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.
Division of business
There are several ways to divide a business. For example, to reorganize. Reorganization is a change in the organizational structure and management of the company. Belarusian legislation defines the forms of reorganization. To separate a business, you can use allocation and separation.
When separating from one company, one or more new ones are allocated. The old company continues to work. In Belarus, it is forbidden to single out another company from a limited liability company, an additional liability company with one participant, the only participant of which will be this company.
The division consists in splitting the company into two or more new ones. In this case, the old company stops working.
When separating and dividing, the rights and obligations of the divided companies and those from which new ones have been allocated are transferred to new companies on the dividing balance sheet.
Business acquisition
You can purchase both a share in the company and the entire company. This can be done in various ways, including by reorganizing an existing company. When reorganizing by joining, one or more companies merge into another operating company. Companies that join stop working. Their rights and obligations are transferred by the transfer act to the company they joined. The company that absorbed them continues to work.
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.
What we can do for you when structuring a business
Structuring business in Belarus is one of the specializations of our company. Our lawyers and attorneys speak English. We can:
- Sort out your situation;
- Determine the optimal way of structuring the business taking into account your interests;
- Draw up documents, including for the creation and state registration of new companies, purchase and sale agreements, preliminary agreements;
- Give recommendations on changing business processes and working with staff.
Contact us
If you have any questions or disputes when structuring a business in the Republic of Belarus – we will be happy to help you! Our long-term experience in the field of corporate law, mergers, divisions and business sales will help you in resolving any disputes in this area.
Phone and email communication options are available for your convenience:
- +375293664477 (WhatsApp/Telegram/Viber);
- info@ambylegal.by.
