Transaction structuring advice
We advise on the optimal transaction structure – share sale, asset sale or alternative – and on the regulatory requirements applicable to the specific seller and buyer.
IT Company Sale in Belarus
Licensed lawyers at AMBY Legal advise founders and investors on selling Belarusian IT companies and HTP resident companies – structuring the transaction, managing regulatory requirements and protecting the seller's interests through to closing.
Our clients
Selling an IT Company in Belarus
Selling a Belarusian IT company – particularly one that is a resident of the Hi-Tech Park – is a transaction with specific features that distinguish it from a standard share sale. The HTP residency is a commercially valuable asset that transfers with the company. The buyer acquires not just the legal entity but the tax benefits, the employment regime and the operational infrastructure of an established HTP resident. For foreign founders selling to exit the Belarusian market – or to local buyers who want to acquire an operating IT business – this creates a specific transaction dynamic.
Since 2022, share sales by founders from countries designated as unfriendly by Belarus – EU member states, the United States, the United Kingdom, Canada and others – are subject to restrictions that affect the process and the economics. These restrictions do not make a sale impossible but they require specific structuring and government approval.
AMBY Legal advises sellers of Belarusian IT companies on transaction structuring, regulatory compliance, documentation and closing – in English and Russian, for both local and cross-border transactions.
Why HTP Residency Makes the Sale Different
HTP residency is attached to the legal entity – not to the founder. When the founder sells their participatory interest, the company continues as an HTP resident under new ownership. The buyer inherits all the HTP benefits without going through the application process. This makes an established HTP resident company significantly more attractive to a buyer than a non-HTP company in the same sector.
Key points for the seller to understand: the HTP residency is a negotiating asset – it should be reflected in the valuation. The HTP administration must be notified of the change of ownership after closing. Failure to notify is a compliance violation. And the buyer will conduct due diligence on the company’s HTP compliance – any outstanding compliance issues need to be addressed before signing.
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Restrictions for Sellers from Unfriendly States
For founders from EU member states, the United States, the United Kingdom, Canada, Australia and other designated unfriendly states, the sale of a participatory interest in a Belarusian company is subject to restrictions introduced since 2022.
Government commission approval: The transaction requires prior approval from the government commission on foreign investment. The application must be submitted before signing the sale agreement. The commission reviews the transaction and can impose conditions.
State contribution: A contribution of up to 25% of the transaction value must be paid to the Belarusian state budget as a condition of the transaction. This contribution is calculated on the actual transaction price and is paid before or at closing.
Practical implication: These requirements significantly affect the economics of the transaction for sellers from restricted countries. A seller receiving 100 units of consideration effectively receives 75 after the state contribution. The contribution is not negotiable – it is a legal requirement. We advise sellers on the full economics of the transaction before any commitments are made.
For founders from Russia, China, CIS states and other non-restricted countries – no government commission approval and no state contribution are required. The standard share sale procedure applies.
Our services
Government commission application
For sellers from unfriendly states, we prepare and submit the government commission approval application – managing the process through to approval.
Seller due diligence preparation
We review the company's position across all key due diligence areas – HTP compliance, IP ownership, contracts, employment, tax – and advise on addressing issues before buyer due diligence begins.
Transaction documentation
We draft and negotiate the share purchase agreement and all related transaction documents – protecting the seller's interests through to closing.
HTP notification
We manage the post-closing notification to the HTP administration of the change of ownership.
Valuation Considerations
Valuing a Belarusian IT company for sale involves several specific considerations. HTP status adds value – an established HTP resident with a clean compliance record commands a premium over a non-HTP company. The client base and contract stability are key value drivers – recurring revenue under multi-year contracts is worth significantly more than project-based revenue. The IP position matters – a company that demonstrably owns its software products is worth more than one where IP ownership is unclear. And the team – key developers and technical staff whose departure would affect the business – needs to be factored into valuation and post-closing arrangements.
For sellers from unfriendly states, the 25% state contribution effectively reduces the net proceeds. This should be factored into the asking price from the outset – not discovered after negotiation has concluded.
Why Clients choose us
HTP expertise
We understand the HTP regime and its implications for IT company transactions – valuation, due diligence and post-closing compliance.
Restriction navigation
We advise sellers from unfriendly states on the government commission process and state contribution requirements – giving a clear picture of the economics before any commitments are made.
Seller protection
We draft transaction documents that protect the seller – limiting warranties, capping liability and structuring representations to reflect what the seller actually knows.
Remote handling
We manage the full transaction process remotely – sellers do not need to travel to Belarus to complete the transaction.
English-speaking
We communicate with foreign sellers in English throughout the process.
FAQ
Can a foreign founder from an EU country sell their Belarusian IT company?
Yes – but the sale requires prior approval from the government commission and payment of a state contribution of up to 25% of the transaction value. These requirements apply to founders from countries designated as unfriendly by Belarus. We advise on the full process and economics before any commitments are made.
Does HTP residency transfer to the buyer automatically?
Yes – HTP residency is attached to the legal entity, not the founder. 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 of ownership after closing.
What representations and warranties should a seller give?
The standard warranty package for an IT company sale covers: title to the participatory interest being sold; no undisclosed liabilities; accuracy of financial information provided; validity of key contracts; IP ownership; HTP compliance; employment law compliance; and tax compliance. We negotiate the warranty package to reflect what the seller actually knows – limiting exposure to matters within the seller’s knowledge.
How long does the transaction take?
For a straightforward transaction between parties from non-restricted countries – four to eight weeks from term sheet to closing. For transactions involving government commission approval – add six to twelve weeks for the approval process. We advise on the realistic timeline for each specific transaction.
What happens to employees when the company is sold?
The 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 retention arrangements for key developers and technical staff.
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