Corporate Law at Belarus
Here’s an overview of Corporate Law in Belarus:
🇧🇾 Corporate Law in Belarus
1. Legal Framework
The main sources of corporate law in Belarus are:
Civil Code of the Republic of Belarus
Law on Companies (No. 2020-XII of 1992) – regulates the formation, operation, and dissolution of legal entities.
Law on Economic Societies (No. 202-Z of 2006) – governs limited liability and joint stock companies.
Presidential decrees and resolutions of the Council of Ministers also play a significant role.
2. Types of Business Entities
Limited Liability Company (LLC / ООО) – Most common form for small and medium-sized businesses. Shareholders’ liability is limited to contributions.
Joint Stock Company (JSC / АО):
Open JSC (OJSC): Shares may be publicly traded.
Closed JSC (CJSC): Share transfers are restricted to existing shareholders or approved third parties.
Unitary Enterprise – A state or privately-owned company without share capital. Common for state-owned enterprises.
Representative Office or Branch – Foreign companies can set up non-legal-entity offices for liaison or operations.
3. Company Formation and Registration
All companies must be registered with the Unified State Register of Legal Entities and Individual Entrepreneurs through the Ministry of Justice or local executive committees.
The process typically includes:
Charter (articles of association)
Founders’ decision
State registration form
Payment of registration fee
A corporate seal is commonly used, though not always required.
4. Corporate Governance
LLCs and JSCs must have a general meeting of shareholders as the highest decision-making body.
A director or general director handles day-to-day management.
JSCs must have a board of directors (supervisory board) and may be subject to additional governance obligations if publicly traded.
5. Reporting and Disclosure
Companies must maintain accounting records in line with Belarusian Accounting Standards or IFRS (mandatory for certain entities).
Annual financial statements must be submitted to the tax authorities and other regulators as required.
6. Foreign Investment and Restrictions
Foreign investors may establish any business entity, with certain sector-specific restrictions (e.g., defense, natural resources).
Belarus has special economic zones (SEZs) and the High Technologies Park (HTP) with tax and legal incentives for IT companies.
7. Recent Developments and Challenges
Belarus has seen increased state control and regulatory scrutiny, particularly in sensitive industries.
Corporate activity may be affected by international sanctions, capital controls, and geopolitical developments.
Summary
Belarus has a civil-law based, state-influenced corporate system with well-defined business structures.
While generally open to foreign business, regulatory and political risks must be carefully considered.
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