Legal due diligence
We conduct legal due diligence on the target IT company – HTP compliance, IP ownership, contracts, employment and tax – and deliver a structured English-language report with findings and recommendations.
IT Company Purchase in Belarus
Licensed lawyers at AMBY Legal advise buyers on acquiring Belarusian IT companies and HTP resident companies – conducting legal due diligence, structuring the transaction and protecting the buyer's interests through to closing.
Our clients
Buying an IT Company in Belarus»
Acquiring a Belarusian IT company is an efficient route to establishing a presence in the Belarusian IT market – with an existing team, client base, operational infrastructure and, where the target is an HTP resident, the tax benefits and simplified employment regime of the Hi-Tech Park. For buyers who want HTP status without going through the application process, acquiring an existing HTP resident company is the fastest route.
The transaction requires careful legal due diligence. Behind an attractive-looking IT company there may be IP ownership issues, non-assignable client contracts, undisclosed employment liabilities or HTP compliance problems. Identifying these before signing – and reflecting them in the price and warranty package – is the purpose of legal due diligence.
AMBY Legal advises buyers of Belarusian IT companies on due diligence, transaction structuring and documentation – in English and Russian, for both domestic and cross-border acquisitions.
Transaction Structure for Buyers
The standard acquisition structure is a purchase of the participatory interest – the seller’s share in the LLC. The buyer acquires the company as a whole. This is simpler than an asset purchase but means the buyer takes on all the company’s liabilities – known and unknown. The warranty package from the seller is the primary protection against unknown liabilities.
An alternative is an asset purchase – acquiring specific assets rather than the company. This protects the buyer from the company’s historical liabilities but involves more complex documentation and may not transfer the HTP residency automatically. We advise on the optimal structure for each specific acquisition.
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Legal Due Diligence for IT Company Acquisitions
Legal due diligence for a Belarusian IT company acquisition covers the following key areas.
HTP compliance: We verify that the company’s current activities fall within the permitted HTP categories, that HTP reporting obligations are current, that HTP dues are paid and that there are no outstanding compliance issues that could trigger an involuntary exit from the HTP. An HTP company that loses its residency after acquisition loses the primary reason for the acquisition premium.
Software IP ownership: The most critical issue in any IT acquisition. We verify that the company – not its individual developers – owns the intellectual property rights to its software products. Under Belarusian law, rights to software created by an employee in the course of employment belong to the employer – but this requires correctly documented employment relationships. Rights created under civil contracts may remain with the individual unless specifically transferred.
Client contracts: We review key client contracts for assignability, change-of-control clauses and termination rights that could be triggered by the acquisition. Losing key clients on closing is a material risk that needs to be identified and addressed before signing.
Employment arrangements: We review employment contracts, non-compete agreements and social protection compliance. Outstanding non-compete compensation obligations and employment disputes transfer with the company and become the buyer’s liability.
Tax position: We review the company’s tax compliance position – including both the HTP regime and any standard tax obligations. Outstanding tax liabilities transfer with the company.
Corporate structure: We verify the ownership structure, the director’s authority and any governance arrangements that affect the transaction.
Our services
Transaction structuring
We advise on the optimal transaction structure – share purchase or asset purchase – and on the regulatory requirements applicable to the specific buyer and seller.
Transaction documentation
We draft and negotiate the share purchase agreement and related documents – protecting the buyer's interests through to closing.
Warranty and indemnity negotiation
We negotiate the warranty and indemnity package – ensuring the buyer has meaningful contractual protection against undisclosed liabilities.
Post-closing compliance
We advise on the post-closing steps – HTP notification, employment contract reviews, IP transfer registration – to ensure the transition is legally complete.
Buyer Protection – Warranties and Indemnities
The warranty package is the buyer’s primary contractual protection against undisclosed liabilities and misrepresentations by the seller. For IT company acquisitions, the key warranties cover: title to the participatory interest; HTP compliance; software IP ownership; validity of key client contracts; employment law compliance; social protection contributions; tax compliance; and absence of material undisclosed liabilities.
Where due diligence identifies specific risks, we negotiate indemnities – specific obligations on the seller to compensate the buyer for losses arising from identified issues. Indemnities provide stronger protection than general warranties for known risk areas.
We draft buyer-protective transaction documents that reflect the due diligence findings and give the buyer meaningful recourse if undisclosed issues emerge after closing.
Why Clients choose us
IT due diligence expertise
We know what to look for in an IT company acquisition – particularly IP ownership issues and HTP compliance risks that generic due diligence often misses.
Buyer protection focus
We draft transaction documents that protect the buyer – comprehensive warranties, specific indemnities for identified risks, and clear recourse mechanisms.
HTP expertise
We understand the HTP regime and its implications for acquisitions – ensuring the buyer acquires the HTP benefits they are paying for.
English-speaking
We communicate with foreign buyers in English throughout the process.
Full transaction support
We conduct due diligence and support the transaction through to closing – one team handling the full process.
FAQ
What is the most important due diligence issue in an IT company acquisition in Belarus?
Software IP ownership. If the company does not clearly own the intellectual property rights to its products – because employment contracts are incorrectly documented or because rights were created under civil contracts without specific transfer – the buyer is acquiring a company without its most valuable asset. We verify IP ownership as the first priority in every IT company due diligence.
Does HTP residency automatically transfer to the buyer?
Yes – HTP residency is attached to the legal entity. When the participatory interest is sold, the company continues as an HTP resident under new ownership. The HTP administration must be notified of the change. The buyer should verify during due diligence that the company’s HTP compliance is current – any compliance issues discovered after closing become the buyer’s problem.
Can a foreign company acquire 100% of a Belarusian IT company?
Yes. Belarusian law places no restrictions on foreign ownership of Belarusian companies. A foreign individual or company can acquire 100% of a Belarusian LLC including an HTP resident company. There are no requirements for a local co-founder or local director.
What happens to employees when the company is acquired?
Employment relationships transfer with the company – employees do not need to sign new contracts on a change of ownership. However, key employee retention is often a condition of the transaction. We advise on structuring post-closing retention arrangements for key technical staff.
How long does an IT company acquisition take in Belarus?
For a straightforward transaction – six to ten weeks from term sheet to closing, including due diligence. More complex transactions or those involving sellers from unfriendly states requiring government commission approval take longer. We advise on the realistic timeline for each specific acquisition.
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