BY - General information
Doing business in Belarus is legally understood as undertaking entrepreneurial activities such as individual labour and running any legally organised enterprises (legal bodies). The above named economic players must be registered in the Universal State Registry of Legal Bodies and Individual Entrepreneurs.
Any Belarusian national, foreign or stateless citizen claiming to be an individual entrepreneur acts under his/her name including family name, first name and patronymic (if any). A legal body should have a title with a mention of legal and organizational type of the venture. Titles of commercial organizations and NGOs should give mention of their economic character. Thus, entrepreneurship doesn’t necessarily require establishment of a legal body or attraction of hired labour.
The following types of newly open (reorganized) legal bodies require compulsory registration:
- economic partnerships and associations, unitary enterprises, economic cooperative societies including agricultural producers’ cooperative societies, public associations including commercial organizations and farms (commercially organised);
- associations (unions) – associations between commercial organizations and/or NGOs, unions between commercial organizations and/or individual entrepreneurs, public associations (NGOs), producers’ cooperative societies, horticultural partnerships, commerce and industry chambers, institutions, joint property partnerships (NGOs).
Commercial organizations are economic partnerships and associations that function in the following legally organised forms:
- economic partnerships:
- full partnership;
- special partnership (trust partnership).
- economic entities:
- companies with limited liabilities;
- companies with superadded liabilities;
- public or close corporations.
A partnership is a union of persons while an entity is a union of capitals.
There is a special registration procedure for banks, non-bank credit and finance organizations, insurance companies and brokers, insurance associations, public unions and corporations that emerged as the result of privatized public property.
Commercial organisations have the right to open their subsidiaries or representative offices or any other independent affiliates without a legal status.
For further information about business regstration in Belarus please visit the official website:
BY - Who needs to register a business?
Entrepreneurial activities are subject to compulsory registration meaning that any undertaking by a physical or legal body aimed at regular-based profiting from making use of the property; trading produced, processed or acquired articles; or doing work or rendering services.
The following does not correspond to entrepreneurial activities and thus does not require registration: artisan workmanship, agricultural eco-tourism services, operations by physical bodies with capital issues and bank accounts and non-recurrent sale of certain goods at markets or other similar areas by physical bodies.
Advocacy and private notary practices are also not recognized as entrepreneurial activities.
Physical and legal bodies are granted the right to undertake certain business activities after acquiring special approvals (licenses) in accordance with the established procedure.
BY - Legal basis
Regulations on business registration are stipulated in the President’s Decree of January 16, 2009:
The procedure for submitting of e-documents by legal and physical bodies to complete business registration and document processing by registration agencies and the procedure for publishing information on business liquidation were adopted by the Ministerial Decree of August 31, 2011:
Regulations on licensing certain businesses were adopted by the President’s Order No 450:
Regulations on licensing certain businesses
The Law of the Republic of Belarus No 113-3 enforced on December 28, 2009, stipulates requirements to and application of e-documentation and use of digital signature in e-documents:
BY - Responsible authority
The Universal State Registry of Legal Bodies and Individual Entrepreneurs is supervised by the Ministry of Justice of the Republic of Belarus. The ministry is also commissioned to coordinate business registration and liquidation.
Regional, municipal and local executive committees and self-governments are authorized to render business registration.
Registration of commercial organizations with foreign investment funds is accomplished by regional executive committees and Minsk municipal executive committee.
Registration of commercial enterprises and NGOs including commercial organizations with foreign investment funds and individual entrepreneurs in free economic zones is rendered by the administrations of free economic zones.
Registration of insurance companies, brokers and alliances is done by the Ministry of Finance of the Republic of Belarus.
Registration of banks and non-bank credit and finance organisations is accomplished by the National Bank of the Republic of Belarus.
Certificates for digital signatures are issued by the Informational Publishing Centre for Taxes and Duties.
BY - Process flow
For business registration the following steps are to be considered:
- To complete e-registration an applicant should have a certified digital signature to verify the submitted e-documents;
- The venture’s title should be certified no later than the next working day since the day of e-submittal. The applicant receives an e-mail confirming the reception of his application. After that an authorized official of the registering body sends to the Registry’s portal a digitally signed certificate approving or denying the right for the title. The certificate can be used both for e-registration and for filing personal requests to the registering body;
- drafting the statute of a commercial organization;
- filling in the application for e-registration on the Registry’s web-portal;
- e-submittal to the registering body of the filled application and statute (in .rtf format) digitally signed by the business’ founders; digital photo in .jpg format of the person applying to be registered as an individual entrepreneur;
- payment of the state duty for e-registration via the common account and information area;
- the applicant receives an e-mail confirming his/her having successfully applied for e-registration;
- the Registry’s web-portal forwards the applicant an approval of the business’ statute and state registration and an e-certificate of registration (all documents are digitally signed by the authorized official of the registering body).
BY - Required documents
Documents and information, that should be provided by the founders of foreign entities (organizations):
- legalized abbreviate from the register of the country of origin or other equivalent proof of legal status of foreign investor in accordance with the laws of the country of its location or permanent residence at the time of establishing a commercial organization (legalization should be carried out no later than one year prior to application for registration) with translation into Belarusian (Russian) (translator’s signature is certified by a notary)
- corporate documents of a foreign entity
- legalized power of attorney to represent the interests of a foreign entity
by the founders of the entities, which are residents of CIS:
- a notary certified copy of the certificate of state registration
- articles of association (if any)
by the founders of the entities, which are residents of the Russian Federation:
- an abbreviate from the Uniform State Register of entities, issued by tax authorities of the Russian Federation
by the founders – natural persons:
- a copy of passport
- original passport
Legal Services Center translates these documents from English into Russian notarized signature of a translator.
The application for e-registration should in form and content comply with the regulations set in the Ministerial Decree No8 of January 27, 2009 “On certain measures on implementation of the President’s Decree No1 of January 16, 2008”. The application should verify the following:
- the founder of the business subsidiary or affiliate is not in any way subject to uncanceled/unremoved administrative liabilities including unpaid credits (or interest) except an agreement concerning the credit sums was reached by the creditors allocating them to the applicant for starting up a subsidiary/affiliate;
- the applicant and business property’s holder (founder/participant) is not subject to any uncanceled or unremoved conviction for economic crimes (committed against property or existing economic regulations);
- business founders or property holders are not subject in any way to unsatisfied court adjudication on property recovery;
- business founder/property holder is not at the time of state registration founder/participant/head or in possession of the property of the economically disadvantaged legal body (bankrupt);
- property holder/business founder (participant) is not subject to any other regulations denying the right for state registration;
- information mentioned in the submitted documents including the application is reliable;
- the submitted statute (constituent act for the commercial organization that can act only under a constituent act) complies with the legislation applicable to the legal body of the given business type;
- the procedure on business start up is accomplished in the prescribed manner.
The application for business registration is signed by the property holder or business founders/participants. If the number of founders/participants of a commercial organization or NGO exceeds three persons they have a right to authorize one of their number to sign the application previously stating their decision in the document verifying their intention to start up a business or NGO. If a legal body is the property holder or business founder/participant the application for state registration is signed by the head of the legal body or any other authorized person as provided by the statute (constituent act for the commercial organization that can act only under a corresponding constituent act) or a power of attorney to act in the name of the given legal body.
BY - Deadlines
Each case is different, but for general guidance the timescales are as follows:
Legal Entities: generally 7-10 days (but longer for Joint Stock Companies, which need to register their Share Issue)
Remember that it can take some time to get the necessary documents together, and you should also allow time for notarisation of official papers.
BY - Link to online service / legal form
First steps have been made to avail businesses of e-registration. Thus, in Minsk the following was introduced:
- e-registration of legal bodies functioning as unitary enterprises except insurance companies and brokers, banks or cases of reorganization of any of the above mentioned;
- e-registration of individual entrepreneurs;
- e-registration of amendments or addenda introduced into the statutes of unitary enterprises except those introduced into charters of insurance companies and brokers, banks and cases of renaming or reorganization of unitary enterprises.