Director removal
We advise on and manage the director removal procedure – ensuring the meeting is properly convened, the decision is validly taken and the register update is completed.
Director vs Shareholders Disputes in Belarus
Licensed lawyers at AMBY Legal represent participants and directors in disputes over management authority, director removal, breach of fiduciary duty and recovery of losses caused by director misconduct in Belarusian companies.
Our clients
Director and Shareholder Conflicts in Belarus
The relationship between the director and the participants of a Belarusian company works well when interests are aligned – but when it breaks down, the consequences can be severe. A director who acts in their own interests rather than the company’s can cause significant financial damage before participants are able to remove them. And a director who is wrongfully removed has legal remedies that can be costly for the company.
For foreign participants whose Belarusian director has gone rogue – entering into unauthorised transactions, misappropriating company funds, or simply refusing to cooperate with the owners – the situation is particularly difficult. The director controls day-to-day operations, has access to bank accounts, and may use their position to obstruct the participants’ ability to act.
AMBY Legal represents both participants pursuing claims against directors and directors defending against removal or liability claims – with a specific focus on cases involving foreign participants in Belarusian companies.
Director’s Authority and Its Limits
The director of a Belarusian LLC is the sole executive body – they act on behalf of the company without a power of attorney within the limits set by the charter and the law. Understanding these limits is essential in any director-shareholder dispute.
The charter can restrict the director’s authority – limiting the value of transactions they can approve without participant consent, prohibiting certain categories of transactions, or requiring specific approvals for key decisions. A director who exceeds their authority – entering into transactions above the charter threshold without participant approval – acts in breach of their obligations to the company.
Major transactions – those involving assets worth more than 25% of the company’s balance sheet – require approval by a two-thirds majority of participants. Transactions involving more than 50% require unanimous approval. A director who enters into a major transaction without the required approval exposes both themselves and the counterparty to the risk of the transaction being declared invalid.
Interested party transactions – transactions in which the director or a participant has a personal interest – require disclosure and approval by disinterested participants. A director who fails to disclose an interest and proceeds with the transaction is in breach of Belarusian corporate law.
Debt Collection in Belarus
Professional legal help in the field of debts collection in Belarus.
Director Misconduct – What It Looks Like
Director misconduct in Belarusian companies takes several common forms that we see regularly.
Unauthorised transactions: The director enters into contracts or makes payments that exceed their authority under the charter – approving major transactions without participant consent, making loans to related parties, or transferring company assets to entities they control.
Related party transactions without disclosure: The director enters into transactions with companies they own or control – at above-market prices or on terms that benefit themselves at the company’s expense – without disclosing the conflict of interest.
Refusal to provide information: The director refuses to provide participants with access to the company’s financial statements, contracts or accounting records. This is a violation of participants’ rights and grounds for a court order compelling disclosure.
Obstruction of general meetings: The director fails to convene a general meeting when required, fails to notify participants of meetings, or takes actions to frustrate the participants’ ability to exercise their governance rights.
Misappropriation: The director uses company funds for personal expenses, makes payments to themselves beyond their authorised remuneration, or systematically extracts value from the company through related party transactions.
Our services
Director liability claims
We prepare and pursue claims against former directors for losses caused by their misconduct – including misappropriation, unauthorised transactions and breach of duty.
Information access
We apply to the court to compel the director to provide participants with access to company financial information and documents.
Challenge to director decisions
We challenge specific decisions or transactions entered into by the director without proper authority.
Interim measures
We apply for urgent interim measures to protect company assets where a director is actively causing harm.
Director defence
We represent directors facing removal or liability claims – assessing the validity of the removal procedure and defending against loss claims.
Interim Measures in Director Disputes
Where a director dispute involves an active risk of asset dissipation – a director who is removing funds or entering into damaging transactions before they can be stopped – interim measures are essential. We apply for urgent interim measures to freeze company accounts, restrict the director’s ability to enter into transactions and preserve the company’s assets pending the outcome of the dispute.
Why Clients choose us
Foreign participant focus
We advise foreign participants in Belarusian companies whose local directors have acted against their interests – understanding the specific vulnerabilities of foreign owners in this situation.
Speed
Director misconduct requires urgent action. We move fast – applying for interim measures, convening emergency meetings and engaging with state authorities where necessary.
Both sides
We represent companies pursuing directors and directors defending against claims – giving us a complete understanding of the arguments on each side.
Remote representation
We represent foreign participants by power of attorney – they do not need to travel to Belarus to pursue or defend proceedings.
English-speaking
We communicate with foreign clients in English throughout the process.
FAQ
Can a director be removed without cause in Belarus?
Yes. The director of a Belarusian LLC can be removed by decision of the general meeting at any time – with or without cause. The required majority is set by the charter – typically a simple majority. The director is entitled to any contractually agreed termination compensation and all accrued unpaid remuneration.
What if the director is also a participant and blocks their own removal?
If the director’s shareholding gives them blocking power over the removal decision, the participants may need to pursue alternative routes – exclusion of the director-participant for breach of obligations, or amendment of the charter to change the required majority for director removal. We advise on the available options for each specific situation.
Can a company recover losses from a former director?
Yes – if the director caused losses through misconduct, the company can bring a claim for damages against the former director personally. The claim is brought by the company following a decision of the participants. The limitation period is three years from the date the company learned of the loss.
What interim measures are available in a director dispute?
The economic court can freeze company bank accounts, restrict the director’s ability to enter into new transactions on behalf of the company, and impose other measures to preserve the company’s assets pending the outcome of the dispute. We apply for interim measures immediately where there is an active risk of damage.
News
Debt Collection Under International Supply Contracts (CISG) in Belarus
Four containers under a multi-year supply contract with a buyer in Minsk. Three paid on time. The fourth landed two months ago and the €180,000 invoice is still sitting open. Replies from the buyer have slowed to weekly, then biweekly. The last call ended with vague references to “quality concerns” that nobody mentioned the day […]
Legal Review of Contracts with Belarusian Companies: What Foreign Counsel Should Watch For (2026)
A foreign in-house counsel — could be in Frankfurt, could be in Singapore, doesn’t really matter — is on the phone. The contract they signed with a Belarusian supplier eighteen months ago has gone sideways. The other side has stopped paying, or stopped performing, and now there’s a dispute. The counsel went back to the […]
What Happens After You Win a Debt Case in Belarus? Enforcement Proceedings and Bailiff Process Explained (2026)
Most foreign creditors who reach out to us about a Belarusian debtor arrive at the same moment. The judgment is in. The lawyers got paid. The board got the email confirming the win. And then — nothing. Three weeks have passed. Five. Two months. The money that was supposed to land somewhere has decided not […]