background image
1.1.1. Main Forms of Doing Business

Belarus law provides for a number of business forms for investors. These include:

Joint Stock Company

A joint stock company (JSC) is company whose capital is divided into a definite number of shares. JSCs in Belarus can be formed as an open JSC or as a closed JSC. Closed JSCs are the most common.

Main aspects of an Open JSC include:

  • Minimum of 2 founding shareholders with no maximum limit
  • Shares can be openly sold to third parties
  • Minimum charter fund for incorporation is 400 basic units (USD 4,700)
  • Fund must be divided into shares of equal nominal value
  • Shareholders are liable only in proportion to the value of their shares
  • Shares of a shareholder may be disposed without the consent of other shareholders
  • Subject to a number of disclosure requirements

Main aspects of a Closed JSC include:

  • Maximum number of shareholders is 50
  • May not conduct an open share subscription
  • Share transfers are subject to the pre-emptive rights of other shareholders
  • Minimum charter fund for incorporation is 100 basic units (USD 1,175)
  • Fund must be divided into shares of equal nominal value
  • May be used for establishing a joint venture with a Belarusian partner
  • Shareholders are liable only in proportion to the value of their shares

Limited liability company

The limited liability company (LLC) is the most flexible business structure in Belarus and commonly used by foreign investors.

Main aspects of an LLC include:

  • Minimum number of founders is 2, with a maximum of 50
  • The size of the authorized fund is determined by the founders with no minimum set, except in the case of foreign investment, which requires a minimum of EUR 20,000
  • The founding document of an LLC is the charter approved by its founders
  • A board of directors or supervisory board may be formed as specified in the LLC's charter
  • Unlike JSCs, the formation of an LLC is fairly simple

Private Unitary Enterprise

A private unitary enterprises (PUE) is essentially an LLC with a single owner. PUE's can be established by a natural person or a legal entity.

Main aspects of a PUE include:

  • The founding document of PUE is the charter
  • Management of a PUE is a director appointed by the owner
  • The owner can be a director

Representative Office

In addition to the forms outline above, which are legal entities, foreign companies can also establish a representative office in Belarus. Establishing a legal entity when conducting long-term operations in Belarus is typically seen as a better option given the tax liabilities of representative offices without separate legal entity status.