Vitryska marknaden

Important information about setting up to do business in Belarus

Important information about setting up to do business in Belarus

What are the first steps to setting up a business in Belarus?

According to Belarusian law, businesses can be established by individuals or legal entities.

Foreigners are perfectly entitled to start a business in Belarus, so long as they abide by the relevant legal requirements.

As a first step, individuals and representatives of international companies in Belarus are required by law to provide notarised copies of their passports.

In some instances a notarised Russian translation is also required before the process of setting up a company can begin.

What are the legal requirements for foreign companies wishing to set up a legal entity in Belarus?

In order to set up and register a limited company in Belarus, you must complete the following steps:

  • obtain a certificate from the Ministry of Justice verifying your proposedcompany name
  • open a temporary bank account at a Belarusian bank and make a 50% deposit of the proposed funds
  • obtain notarised copies of certificates of incorporation
  • prepare a business seal
  • register with the tax authorities and obtain your tax identification number
  • have your business seal and signatory card notarised
  • open a regular bank account

Find out more information about legal company structures in Belarus

What are the tax liabilities for foreign businesses in Belarus?

Tax liabilities vary depending on:

  • the nature of your business
  • the size of your business
  • the location of your business

Tax breaks are available for businesses established in the Free Economic Zones.

To make sure you understand legal and accounting practices in Belarus, it’s important to seek local professional advice.

Setting up a company in Belarus

Important information about how to set up a company in Belarus, what your options are and how long the process takes

What are the options for setting up a company in Belarus?

The Belarusian government welcomes responsible foreign companies looking to set up in the country.

If you want to trade as a foreign or international company in Belarus, you need to set up in one of two ways:

  • as a representative office (RO)
  • as a legal entity

Both options require you to register with the Tax Authorities.

Traditionally representative offices in Belarus were just that – organisations operating as ambassadors for foreign companies, but without a taxable presence in the country.

Today you can have a taxable presence with a RO, and can sign contracts and carry out negotiations.

However, if you want to carry out long-term commercial activity within Belarus, setting up a legal entity may be a better option.

In Belarus there are three main types of legal entity. These are:

  • Joint Stock Companies
  • Limited Liability Companies
  • Unitary Enterprises

Joint Stock Companies in Belarus

Joint Stock companies are companies whose capital is divided into a definite number of shares. They fall into two categories:

  • Open Joint Stock Companies (Otkriytoe Aktsyonernoye Obshchestvo or OAO).These companies are allowed to offer an unlimited amount of shares and are the only type of legal entity that can be openly traded.
  • Closed Joint Stock Companies (Zakrytoe Aktsyonernoye Obshchestvo orZAO). This is the most common type of Joint Stock Company in Belarus. Shares are limited to the founders or to pre-determined groups, and there is no obligation to publish accounts.

Limited Liability Companies

A Limited Liability Company (Obshchestvo s Ogranichennoy Otvetstvennostyu or OOO)is the most flexible type of company structure.

As it does not technically have shares, it is not liable to Belarusian securities legislation.

Unitary Enterprises(UE)

Unitary enterprises are a popular choice among foreign companies trading in theBelarus economyWith this structure, the company founder retains ownership of the assets.

How do you set up a representative office in Belarus?

 Representative offices have the simplest set-up procedure, requiring just:

  • an application form
  • statutory documents (parent company registration etc)
  • power of attorney, translated and apostilled (notarised or authenticated) in Belarus, giving the RO authority to work under the conditions of the parent company

Representative offices must:

  • register with the tax authorities
  • keep accounts
  • pay taxes

How do you set up a legal entity in Belarus?

A new application-based registration procedure for legal entities has been in place since 1 February, 2009. The process involves:

  • state registration (including registration with Tax Authorities, State Social Funds department and the State Statistical Board)
  • producing a company stamp / seal
  • opening bank accounts

The minimum Charter Capital for legal entities with foreign investment is 20,000 Euro.

How long does it take to set up a company in Belarus?

Each case is different, but for general guidance the timescales are as follows:

Representative offices: once all documents are ready, the process should not take more than 7 days

Legal Entities: generally 7-10 days (but longer for Joint Stock Companies, which need to register their Share Issue with the State Securities Commission)

Remember that it can take some time to get the necessary documents together, and you should also allow time for notarisation of official papers.

Doing business in Belarus: FAQs

“One-stop principle” information board

Find answers to your key questions about doing business in Belarus, including import and export regulations, copyright law, and residency requirements

What are the import and export regulations in Belarus?

Belarus has been working towards entry to the World Trade Organisation since 1993 and much work has been done to reduce tariffs and other barriers to international trade.

Belarus customs govern import and export regulations.

For up-to-date information, see the State Customs Committee of the Republic of Belarus

What currencies can be used in Belarus?

The Belarusian ruble (BR) is the only currency that can be used for any transactions that take place in Belarus.

To account for potential currency fluctuations, business-to-business negotiations are often carried out in US dollars or euros, particularly if a foreign party is involved. But once agreed, payment is made in BR at the current exchange rate.

Payments in other currencies are only permissible if made from outside Belarus.

What are the taxation rates in Belarus?

Tax rates vary according to a range of factors and are liable to change, but as a general rule the following rates apply:

  • VAT 20%
  • income tax 12%
  • profit tax (top rate) 18%

There are tax breaks and incentives for companies employing a high percentage ofdisabled people and for companies that operate in rural areas.

How is data protection controlled in Belarus?

Data protection is covered in the draft law On Information, Informarion and Protection of information which has been approved by both the Chamber of Representatives and the Council of the Republic.

What are the residency requirements for foreigners living in Belarus?

All foreigners staying in Belarus, whether on a short visit or on a work permit, are required to register with the local department of the Office of Visas and Registration (OVIR) within three days of arrival in Belarus.

If you are staying in a hotel they will arrange this for you.

What are the rules governing copyright in Belarus?

The law on intellectual property in Belarus covers a wide range of areas, including:

  • patents
  • industrial models
  • trademarks and service marks
  • inventions
  • names

What business services are available in Belarus?

There are a full range of business services in Belarus including:

  • accountants
  • tax advisors
  • lawyers
  • financial services
  • marketing and advertising agencies

Both Belarusian and foreign companies operate in these sectors in Belarus.