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Registration of commercial organizations in the Republic of Belarus

Foreign investors have the right to create commercial organizations in Belarus with any amount of foreign investments and in any legal forms, stipulated by the legislation of the Republic of Belarus, namely in the following forms:

  • unitary enterprise (UE);
  • limited liability company (LLC);
  • additional liability company (ALC);
  • joint-stock company (JSC): closed joint stock company (CJSC) or opened joint stock company (OJSC)

State registration of commercial organizations

A commercial organization accrues the rights of a legal entity from the date of its state registration.

Since February 1, 2009 in the Republic of Belarus the declarative principle of registration of commercial organizations has been introduced (except for registration of banks and non-bank credit and financial institutions).

The general rule is that the bodies performing the state registration of commercial organizations are Regional Executive Committees and Minsk City Executive Committee. Such organizations as banks, non-bank credit and financial companies, as well as insurance companies, the organizations that are located on the territory of free economic zones or on the territory of the Chinese-Belarusian Great Stone Industrial Park are subject to the registration in specially authorized state bodies and organizations.

Authorized capital of a commercial organization

The minimum authorized capital of a commercial organization depends on the legal form:

When contributing to the authorized capital of a commercial organization in foreign currency in order determined by the legislation, its recalculation is performed at the official rate of the Belarusian ruble to the corresponding rate of foreign currency established by the National bank as of the date of the actual contribution.

Contributions to the authorized capital of commercial organizations can be paid in cash and/or in a non-cash form.

Non-monetary contributions of founders (participants) of a commercial organization are subject to the assessment performed according to the Presidential decree of the Republic of Belarus "About estimative activities in the Republic of Belarus" as of October 13 2006 No. 615 and also the examination of authenticity of the assessment of non-monetary contributions that is carried out according to the order determined by the Council of Ministers of the Republic of Belarus (Resolution No. 173 as of February 10 2011). In case of independent estimation of the value of non-monetary contribution made in the authorized capital of a commercial organization, the examination of authenticity of this assessment is not carried out.

The property imported by the participant for the formation of the authorized capital of a commercial organization in general is not absolved from paying customs duty and liable to value added tax. However, in case of compliance with specified conditions, preferential import of the goods determined by the legislation as contribution to the authorized capital with exemption from import duties is possible. Such conditions are as follows:

  • when a commercial organization is located on the territory of medium, small residential locations, the rural areas of the Republic of Belarus;
  • implementation of the economic activity in the same settlement, location in this settlement of fixed assets and employees of a commercial organization;
  • implementation of the economic activity that conforms to the concept "domestic manufacture of goods (works, services)", which is confirmed by the special certificate issued by the Belarusian Chamber of Commerce and Industry.

Steps to register commercial organizations in the Republic of Belarus:

1
Decision making by founders (the founder) to create a commercial organization in the Republic of Belarus
2
Choice of the legal form
3
Name negotiation
4
Search of the room, where the newly established commercial organization (legal address) will be located
5
Formation of governing bodies, confirmation and signing of documents by the founders of the founded commercial organization
6
Submission of the documents to the registering authority and state registration
7
Preparation of the seal
8
Execution of employment relationships with the head and chief accountant
9
Bank account opening
10
10. Conclusion of a contract for depository and consulting services. Registration of shares in an authorized government body

Additional step for a closed joint stock company/an open joint stock company

Getting financing

Companies that implement investment projects in the territory of Belarus have access to various sources of external financing for their activities. This can be both standard bank lending and other banking products at local banks and representative offices of foreign banks in Belarus, and attracting funds from international financial institutions, private equity funds, and foreign credit lines.

In most cases, companies to finance their activities attract loans from Belarusian banks on the security of real estate or other fixed assets. However, when implementing major investment projects, special tools and forms of attracting investments are needed.

International financial institutions and investment funds work with companies in the Belarusian market through the following financial instruments:

Granting loans exclusively to state organizations (or under government guarantees)

The right to receive loans of this type is provided by state institutions with guarantees from the state, as well as companies that implement investment projects that contribute to the country's long-term economic and financial stability

Lending directly to private and / or public enterprises
Grants / technical assistance
Investments in the capital of enterprises through acquisition of existing shares , participation in additional issues, as well as provision of combined financing schemes
Provision of related loans to public / private enterprises

usually with additional requirements to the borrower (for example, the presence of a mandatory contract with the firm of the creditor country)

Along with financing, international financial institutions provide companies with access to new technologies, assist in developing a business strategy, and introduce international corporate governance standards in the company.

A number of foreign states through their financial institutions provide targeted financing to borrowers. It is possible to use the foreign credit line either directly or through Belarusian partner banks, subject to certain conditions.

Obtaining the visa

Visa-free travel

There is no need in obtaining a visa for the following groups of travelers:

Nationals with ordinary passports of

Armenia
Azerbaijan
Brazil (up to 90 days)
Cuba (up to 30 days)
Ecuador (up to 30 days)
Georgia
Israel (up to 90 days in each period of 180 days)
Kazakhstan
Kyrgyzstan
Macau, Special Administrative Region of the People’s Republic of China (up to 30 days)
Macedonia (an invitation/telegram, referral/invitation of the healthcare institution or invitation letter of travel agency is required, as well as for visiting the burial places)

Moldova
Mongolia (up to 90 days)
Montenegro (up to 30 days, an invitation or invitation letter of travel agency is required)
People's Republic of China (up to 3 days subject to direct flights to Belarus from the civilian airport and with a valid Schengen visa or for group tourist trips)
Qatar (up to 30 days)
Russia
Serbia (up to 30 days)
Tajikistan
Turkey (up to 30 days)
The United Arab Emirates (up to 30 days)
Ukraine
Uzbekistan
Venezuela (up to 90 days)

Up to 5 days for citizens of 80 countries (the full list below) arriving in Belarus via the checkpoint “Minsk National Airport”, except for flights from the Russian Federation

Australia
The Republic of Austria
The Republic of Albania
The Principality of Andorra
Antigua and Barbuda
The Argentine Republic
Barbados
The Kingdom of Bahrain
The Kingdom of Belgium
The Republic of Bulgaria
Bosnia and Heaegovina
The Federative Republic of Brazil
The Republic of Vanuatu
Vatican City State
The United Kingdom of
Great Britain and Northern Ireland

Hungary
The Socialist Republic of Vietnam*
The Republic of Haiti *
Islamic Republic of The Gambia*
The Federal Republic of Gennany
The Republic of Honduras*
Hong Kong (Xiang) ~ special administrative region of China* *
The Hellenic Republic
The Kingdom of Denmark
The Commonwealth of Dominica
The Republic of lndia*
The Republic of lndonesia
Ireland
The Republic of lceland
The Kingdom of Spain
The Italian Republic
Canada
The Republic of Cyprus
The People's Republic of China*
The Republic of Korea
The State of Kuwait
The Republic of Latvia ***
The Lebanese Republic *
The Republic of Lithuania
The Principality of Liechtenstein

Grand Duchy of Luxembourg
Macau - Special Administrative Region of China**
Republic of Macedonia
Malaysia
The Republic of Malta
Order of Malta **
The United Mexican States
The Federated States of Micronesia
The Principality of Monaco
The Republic of Namibia *
The Kingdom of the Netherlands
The Republic ot Nicaragua
New Zealand
The Kingdom ofNorway
The Sultanate of Oman
The Republic of Panama
The Republic of Peru
The Republic of Poland
The Portuguese Republic Romania
The Independent State of Samoa*
The Republic of San Marino
The Kingdom of Saudi Arabia
The Republic of Seychelles
Saint Vincent and the Grenadines
The Republic of Singapore
The Slovak Republic
The Republic of Slovenia
The United States of America
The Eastern Republic of Uruguay
The Republic of Finland
The French Republic
The Republic of Croatia
Czech Republic
The Republic of Chile
The Swiss Confederation
The Kingdom of Sweden
The Republic of El Salvador
The Republic of Estonia ****
Japan

* If there is a valid document for travel abroad with a valid multiple visa of the states-members of the European Union or the states»participants ofthe Schengen area with a note of entry to the territory of a state-member of the European Union or a state-member of the Schengen area. as well as tickets confirming the date of departure from the Minsk National Airport.

**Is not a state.

***Including persons with non-citizen status ofthe Republic of Latvia.

****Including persons without citizenship, permanently residing in the Republic of Estonia.

According to the Presidential Decree “On establishment of visa-free entry and exit of foreign nationals”, foreign citizens of the listed above 80 countries can enter Belarus for up to 5 days including dates of arrival and departure and exit from the territory of Belarus only through the State border checkpoint of the Republic of Belarus “Minsk National Airport”.

The given order of visa-free movement through the airport does not extend to persons coming to Belarus by plane from the Russian Federation, as well as to those who intend to fly to the airports of the Russian Federation (such flights are considered as internal ones and do not have border control).

The Decree also does not apply to foreigners paying official visits. Diplomatic, official, special and other passports equal to them are not covered by the above Decree.

To enter the Republic of Belarus in the visa-free regime via the checkpoint “Minsk National Airport”, foreign nationals should have the following documents:

  • a valid passport or another substituting document for traveling abroad;
  • financial means: at least 25 Euro (or equal amount in dollars or Belarusian rubles) for each day of stay;
  • medical insurance with coverage for at least 10,000 Euros that covers the territory of Belarus.

Getting a visa

For travels other than listed above foreign nationals should get a visa. There are two types applicable for business visits.

SHORT-TERM VISA C

  • valid for up to 90 days;
  • permits a stay in Belarus of up to 90 days;
  • permits a single, double or multiple entry;
  • most suitable for tourist and private visits
    • visa for tourist purposes allows up to a 30 day stay in Belarus and permits only single or double entry;
  • also issued for business, study, religious or humanitarian purposes; participation in sport or cultural events; visiting burial places; journalism and employment

Documents required:

  • an original letter of visa support of a legal entity, issued on the letter-head with the full name of the entity, its location and telephone number and the obligation of the legal entity to assure a foreign citizen observance of the rules of stay in the Republic of Belarus, sealed by the legal entity;
  • one copy of a duly completed application form;
  • one photograph;
  • a foreign travel document (passport);
  • medical insurance contract concluded with RUE“Belgosstrakh“or“Beleximgarant“or medical insurance contract concluded with any foreign insurance organization;
  • a confirmation of the consular fee paid.

LONG-TERM VISA D

  • valid for up to one year;
  • permits a stay in Belarus of up to 90 days per year;
  • permits multiple entries;
  • issued for business, private, religious or humanitarian purposes; participation in sport or cultural events; visiting burial places; journalism and employment.

Documents required:

  • an original letter of visa support of a Belarusian legal entity;
  • a document, that proves the necessity of multiple visits to the Republic of Belarus during the requested period of visa validity, i.e. a copy of a contract (cooperation agreement) between a Belarusian legal entity and foreign citizen or foreign organization where he/she works, that confirms the existence of stable business connection, or document of a Belarusian legal entity (including the founding documents), confirming that the foreigner is a founder of a Belarusian commercial organization or an employee of a foreign company, that has established the commercial organization in Belarus;
  • by the decision of the consular officer – other documents, confirming the information, contained in the letter of visa support, and the existence of business contacts;
  • one copy of a duly completed application form;
  • one photograph;
  • a foreign travel document (passport);
  • medical insurance contract concluded with RUE “Belgosstrakh“ or “Beleximgarant“ or medical insurance contract concluded with any foreign insurance organization;
  • a confirmation of the consular fee paid.

A long-term visa for a purpose of business can be issued on the basis of a letter of visa support of a representative office of a foreign company in the Republic of Belarus to founders, managers and employees of the foreign company, which has established this office, in order to supervise the work of the representative office or to carry out activities, directly related to the work of the representative office.

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