Business entities in Belarus

Business entities in Belarus

Belarus business entity setup requirementsHealy Consultants will assist our Clients to incorporate the optimal corporate structure in Belarus. There are several ways of doing business in Belarus, the most common being to set up a limited liability company. Foreign entrepreneurs may also opt to set up a joint stock company or a representative office.

The Belarus limited liability company (OOO/PUE)

  • A Belarus limited liability company (LLC) can be incorporated with only i) 1 individual director ii) 1 shareholder, who can be of any nationality and place of residence and iii) €1 of share capital. A Belarus LLC incorporated by a single shareholder is known as a private unitary enterprise or PUE, while LLCs with more than 1 owner are known as OOOs;
  • In order to complete the engagement, all incorporation documents must be translated and submitted in Russian/Belarusian and legalized by the nearest Belarus notary public. After incorporation, all LLCs must submit annual audited financial statements.

The Belarus joint stock company (ZAO)

  • The Belarus joint stock company (JSC) can be incorporated by 2 shareholders, who can be of any nationality and place of residence but will be required to contribute at least 21 million Belarusian rubles (€900) to the JSC’s share capital for a closed joint stock company (ZAO), or 84 million Belarusian rubles (€3,600) for an open joint stock company (OAO);
  • A minimum of i) two directors and ii) one auditor will also need to be appointed to complete the engagement;
  • A joint stock company is considered closed if i) the distribution of shares requires the consent of other shareholders, and/or ii) shares are distributed only to certain categories of people. Closed joint stock companies may have a maximum of 50 shareholders.

The Belarus representative office (RO)

  • While Belarusian legislation does not allow foreign business entities to establish branches, foreign organizations have the right to establish detached divisions in the form of representative offices;
  • The main functions of a representative office in Belarus include i) investigating opportunities for investment ii) marketing the parent company and iii) performing representative and other functions;
  • Representative offices are not regarded as legal entities and may not carry out income-earning business activities in Belarus.

Table of comparison between Belarus entities

 LLCJSCRepresentative office
Also known as

OOOZAORO
How long to set the company up?4 weeks5 weeks6 weeks
How long to open company bank account?4 weeks5 weeks6 weeks
Legal liability?LimitedLimitedUnlimited
Wholly foreign owned?YesYesYes
Minimum paid - up share capital?NoneNoneNone
File annual tax return?YesYesNo
Tax registration certificate required?YesYesNo
Recommended corporate bank account?Standard CharteredHSBCCitibank
Does our Client need to travel?NoNoNo
Resident director required?NoNoNo
Resident shareholder required?NoNoNo
Minimum directors allowed?121
Minimum shareholders?121
Tax identification code needed?YesYesNo
Belarus resident representative required?NoNoNo
Corporate shareholders allowed?Yes

YesYes
Corporate director(s) allowed?NoNoNo
Statutory audit required?

YesYesNo
Belarus corporate tax rate?18%18%0%
Annual financial statements required?YesYesNo
Regulated by?Ministry of EconomyMinistry of EconomyMinistry of Economy
Allowed to issue sales invoices?YesYesNo
Allowed to sign contracts?YesYesNo
Allowed to import and export goods?YesYesNo
Can rent an office space in Belarus?YesYesYes
Can buy Belarus property?YesYesNo
Total Belarus business setup costs in yr. 1?US$6,940US$6,940US$11,090
Subsequent annual costs (incl. accounting and tax fee)?US$4,900US$4,900US$2,600
Sample engagement invoice?Belarus LLC setup costBelarus JSC setup costBelarus rep office setup cost

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Contact us

For additional information on our business setup services in Belarus, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Zhang Yi, directly:
client relationship officer - Zhang Yi
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