Company Registration

A legal entity is one of the forms of conducting business activities. Companies are established for starting a business, managing a separate project or line of activity, holding individual assets, etc.

What to consider before registering a company:

1. Name and registered address of the company
2. Structure of governing bodies: 1) General meeting – Director, or 2) General meeting – Board of Directors – Director
3. Conclusion of a shareholders’ / founders’ agreement * This will govern relationships with partners
4. Size of the authorized capital and company financing
5. Tax system for the legal entity
6. Accounting support

A shareholders’ / founders’ agreement typically covers: investment obligations, disposal of shares, voting matters, dispute resolution, inheritance matters, etc. Also prior to registering a legal entity, you should be aware of the restrictions under which company registration is not possible.

Some grounds for refusal of registration:

• Criminal record for economic crimes;
• An effective court decision on debt recovery (including against an individual entrepreneur);
• An unfinished liquidation or bankruptcy process – for a participant or director;
• Prior invalidation of a legal entity’s state registration.

It is important that founders always provide accurate information when registering a company and do not disregard the established restrictions. If deliberately false information is submitted to the registering authority, the registration of the legal entity may be declared invalid, and all income for the period of activity may also be recovered.

When registering a company, founders will also have to pay additional costs:

1. State duty
2. Company seal
3. Cost of an electronic digital signature (EDS)
4. Notary fees
5. Translator services (for foreigners)
6. Temporary address (if necessary)

The lawyers of the law firm “Green Legal” are ready to provide full turnkey legal support for business registration. During the initial consultation, we will suggest the optimal company structure, the optimal tax system, and inform you of the list of documents, registration timeline, and total costs.

When can a shareholders’ / founders’ agreement be concluded?

This can be done both at the time of establishing the company and afterwards. However, we recommend drafting the shareholders’ / founders’ agreement together with the charter and signing them simultaneously.

How to choose the right company structure?

The choice of company structure (UE, LLC/ALC, CJSC/JSC, PCF, etc.) depends on many factors:

• Number of founders,
• Preferred governing body structure,
• Type of activity,
• Preferred tax system,
• Dividend payment frequency, etc.

What is the minimum authorized capital?

For UE, LLC/ALC, there is no minimum authorized capital requirement.

However, for joint-stock companies the following is established:

• For CJSC – 100 base amounts,
• For JSC – 400 base amounts.

Can the company structure be changed later?

Yes, changing the legal form of a company is possible through reorganization.

Is it possible to have two directors?

Belarusian legislation does not provide for having two directors. You should either establish a management board or have a single director with a mechanism for monitoring authority outlined in the contract and charter.

Useful articles on the topic

• What is important to include in the LLC charter
• Standard charters for LLC
• How to choose the size of the authorized capital of a legal entity