support to our clients. We prioritize their needs and work closely with them to achieve their goals.

Foreign Citizen Expertise

Foreign Citizen Expertise

Our team has extensive experience working with foreign citizens, understanding their unique challenges and providing tailored guidance.

Proven Track Record

Proven Track Record

We have a successful track record of helping clients establish businesses in Belarus. We ensure a smooth and efficient registration process.

FAQ

Who can be a director of a company with foreigners’ participation in Belarus?

Any individual, regardless of nationality, can be a director of a company with foreign participation in Belarus. This includes Belarusian citizens, foreign citizens, and individuals with dual citizenship. There are no specific nationality requirements for directors of such companies.

However, it’s important to note that if the director is a foreign citizen, they may need to obtain a work permit or other necessary documentation, depending on their specific circumstances.

What taxes are paid by a legal entity registered by foreigners in Belarus?

Legal entities operating in Belarus are subject to various taxes, including:

  • Corporate Income Tax: This is a tax levied on the profits of a legal entity. The tax rate varies based on the specific type of entity and its activities.
  • Value Added Tax (VAT): VAT is a consumption tax applied to the sale of goods and services. It is typically collected from consumers but passed on by businesses to the tax authorities.
  • Property Tax: This tax is imposed on the ownership of real estate and other property. The tax rate and valuation methods vary depending on the type of property and its location.
  • Withholding Tax: This tax is applied to certain types of income, such as dividends, interest, and royalties, paid to non-resident individuals or entities.
  • Social Security Contributions: These contributions are made by both employers and employees to fund social security programs, such as pensions and healthcare.
What taxes are paid by a legal entity in Belarus?

Belarus has a relatively complex tax system, but the core taxes for most legal entities include:

  • Income Tax (Profit Tax): This is the primary tax levied on a company’s profits.
  • Value Added Tax (VAT): A consumption tax applied to most goods and services.
  • Social Security Contributions: These cover payments for pension, disability, and unemployment benefits for employees.
  • Real Estate Tax: Based on the value of the property owned by the company.
  • Land Tax: Applicable to land owned or leased by the company.

Depending on circumstances, there may be some additional taxes such as excise tax, environmental tax, dividend tax.

What benefits do foreigners receive when starting a business in Belarus?

Belarus offers competitive tax rates and various incentives for businesses, especially those in high-tech and industrial sectors. The country has a relatively stable economy with a growing GDP and a focus on economic development. Its strategic location in Eastern Europe provides access to markets in Europe, Russia, and Asia. Belarus also has a well-educated and skilled workforce, making it an attractive destination for businesses seeking qualified talent. The Belarusian government offers various incentives and support programs to encourage foreign investment and business development, and has implemented measures to streamline the business registration and operation processes for foreign investors.

Can a foreign citizen be a director of a legal entity?

Yes, a foreign citizen can be a director of a legal entity in most jurisdictions. There are typically no restrictions based on nationality regarding who can hold a director position within a company.

However, there might be specific requirements related to residency, work permits, or tax implications depending on the country where the company is registered.

Can a foreigner obtain a temporary residence permit based on the establishment of a company or a director?

Yes, a foreign citizen can be a director of a legal entity in Belarus. There are no specific nationality requirements for directors of Belarusian companies. However, foreign directors may need to obtain a work permit or other necessary documentation, depending on their specific circumstances and the type of legal entity they are involved with.

Contact us

    Message
    • Lawyer
      Legal assistance is provided by advocate Anton Grinewich, Specialized Legal Bar No. 2 in Minsk.
    • E-mail
    • Address
      Office: 1 Krasnaya str., Minsk, Republic of Belarus Postal address: 1 Krasnaya str., Minsk, Republic of Belarus
    • Working hours
      Monday-Friday 9:00-19:00