Deal Status Consultation
We assess whether a specific transaction qualifies as a major transaction under Belarusian law and evaluate the correctness of the decision-making process applied.
Invalidation of Major Transactions in Belarus
Licensed Belarusian advocates advising on major transaction requirements and representing clients in proceedings to invalidate major transactions concluded in violation of Belarusian corporate law.
Our clients
Invalidation of Major Transactions: Overview
Belarusian corporate law establishes a special procedure for approving major transactions in limited liability companies (LLC), additional liability companies (ALC), and joint-stock companies (JSC). Where a major transaction is concluded without following this procedure — without the required decision of the general meeting or other authorised body — the transaction may be challenged and declared invalid by the court.
AMBY Legal advises on whether a specific transaction qualifies as major under Belarusian law, assists companies in correctly documenting the approval of major transactions, and represents clients in court proceedings to challenge major transactions concluded in violation of the required procedure.
What Is a Major Transaction?
A major transaction is distinguished from a company’s ordinary transactions primarily by its value. A transaction qualifies as major where its amount is 20% or more of the value of the company’s assets. The value of the company’s assets is determined on the basis of the accounting statements for the reporting period immediately preceding the date of the transaction.
A major transaction may be a single transaction or several interrelated transactions. Loans and pledges may also qualify as major transactions. Interrelated transactions include: transactions involving the same counterparty or the same pledgee concluded within the preceding year or another period defined in the company’s articles of association; and transactions involving property that can be used as a single whole.
Interrelated transactions are not classified as major from the first transaction — the classification applies from the transaction that, together with preceding transactions, reaches 20% or more of the company’s asset value.
Under a major transaction, the company acquires or disposes of money, other property, or obtains the right to acquire or dispose of assets.
Transactions That Do Not Qualify as Major
Even where a transaction meets the formal criteria for a major transaction, it will be treated as an ordinary company transaction — not subject to the major transaction procedure — in the following cases:
Ordinary course of business: where the transaction is concluded in the ordinary course of the company’s business activities — for example, the purchase of raw materials or supplies for production. The terms of such transactions must be standard and consistent with the company’s other transactions.
Transactions with affiliated persons: where a transaction meeting the criteria of a major transaction involves affiliated persons and relates to the company’s ordinary activities, it is governed by the procedure applicable to affiliated-party transactions rather than the major transaction procedure.
Corporate Lawyers in Belarus
Get corporate legal support in Belarus for companies and legal entities to protect and grow your business!
Decision-Making Procedure for Major Transactions
Major transactions in a Belarusian company are approved by the general meeting of participants. The company’s articles of association may designate another body — such as the board of directors (supervisory board) — as the authorised decision-making body for major transactions.
The general meeting has decision-making authority where participants present hold more than 50% of the total votes of all company owners. Approval of a major transaction requires a qualified majority: depending on the transaction amount as a percentage of the company’s asset value, approval requires at least 2/3 or 3/4 of the votes of participants present at the meeting.
The articles of association may also specify particular types or amounts of transactions that are to be decided under the major transaction procedure.
Major Deals
A major transaction can be challenged in court when it was concluded as usual without a decision of the general meeting, or when the company did not comply with the decision-making procedure and the decision was made solely by the head or one of the owners.
Only the court recognizes the transaction as invalid. If the court finds the transaction invalid, the transaction will be like that from the moment it was made.
Court Proceedings for Invalidation of Major Transactions
A statement of claim for invalidation of a major transaction may be filed by: the company’s owners (participants); the company itself; members of the board of directors (supervisory board); or the collegial executive body.
AMBY Legal analyses the documents, prepares the full court filing package, and represents clients’ interests in court proceedings.
The court will not invalidate a major transaction in the following circumstances:
There is no evidence that the transaction caused losses to the company or to the owners who brought the claim. The owners who were absent from the general meeting demand invalidation, but they had been duly invited to the meeting and their votes could not have affected the outcome of the voting on the major transaction. By the time of the court hearing, the company had already completed the required decision-making procedure for the major transaction in question.
The court does not invalidate a major transaction solely on the basis that the company failed to follow the approval procedure — absent proof of actual harm.
Our Services
Decision Documentation
We prepare all documents required for the lawful approval of a major transaction by the company's authorised body.
Transaction Challenge
Where a major transaction was concluded in violation of the required procedure, we advise on the prospects of challenge and represent clients in invalidation proceedings.
Court Filing Preparation
We prepare the full set of documents for court — statement of claim, supporting evidence, and legal submissions.
Court Representation
We represent clients in Belarusian Economic Court proceedings for the invalidation of major transactions.
Who Can Approve Major Transactions
General Grounds for Transaction Invalidity Under Belarusian Law
Beyond Legal Capacity
A transaction is invalid where a legal entity acts beyond the scope of its legal capacity as defined by its founding documents or applicable law.
Exceeding Representative's Authority
A transaction signed by a person acting beyond their authorised powers — for example, without required shareholder approval — may be declared invalid.
Minor (14–18) Without Consent
A transaction concluded by a minor aged 14 to 18 without required parental or guardian consent is invalid unless permitted by law.
Inability to Understand Actions
A transaction is invalid where made by a person unable to understand the meaning of their actions or control them due to a physical or mental condition.
Restricted Legal Capacity
Transactions by individuals whose legal capacity has been judicially restricted may be annulled where made without the required guardian involvement.
Made Under Mistake
A transaction made under a material mistake regarding its essential terms or circumstances may be annulled upon proof that the mistake affected consent.
Made Under Duress or Deception
Transactions concluded under fraud, threats, abuse of a position of trust, or in extremely unfavourable circumstances may be invalidated.
Transactions Prohibited by Law
Transactions explicitly prohibited by law are void. Assets involved may be subject to recovery in favour of the Republic of Belarus depending on the parties' intent.
Sham and Simulated Transactions
Sham transactions designed to create a false impression and simulated transactions concealing their true legal nature are invalid.
Legally Incompetent Parties
Transactions made by minors under 14, legally incapacitated persons, or others lacking full legal capacity without proper representative approval are invalid.
External Pressure
Where a party signed a contract under deception, undue influence, abuse, or extreme personal circumstances, the transaction may be overturned in court
Unauthorized Transactions by Legal Entities
Where a director or other agent concludes a transaction in breach of internal authorisation rules — for example, without required board approval — it may be challenged.
Violations of Legal Requirements
Transactions that fail to comply with mandatory legal requirements — including in real estate or financial regulation — may be void regardless of the parties' intent.
Legal Opinion in Belarus
Obtain a legal opinion in Belarus considering international standards and local regulations!
Required Contents of the Major Transaction Approval Decision
Transaction Parties
All parties to the transaction must be clearly identified in the approval decision.
Subject of the Transaction
The object of the transaction — property, services, or rights — must be described with sufficient detail to avoid ambiguity.
Transaction Amount
The total monetary value of the transaction must be stated precisely — this determines whether the major transaction threshold is met.
Statutory Terms
Essential terms required by law — including payment obligations, responsibilities, and penalties — must be reflected in the approval decision.
Other Conditions
Additional terms material to the parties — warranties, dispute resolution mechanisms, delivery timelines — should be clearly defined.
Our Process
1
Initial Contact (Inquiry)
You contact us by phone, email, or the website form. We gather initial information to understand the situation and determine the appropriate next steps.
2
Conflict Check
We conduct a conflict of interest check before accepting the engagement.
3
Initial Consultation
We assess the situation, explain the applicable legal framework and available options, and outline a preliminary strategy.
4
Case Management
We develop a case plan, collect and review documents, prepare court filings, and represent the client in negotiations or court proceedings.
5
Resolution
The matter is resolved — through settlement, court decision, or other legal means — with the client's interests properly protected.
6
Case Closure
We finalise all formalities, provide closing documents, and advise on any post-resolution steps where required.
Why Foreign Companies Choose AMBY Legal
We Speak Your Language
We communicate with foreign clients in English throughout — explaining the applicable legal requirements and procedural options clearly at every stage.
Proven Track Record
We have successfully handled complex corporate disputes in Belarusian courts — including major transaction challenges and affiliated-party transaction invalidation proceedings.
Addresses Client Needs
We listen carefully to the client's situation and objectives — developing a legal strategy tailored to the specific commercial and legal position rather than applying a standard template.
Focus on Niche Areas
We specialise in corporate disputes, transaction challenges, and shareholder conflicts — areas where general practice firms often lack the depth required.
Clear Communication
Clients are kept fully informed throughout — with honest assessments of prospects and clear explanations of next steps at every stage.
Modern Legal Solutions
We use efficient working methods and modern tools to manage cases cost-effectively — including fully remote representation under a power of attorney for foreign clients.
FAQ
What is a major transaction under Belarusian corporate law?
A major transaction is one whose value equals or exceeds 20% of the company’s total asset value, as determined by the accounting statements for the reporting period immediately preceding the transaction date. A major transaction may be a single transaction or a series of interrelated ones — including loans, pledges, and transactions with the same counterparty concluded over the preceding year. The special approval procedure applies to major transactions in LLCs, ALCs, and joint-stock companies.
Which transactions are exempt from the major transaction procedure?
Two categories are exempt. First, transactions concluded in the ordinary course of the company’s business — for example, routine purchases of raw materials or supplies — provided their terms are consistent with the company’s standard commercial practice. Second, transactions involving affiliated persons that relate to the company’s ordinary activities — these are governed by the affiliated-party transaction procedure instead.
What approval is required before concluding a major transaction?
As a general rule, a major transaction must be approved by the general meeting of participants by a qualified majority of 2/3 or 3/4 of the votes of participants present, depending on the transaction amount as a percentage of company assets. The articles of association may designate the board of directors or supervisory board as the approving body instead.
What happens if a major transaction is concluded without the required approval?
A transaction concluded without the required decision — or in breach of the decision-making procedure — may be challenged in court and declared invalid. If the court finds it invalid, the transaction is treated as having never been effective from the moment it was concluded, and the parties are required to return what was received under it.
Who can file a claim to invalidate a major transaction in Belarus?
A claim may be filed by: the company’s owners (participants); the company itself; members of the board of directors or supervisory board; or the collegial executive body. External third parties who are not participants of the company do not have standing to bring such a claim.
Can a court refuse to invalidate a major transaction even where the approval procedure was violated?
Yes. The court will decline to invalidate the transaction in three situations: where there is no evidence that the transaction caused losses to the company or to the claimants; where the claimants were duly invited to the general meeting but their votes would not have changed the outcome in any case; or where the company completed the required approval procedure before the court hearing. Procedural violation alone — without proof of actual harm — is not sufficient grounds for invalidation.
Can a foreign company challenge a major transaction concluded by its Belarusian subsidiary?
Yes. As a participant of the Belarusian subsidiary, the foreign parent company has standing to bring a claim for invalidation of a major transaction concluded without proper approval. AMBY Legal represents foreign participants in such proceedings before Belarusian Economic Courts — under a power of attorney, without requiring the client’s travel to Belarus.
News
How to Enforce a Foreign Arbitration Award in Belarus
You won the arbitration. Months of hearings, written submissions, and legal costs — and the tribunal ruled your way. The award exists on paper. The Belarusian counterparty knows it. And nothing has moved. Getting paid is a different fight entirely. Belarus does recognise foreign arbitral awards — but turning that recognition into actual money involves […]
How to Recover a Debt from a Belarusian Company as a Foreign Creditor
The contract was signed. Goods were delivered, services rendered, money lent. And then — silence. Payment deadlines passed, calls went unanswered, and the emails from your Belarusian partner became increasingly vague. Now you’re sitting on an unpaid invoice and wondering whether there’s anything you can actually do from abroad. The short answer is yes. Belarus […]
Changing the Director of an LLC in Belarus: What You Need to Know
Most companies don’t think much about changing a director until they have to. Then they find out the hard way that getting it wrong — even slightly — can leave the business stuck in an awkward gap: the old director still legally in charge, the new one unable to sign anything or move money. We’ve […]