Forms of Business Organisation
The government of Belarus welcomes foreign companies looking to set up business in the country. If you want to trade as a foreign or international company in Belarus, you need to set up in one of two ways:
• as a representative office (RO);
• as a legal entity.
Both options require yaou to register with the Tax Authorities.
Traditionally representative offices in Belarus were just that – organisations operating as ambassadors for foreign companies, but without a taxable presence in the country.
Nowadays you can have a taxable presence with a RO, and can sign contracts and carry out negotiations.
However, if you want to carry out long-term commercial activity within Belarus, setting up a legal entity may be a better option. In Belarus there are three main types of legal entity. These are:
• Joint Stock Companies;
• Limited Liability Companies;
• Unitary Enterprises;
Joint Stock Companies
Joint Stock companies are companies whose capital is divided into a definite number of shares. They fall into two categories:
• Open Joint Stock Companies (Otkriytoe Aktsyonernoye Obshchestvo or OAO). These companies are allowed to offer an unlimited amount of shares and are the only type of legal entity that can be openly traded;
• Closed Joint Stock Companies (Zakrytoe Aktsyonernoye Obshchestvo or ZAO). This is the most common type of Joint Stock Company in Belarus. Shares are limited to the founders or to pre-determined groups, and there is no obligation to publish accounts.
Limited Liability Companies
A Limited Liability Company (Obshchestvo s Ogranichennoy Otvetstvennostyu or OOO) is the most flexible type of company structure.
As it does not technically have shares, it is not liable to Belarusian securities legislation.
Unitary enterprises are a popular choice among foreign companies trading in the Belarus economy. With this structure, the company founder retains ownership of the assets.
Setting Up Legal Entity
A new application-based registration procedure for legal entities has been in place since 1 February, 2009. The process involves:
• state registration (including registration with Tax Authorities, State Social Funds department and the State Statistical Board);
• producing a company stamp/seal;
• opening bank accounts.
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