13 steps to incorporating in Belarus

• Pre-incorporation steps

  1. Client due diligence and commitment: Prior to company incorporation, our Client i) settles Healy Consultants Group’s fees ii) completes and e-mail returns signed Healy Consultants Group’s engagement letter and iii) provides us with all required due diligence documents;
  2. Planning phase: Our in-house country expert drafts a detailed engagement project plan, transparently mapping out by week each step to engagement completion, and setting Client expectations for the company incorporation process. Healy Consultants Group then assists our Client to determine i) the company name and its Belarussian translation ii) the optimum corporate structure iii) the type of activities according to the classifier’s economic activities list (VED) iv) the optimum location in Belarus v) the applicable taxation system and vi) Belarus corporate banking and cash flow considerations;
  3. Corporate structure: When registering a Belarus LLC, the director should be a Belarussian/Russian/Kazakh citizen or a foreigner who holds a work permit issued by the Ministry of Internal Affairs. Healy Consultants Group will assist our foreign Client to secure a work permit after the company is registered;
  4. Document preparation: Healy Consultants Group drafts a Power of Attorney (PoA) in English and Russian, for our Client’s signature. Thereafter, our Client will be required to notarise and legalise the POA and passport copy of each shareholder and director in a Belarussian embassy in their country of residence.

• Incorporation steps

  1. Reserve name and submit application to the State Register: Healy Consultants Group i) reserves the proposed company name ii) registers a local business address iii) submits the application together with the required set of legalized documents with the Unified State Register for approval iv) pays registration fees State Register;
  2. Company Seal: Healy Consultants Group obtains approval for a company seal with company details;
  3. Business registration finalisation: Healy Consultants Group drafts, notarises and submits new Memorandum and Articles of Association along with an application form with the Unified State Register. Thereafter, Healy Consultants Group secures company numbers and supplies our Client with the Certificate of Registration. At this point our Client cannot hire employees, nor issue invoices or sign contracts. Before Our Client can start hiring employees, the foreign director must obtain a work permit. If required, Healy Consultants Group will provide a nominee resident director service for an additional fee;
  4. Healy Consultants Group registers the Belarussian LLC with the Social Security Fund, RUP Belgosstrakh, Tax Inspection and the Statistic Agency. Our Client can now issue invoices and sign contacts. At this stage we recommend our Client chooses the General tax system. Depending on our Client’s business activities and expected turnover, Healy Consultants Group will assist our Client to apply for the simplified tax system, if required.

• Post-incorporation steps

  1. Obtaining a work permit for a foreign director: Healy Consultants Group will prepare and submit documents to the Ministry of Internal Affairs to obtain a work permit for a foreign director. All going well, Healy Consultants Group secures the work permit for our Client. Now, our Client can legally enter into contractual agreements, issue invoices and hire an employee. The work permit must be renewed every year, but the director need not visit the country for this. Instead, Healy Consultants Group will assist with the renewal application;
  2. Corporate bank account opening: After company registration, Healy Consultants Group will prepare a detailed, quality business plan to timely secure corporate bank account opening with a leading local bank such as BSB Bank, Prior Bank or BelarusBank. All Belarusian banks will request a bank signatory to travel to the country for a one-hour bank interview, without exception;
  3. Paid up share capital: There is no minimum paid up share capital. However, we recommend our Client deposit a minimum of 100 BYN Ruble (US$50) in a bank within 3 months of incorporation;
  4. Accounting matters: Once a Belarussian company is fully registered, our Client must appoint a local accountant to discharge monthly, quarterly and mid-year Government tax obligations. Healy Consultants Group can help complete this government reporting requirement for a monthly fee starting from €860;
  5. Engagement completion: Healy Consultants Group will courier a full company kit to our Client, including original Belarus corporate documents, unopened bank correspondence, and a Client feedback survey.