What are the first steps for starting a business in Belarus?
How to become an entrepreneur in our country and what is needed for this?
Are there any specifics of doing business for foreigners in one of the countries of the former USSR?
In our article about doing business in Belarus, we will tell you about everything step by step.
Today Belarus is an attractive country for a foreign investor: what are the reasons to start a business in our country?
First, a favorable location in the center of Europe.
Second, it’s powerful economic potential.
Third, attractive conditions for doing business and attracting investors from other countries. For these and many other reasons, foreigners are happy to start a business in Belarus.
Find out what are the steps for opening a company in our country.
11 steps to start a company in Belarus
Non-residents of the Republic of Belarus can open a legal entity on a par with residents of the country, adhering to a certain algorithm.
Feature: for this, a non-resident can even be physically outside of the territory of Belarus, but for this, it is enough to issue a power of attorney to a representative, who usually is a lawyer.
Here are the steps you need to take when creating a legal entity in our country:
Step 1: The Founders’ Meeting
First of all, there is a meeting of founders, at which the most important decisions are made about:
– creation of a legal entity in the form of Limited Liabilities Company, Added Liabilities Company or a Unitary Enterprise and its name, which must be unique and contain at least three symbols. The list of already occupied names can be checked on your own on the site of the Unified State Register (USR);
– the amount of the statutory fund (for LLC, ALC, UE and PC – production cooperative), the minimum amount of the statutory fund is not set). The procedure of statutory fund formation is defined: by monetary contribution or property and a part of each of them (the property contribution cannot be more than half of the authorized capital, the value of the property transferred to the statutory fund is determined on the basis of the expert appraiser’s conclusion). Also, a bank for a temporary statutory fund account should be defined;
Features: currently, the authorized fund is declared only in Belarusian rubles, but the actual statutory fund for the foreigner can be in foreign currency.
– the prospective legal address (it is desirable to have a letter of guarantee from the landlord);
– on the types of activity – optional;
– in the case of a legal entity in the form of LLC, ALC, you should choose an authorized founder to open a temporary account and obtain an agreement on the company name;
– approval of the charter.
When determining the size of the statutory fund, it is important to remember that, based on the results of the financial year, the value of the company’s net assets should not be less than the amount of the statutory fund, otherwise the company’s participants are obliged to consider reducing the amount of the statutory fund and changing relevant information in the constituent documents.
Received document: protocol of the founders’ meeting (protocol of the constituent assembly), in the case of the UE – decision of the property owner, the charter.
STEP 2: Opening a temporary account and depositing of funds
Done by an authorized founder.
Costs: The cost is determined by the bank (often, free of charge).
Received document: certificate of the bank on opening an account and available funds on it
Step 3: Registration Activities
Statement on name approval
Minsk City Executive Committee
The certificate of the name approval (details of this certificate must be indicated in the application for state registration)
Registration of a legal entity and its entry into the USR
– documents on payment of state duty,
– the charter in two copies,
– the charter in electronic form,
– copies of the founders’ passports,
– cardboard folder, binder.
3 base values (1 base value in 2018 = 24,5 BYN)
Minsk City Executive Committee
|– the original of the charter with a note of the registration authority (on the day of registration),
– certificate of state registration (within 1 working day),
– notification of registration in the Ministry of Taxes and Tax Collection, Federal Tax Service and Belgosstrakh (within 5 working days).
Actually, these two procedures are only formally different actions, it is rational to do them at once because all this will happen in one institution, but in different offices.
To do this, in the application for state registration in the column with requisites of the certificate, you need to leave a blank space, and then, after receiving this certificate, a corresponding entry in the application should be made.
Features: if the founder is a foreign legal entity, he is provided with an extract from the trade register (not older than one year), legalized and translated properly. A foreign individual who does not have a residence permit in the Republic of Belarus shall provide a notarized passport.
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STEP 4: Head manager appointment and his inauguration
– a protocol of the general meeting is drawn upon the head manager appointment, in the case of LLC (ALC), the authorization of one of the participants to sign the contract with the head manager. In the case of UE, the decision of the owner of the property (founder) is made;
– signing a contract with the manager;
– the issuance of the order to take office by the head manager.
It is also possible to establish a three-tier system of corporate management of the LLC, which includes the general meeting of participants, and the board of directors – the supervisory body.
Features: as a general rule, a foreign citizen has the right to become a manager of an enterprise, but only if he has permission to work in the Republic of Belarus. The only exception are the citizens of the EEU, as well as foreigners permanently residing in the territory of Belarus. On average, obtaining this permission takes about a month.
Received document: protocol of the participants meeting, contract with the head manager, order to take office.
Step 5: Company Stamp
|Needed documents||Approximate cost||Time of procedure|
– copy of the statute (usually, the first two pages)
– Receipt of payment
|>100 $||1-2 working days|
STEP 6: Opening of checking bank accounts
– copy of the statute,
– copies of documents confirming the head manager appointment (protocol of the meeting, contract, copy of the order to enter office).
Often banks require either the presence of founders to sign the protocol on the spot, or a notarized copy of such a protocol.
When opening accounts, the bank employee certifies the card with the signature samples of the manager. If it is necessary to design a second signature in the name of the chief accountant, you will also need the presence of such a document and the availability of copies of documents on his employment.
Opening an account and certifying the card can be either paid or free, depending on the bank’s tariffs.
Then the money order from the temporary account is transferred to the checking account by payment order.
Costs: depending on the bank tariffs.
Received document: Contracts for settlement services.
Seems too hard?
STEP 7: Signing the contract of renting premises for a legal entity
In case the UE is established, it is possible to place a legal address at the place of residence of the founder of the residential premises belong to him on the ownership basis and with the consent of the co-living members of the family.
However, in this case, it is desirable to establish between the family members the procedure for using the living quarters, to divide the personal accounts, while allocating the smallest isolated premises for use by the founder; in this case, utility payments will be calculated as for legal entities.
Costs: depending on the rental terms. Average rental price without actual placement – from $50.
Received document: Lease agreement.
STEP 8: Notification of state bodies and other formalities
– in the Minsk city executive committee – notification of head manager appointment in accordance with the established form;
– in the IMTD (Inspectorate of the Ministry of Taxes and Duties) – a copy of the charter, notification in an arbitrary form about the appointment of the head and chief accountant, indicating their contact phones, a copy of the documents on their appointment (for the leader – the protocol of the meeting, the order to take office, contract, for the chief accountant – an order for employment, a copy of the contract for accounting services and certificates of state registration in case the authority is transferred to a private entrepreneur or a legal entity), copies of passports of the head and chief accountant.
Also, IMTD must immediately take the requisites to pay for the cost of the journal of comments and suggestions. After that, go to the IMTD store, get this magazine and the inspection log book when presenting the payment confirmation. These logs must be registered in the IMTD.
In addition, if it is intended to use a simplified system of taxation, within 20 days from the date of registration it is necessary to provide a corresponding application form in the IMTD.
Features: the taxation system of foreign enterprises depends on the size of the enterprise, the chosen form of ownership and the location of the enterprise (in the Republic of Belarus there is a preferential taxation system for enterprises located in rural areas, free economic zones, high-tech park).
– to the territorial subdivision of the SPFP(Social Protection Fund of the Population) and Belgosstrakh – a copy of the statute, notification of the appointment of the head and terms of wages payment. If there is no one in the company, it is advisable to indicate it in the notice.
Received documents: copies of notifications and applications with delivery notes, journals for the recording of comments and proposals, registration of audits.
STEP 9: Formation of Initial Working Capital
Initial working capital, if not treated by banks’ loans, is usually formed in two ways:
– from the funds of the statutory fund, which are transferred from the temporary account for the formation of the statutory fund. After that, the temporary account is closed;
– by entering into a loan agreement with the founders or third parties.
Costs: according to the tariffs of banking services.
Received documents: loan agreements.
STEP 10: Occupational Safety and Health
STEP 10.1. Preparatory stage.
The head, as well as the person responsible for occupational safety (if any) must pass examinations in the local administration on occupational safety and health and obtain a certificate. Before this, it is necessary to undergo appropriate training.
The term of training is 1 week. The commission for occupational safety in the district administration meets twice a month.
Costs: the cost of the certificate form and the cost of training.
Received documents: certificate of completion of training, certificate of labor protection.
STEP 10.2. Establishment of a labor protection and fire safety regime.
The order of the head appoints the person responsible for labor protection (LP) and fire safety. The instructions on occupational safety and health are following: an introduction on LP, various instructions on LP, including instruction on LP when working with electrical appliances for workers in the non-electric group, instruction on LP during operation in the warehouse, storage of unloading and loading of goods.
Also, do not forget about the instructions on fire safety and the procedure for the actions of employees in case of fire.
The enterprise should have two journals: registration of briefings on LP and fire safety.
Costs: the cost of two magazines.
Documents received: see above.
STEP 11: Development of instructions on waste management and its harmonization in the territorial body of hygiene and epidemiology.
You need to order it in specialized organizations, the cost will depend on the number of employees, owned and rented premises, etc. In fact, this step can be postponed until better times.
Documents received: the above instruction
If these simple eleven steps are done correctly, it is possible to open a company in the Republic of Belarus and do business in our country.
The registration procedure itself is not complicated, but many foreign founders order all the registration from specialists.
Thus, when a company is opened by a foreigner in Belarus, not only new jobs are created, but also foreign economic relations are established between countries and states. Find out, how to get a visa to Belarus and if you need one.
We have a legal partner who helps to register companies in Belarus and do all the necessary paperwork for you.
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