Business structuring issues are relevant for owners who want to scale their business, identify new directions or free themselves from solving business issues. These processes are impossible without legal registration and state registration. Violations in this area lead to financial and reputational losses, risks of business loss. There are different ways to structure a business in Belarus. The most frequent of them are the separation, acquisition and sale of companies and shares in companies. 

What Is Business Structuring?

Business structuring typically refers to the strategic process of distributing the functions of a legal entity among several companies or individual entrepreneurs. This approach serves various purposes: asset protection, management risk reduction, attracting investors or partners, financial flow segmentation, market expansion, and improving operational efficiency.

A crucial — and often misunderstood — aspect is tax optimization. If the primary goal of structuring is to reduce taxes, this will likely attract the attention of regulatory authorities. In such cases, you must clearly explain the real business purpose behind your structure. If your first argument is “to pay fewer taxes,” the structure may be challenged or adjusted.

In practice, especially in Belarus, business structuring often involves separating core business functions: one company holds assets, another handles production, a third manages wholesale distribution, and a fourth operates the retail network — all tailored to specific operational goals.

You can reorganize by merging. In this case, two or more companies are merged into one. Companies that merge cease to exist. Their rights and obligations are transferred to the new company by the transfer act. In the same way, the rights and obligations of the affiliated company are transferred to the one to which it has joined.

It is possible to acquire a decisive vote in the management of a joint-stock company by purchasing voting shares in an amount greater than that of other shareholders.

We also assist in the acquisition of shares in the authorized funds of companies that are not joint-stock companies, and in the preparation of related documents.

Business sale

You can sell an existing company or your share in a company that is not a joint-stock company. When the company is sold, all documents are completely reissued to the new owner and undergo state registration.

When selling a share, we recommend concluding a preliminary contract for the purchase and sale of a share. The peculiarity of selling a share is that before entering the market with a sale offer to third parties, you need to offer to buy a share to other participants and the company itself. If they refuse to buy a share, then on the same terms it is sold to a third party. After the sale of the share, you need to notify the company about this.