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Maximize your business opportunities in Belarus with Ambylegal’s expert OJSC formation services. 

OJSC in Belarus

OJSC as a form of ownership

Unlike registration of a closed joint-stock company (CJSC), establishing an Open JSC (OJSC) in Belarus unlocks a wider range of possibilities. Opting for an OJSC translates to a substantial authorized capital (minimum 400 basic units), signifying a company with significant resources and production capacity. Many private enterprises are increasingly drawn to the OJSC structure, as it allows for an unlimited number of shareholders and public share trading. Authorized capital is divided into equal-value shares, freely tradable on the stock market alongside convertible securities. Ownership remains with the company itself, while shares and securities represent ownership stakes. This structure fosters a dynamic and scalable business environment.


Registration of an OJSC in Belarus on a Turnkey Basis


At Ambylegal, we offer a comprehensive turnkey solution for registering your OJSC in Belarus. Our expert team handles all the legal formalities, ensuring a smooth and efficient process. From company name registration to obtaining necessary permits and licenses, we provide end-to-end support. With our turnkey service, you can focus on your business while we take care of the administrative tasks. We’ll guide you through the entire registration process, providing expert advice and ensuring compliance with Belarusian regulations. Our goal is to make the process as seamless and stress-free as possible.


OJSC registration

Self-employed vs sole entrepreneur vs OJSC

While “self-employed” and “sole entrepreneur” are often used interchangeably, there are subtle distinctions. Both refer to individuals operating businesses on their own. However, a sole entrepreneur is a more formal term, often associated with a specific legal structure.


An OJSC (Open Joint-Stock Company), on the other hand, is a legal entity with distinct advantages. Unlike self-employed individuals or sole entrepreneurs, OJSCs can raise capital by selling shares, OJSCs can attract investments and expand their operations, limit personal liability, establish credibility, and access government programs: OJSCs may be eligible for government grants, loans, and other support programs. While self-employment and sole entrepreneurship offer flexibility and simplicity, an OJSC can provide a more substantial foundation for business growth and stability.


Registration of JSC in Belarus

Which foreigners can register a company in Belarus?

Virtually any foreigner can establish a legal entity in Belarus. However, understanding the different legal statuses and document requirements is essential. Foreign investors can be citizens of any country, aged 18 or older, with full legal capacity, or companies of any organizational form that are active and not in liquidation or bankruptcy. Key considerations when choosing a legal status are tax implications and ownership structure. Sole founders cannot be foreign corporations with a single founder. Besides, foreign companies will need to extract from the commercial register and articles of association (apostille or consular legalization may be required), while individual persons are required notarized passport translation (apostille or consular legalization may be required).


Our Services

Comprehensive Consulting Support
Our experienced team provides personalized guidance at every stage of the registration process, ensuring a smooth and efficient experience.
Name Harmonization
We carefully review your proposed company name to ensure it complies with Belarusian regulations and is unique, and reflects your business identity.
Preparation of All Necessary Documents
Our experts will draft all the required documents, including the Articles of Association, application forms, and any additional paperwork needed for registration.
Preparation of Documents for Opening a Current Bank Account
We’ll assist you in preparing the necessary documents to open a corporate bank account in Belarus.
Obtaining a Seal for the Legal Entity
A corporate seal is essential for conducting business in Belarus. We’ll handle all the formalities to obtain the seal on your behalf.
Management Company Services
Our management company services can provide valuable support, including administrative tasks, financial management, and strategic planning.

OJSC as a form of management

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General Meeting of Shareholders

The supreme governing body, it convenes annually or exceptionally. Its key responsibilities include approving and amending the company’s charter, resolving matters related to reorganization or liquidation, appointing auditors or an audit commission, determining the distribution of profits.
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Supervisory Board or Board of Directors

This body oversees the company’s operations. Its duties encompass convening general meetings of shareholders, setting dividend distribution policies, and prioritizing business activities.
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Executive Body

The company’s day-to-day operations are managed by either a collegial executive body (Management Board) or a sole executive body (Director).
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Benefits of an OJSC

Unrestricted Shareholder Base

Unrestricted Shareholder Base

An OJSC can attract investors of all sizes, from individuals to large corporations. This flexibility allows the company to raise capital and expand its operations.

Free Trading of Securities

Free Trading of Securities

Shares of an OJSC can be freely traded on the securities market, providing investors with liquidity. This makes the company more attractive to potential investors.

Simplified Registration Process

Simplified Registration Process

Our expert legal team streamlines the registration process, saving you time and effort. We ensure that your OJSC is registered in full compliance with Belarusian law.

Who Can Be a Founder of a Legal Entity in Belarus?

A legal entity in Belarus can be founded by both individuals and organizations. Citizens of any country can act as founders, regardless of their nationality. For individuals a notarized copy of the founder’s passport and a notarized power of attorney may be needed. For organizations an extract from the relevant national register (e.g., the Unified State Register of Legal Entities in Russia) is necessary. The specific documents required may vary depending on the founder’s nationality and the type of legal entity being established. It’s essential to consult with legal professionals for accurate guidance and to ensure compliance with Belarusian regulations.


OJSC Registration Steps

1
Name Approval
Ensure your chosen company name is unique and complies with Belarusian regulations. Conduct a thorough search to avoid conflicts with existing names.
2
Selecting a Legal Address
Choose a suitable location for your company’s registered office. Consider factors such as accessibility, infrastructure, and local business environment.
3
Selection of Activity Code
Determine the primary and secondary activities your company will engage in. This classification will impact your tax obligations and regulatory requirements.
4
Holding a General Meeting of Founders or Preparation of a Resolution of the Sole Founder
Convene a general meeting to discuss and approve the company’s formation, or prepare a resolution outlining your decision to establish the OJSC.
5
Preparation of Articles of Association
Draft a comprehensive document that outlines your company’s structure, objectives, governance, and shareholder rights.
6
Filling in the Application for Registration
Complete the official application form with accurate information about your company, its founders, and its proposed activities.
7
Payment of State Duty
Pay the required state fee for registration. The amount may vary depending on the specific type of legal entity and the region where you’re registering.
8
Submission of Documents to the Registration Authority
Submit all necessary documents, including the application form, Articles of Association, etc, to the relevant government agency.
9
Making a Seal
Obtain a corporate seal, which is required for official documents and contracts. The seal typically contains the company’s name and registration number.
10
Submission of Documents to the Tax Authorities
Register your company with the tax authorities and select the most suitable taxation system.
11
Opening a Current Account
Establish a corporate bank account to manage your company’s financial transactions.
12
Obtaining EDS/GUSSUOC
Acquire an electronic digital signature (EDS) or GUSSUOC certificate for online interactions with government agencies.

Why us

Comprehensive Approach

Comprehensive Approach

We offer a holistic solution, covering all aspects of OJSC registration, from name approval to obtaining necessary permits. 

Turnkey Basis

Turnkey Basis

Our all-inclusive service takes care of every detail, saving you time and effort. We handle all the paperwork, administrative tasks, and legal formalities.

Reduced Costs

Reduced Costs

By handling the entire process, we can help you optimize costs and avoid unnecessary expenses, as well as minimize the time and resources required for registration.

High Qualification

High Qualification

Our team of experienced professionals possess in-depth knowledge of Belarusian business law and regulations, and stay up-to-date with the latest legal developments.

Foreign Citizen-Friendly

Foreign Citizen-Friendly

We specialize in assisting foreign citizens and companies in establishing businesses in Belarus. Our team is familiar with the specific requirements and challenges faced by international investors.

Extensive Experience

Extensive Experience

Our track record of successful registrations and our deep understanding of the local business environment set us apart. 

FAQ

Who can be a director of a company with the participation of foreigners in Belarus?

A director of a company with foreign participation in Belarus can be either a Belarusian citizen or a foreign citizen. There are no specific nationality requirements for directors. However, the director must have the necessary legal capacity and qualifications to fulfill the responsibilities of the position.

Key considerations for foreign directors:

  • Work permit: Foreign directors may need to obtain a work permit if they plan to reside and work in Belarus on a regular basis.
  • Language proficiency: While not always a strict requirement, proficiency in the Belarusian or Russian language can be advantageous for effective communication and interaction with local authorities and stakeholders.
  • Legal representation: It’s recommended that foreign directors have a local legal representative to assist with administrative matters and ensure compliance with Belarusian laws.
What taxes are paid by a legal entity in Belarus?

Belarus has a progressive corporate tax system with several types of taxes applicable to legal entities. The main taxes include:

  1. Corporate Income Tax: This is the primary tax levied on the profits of legal entities. The tax rate varies based on the company’s income level and specific tax benefits.
  2. Value Added Tax (VAT): VAT is a consumption tax applied to the sale of goods and services within Belarus. Legal entities are generally required to register for VAT and collect the tax from their customers.
  3. Property Tax: This tax is imposed on the ownership of real estate and other property assets. The tax rate varies based on the type and location of the property.
  4. Land Tax: A tax levied on the ownership of land within Belarus. The tax rate is determined based on the land’s location and intended use.
  5. Social Security Contributions: Legal entities are required to contribute to social security funds for their employees. These contributions are used to fund social programs such as pensions and healthcare.
What benefits do foreigners get when starting a business in Belarus?

Belarus offers several attractive benefits for foreign investors looking to establish businesses. It provides a relatively favorable tax environment compared to some other countries in the region. Corporate income tax rates are competitive, and there are opportunities for tax incentives and exemptions in certain sectors. Belarus has maintained a stable political and economic environment, which can provide a conducive atmosphere for foreign investment. The country also has a well-educated and skilled workforce, which can be a valuable asset for foreign businesses. The government offers various incentives and support programs to attract foreign investment, including tax breaks, customs exemptions, and access to industrial zones. The authorities have also implemented measures to streamline the business registration and permitting processes, making it easier for foreign investors to set up operations.

Can a foreign citizen be a director of a legal entity?

Yes, a foreign citizen can be a director of a legal entity in Belarus. There are no specific nationality requirements for directors. However, foreign directors may need to meet certain conditions, such as obtaining a work permit if they plan to reside and work in Belarus on a regular basis.

Can a foreigner obtain a temporary residence permit on the basis of establishing a company or being a director?

Yes, a foreigner can obtain a temporary residence permit in Belarus based on establishing a company or being a director of a legal entity. The specific requirements and procedures may vary, but generally, a foreign investor will need to demonstrate that they have a legitimate business interest in Belarus and that their presence is essential for the company’s operations. This often involves providing documentation such as registration documents for the company, proof of investment in the company, evidence of employment as a director or manager, and proof of accommodation in Belarus.

Contact us

    Message
    • Lawyer
      Legal assistance is provided by advocate Anton Grinewich, Specialized Legal Bar No. 2 in Minsk.
    • E-mail
    • Address
      Office: 1 Krasnaya str., Minsk, Republic of Belarus Postal address: 1 Krasnaya str., Minsk, Republic of Belarus
    • Working hours
      Monday-Friday 9:00-19:00