2.1. Commercial organization with foreign investment

In accordance with the Investment Code of the Republic of Belarus, commercial organizations with foreign investment in the territory of the Republic of Belarus are Legal entities in whose statutory fund foreign investments amount to no less than 20,000 US dollars and which pursue profit as the main objective of their activity and ( or) distribute the profit among the participants.

A legal entity acquires the status of a commercial organization with foreign investments from the moment of state registration of a commercial organization with foreign investments. The procedure for the registration of legal entities having the status of a commercial organization with foreign investments differs from the registration of legal entities of the Republic of Belarus with foreign investments the volume of which is less than 20,000 US dollars.

Commercial organizations with foreign investments are divided into commercial joint and commercial foreign organizations.

Commercial joint organizations are legal entities whose statutory fund consists of a share of a foreign investor and a share of a physical and (or) legal entity of the Republic of Belarus.

Commercial foreign organizations are legal entities in the statutory fund of which foreign investment is 100%.

2.2. Forms of commercial organizations with foreign investment

Commercial joint organizations: a limited liability company, an additional liability company, an open joint-stock company, a closed joint-stock company.

Commercial foreign organizations: a limited liability company, an additional liability company, an open joint-stock company, a closed joint-stock company and a private foreign unitary enterprise.

2.3. Subsidiaries and affiliates of commercial organizations with foreign investments, their status

A commercial organization with foreign investments has the right to have subsidiaries and affiliated companies, subsidiaries of unitary enterprises, and also to create branches and representative offices in the territory of the Republic of Belarus and abroad with observance of the conditions stipulated by legislative acts of the Republic of Belarus and the relevant legislation of foreign states.

2.4. Creation of commercial organizations with foreign investment

A commercial organization with foreign investment can be established through its establishment or as a result of the acquisition by a foreign investor of a stake in a previously established legal entity without foreign investment or the acquisition of an enterprise as a property complex as a whole the owner of which is not a foreign investor or a part thereof.

Acceptance of a foreign investor with its contribution, equivalent to at least 20,000 US dollars, to a previously established legal entity without foreign investment, is permitted.

The decision on the establishment of a commercial organization with foreign investments is made by its founders (participants) independently, including cases of acquisition by a foreign investor in a previously established legal entity without foreign investment of a stake (shares) as a result of which the amount of foreign investments in the statutory fund will amount to not less than 20,000 US dollars in the equivalent. In the case where the Belarusian founders (participants) of the commercial joint organization are legal entities or individuals who do not have the right to own property, the decision to participate in the establishment of a commercial organization with foreign investments is made in the manner established by the owner of the investment property or by the body authorized by it, in accordance with the legislation of the Republic of Belarus.

2.5 Registration authorities

In accordance with the Regulation on the State Registration of Economic Entities approved by the Decree of the President of the Republic of Belarus No. 1 "On State Registration and Liquidation (Termination of Activities) of Business Entities" dated January 16, 2009 and the Investment Code of the Republic of Belarus, state registration of commercial organizations with foreign investments is carried out by the following registration authorities:

  • Regional executive committees and the Minsk City Executive Committee - commercial organizations with foreign investments;
  • National Bank - banks and non-bank credit and financial organizations, including foreign investments and in free economic zones;
  • Ministry of Finance - insurance organizations, insurance brokers, associations of insurers, including foreign investments and in free economic zones;
  • Administrations of free economic zones - commercial and non-commercial organizations, including commercial organizations with foreign investments, individual entrepreneurs in free economic zones.

The registration authorities are:

  • In the Minsk City Executive Committee - Main Department of Justice of the Minsk City Executive Committee (Registration and Legal Department), Svobody Square, 8/10, 220030, Minsk, tel. reception room 220-29-00, Registration and Legal Department tel. 220-29-22, 220-29-23, 220-29-24;
  • In the National Bank of the Republic of Belarus for Minsk - Registration and Licensing Department of the Main Administration of Banking Supervision of the National Bank of the Republic of Belarus, 20 Nezavisimosti Ave., 220050, Minsk, tel. 2065910;
  • In the Free Economic Zone "Minsk" - Administration of the FEZ "Minsk, Partizansky Ave., 12, 220070, Minsk, tel. reception room 227-46-96, Management of Territorial Development tel. 214-39-15, 249-92-34, Financial and Legal Management tel. 248-80-82, 247-77-98

2.6. Fee for state registration

In accordance with the Law of the Republic of Belarus "On State Duty", the fee for state registration is:

  • established (reorganized) commercial organizations - 5 basic values;
  • changes and additions to the constituent documents of commercial organizations - 1.5 base values.

2.7. The investor's procedure for state registration

The procedure for the investor's actions is regulated by the Regulation on the State Registration of Economic Entities approved by the Decree of the President of the Republic of Belarus No. 1 "On State Registration and Liquidation (Termination of Activities) of Business Entities" dated 16.01.2009, the Investment Code of the Republic of Belarus, the Civil Code of the Republic of Belarus, and provides for the following steps:

  • agree on the name of the organization being created in the Main Department of Justice of the Minsk City Executive Committee (Svobody Square, 8/10, room 202a);
  • determine the proposed location of the organization;
  • decide on the establishment of the organization and prepare its charter;
  • submit the necessary documents to the registering authority;
  • obtain in the registering authority a certificate of state registration of the established model

2.8. Documents to be submitted for state registration of commercial organizations with foreign investments

  • application for state registration (approved by the Decree of the Ministry of Justice of the Republic of Belarus No. 8 dated January 27, 2009);
  • the charter in two copies without a notarization, its electronic copy (in .doc or .rtf format);
  • a legalized extract from the trade register of the country of establishment or other equivalent proof of the legal status of the organization in accordance with the legislation of the country of its establishment (the extract must be dated no later than one year prior to submission of the application for state registration) with translation into Belarusian or Russian (the translator's signature is certified by a notary) - for founders who are foreign organizations;
  • a copy of the identity document, translated into Belarusian or Russian (the translator's signature is certified by a notary) - for founders who are foreign individuals;
  • the original or a copy of the payment document confirming the payment of the state fee.

2.9. Documents to be submitted for state registration of changes and (or) additions to the charter of commercial organizations with foreign investment

  • application for state registration (approved by the Decree of the Ministry of Justice of the Republic of Belarus No. 8 dated January 27, 2009);
  • amendments and / or additions in two copies, which must be executed as attachments to the charter, without a notarization, their electronic copy (in .doc or .rtf format).
  • at the request of the organization, the charter can be submitted in a new edition;
  • the original of the certificate of state registration in case of changing the name of the organization or its reorganization;
  • the original or a copy of the payment document confirming the payment of the state fee.

2.10. Term of state registration

On the day of submission of documents submitted for state registration, the authorized officer of the registering authority:

puts on the charter, changes and (or) additions made to the charter of the legal entity, a stamp indicating the conduct of state registration, issues one copy of the charter to the person who submitted it, and enters in the Unified State Register of Legal Entities and Individual Entrepreneurs a record of the state registration of the economic entity, changes and (or) additions to the charter of the legal entity.

Registered are:

  • a legal entity - from the date of affixing a stamp on its charter and making an entry on the state registration of a legal entity into the Unified State Register of Legal Entities and Individual Entrepreneurs;
  • amendments and / or additions to the charter of a legal entity - from the date of affixing a stamp to such amendments and (or) additions and entry of a record of their state registration in the Unified State Register of Legal Entities and Individual Entrepreneurs.

The authorized officer of the registering body does not carry out the state registration of the newly created (reorganized) business entities, changes and (or) additions to the charters of legal entities in the event of:

  • failure to submit to the registering authority all documents required for state registration as specified by law;
  • execution of an application for state registration in violation of the requirements of legislation;
  • submission of documents to an improper registering authority.

In case of failure to exercise state registration of a business entity, changes and (or) additions to the statutes of legal entities, the authorized officer of the registering authority on the day of submission of documents shall put on the application for state registration a corresponding stamp and indicate the grounds for which state registration has not been effected.

Non-implementation by the registration authority of state registration can be appealed in the economic court.

2.11. Post-registration actions

A certificate of state registration of a model established by the Council of Ministers of the Republic of Belarus is issued no later than the working day following the day of filing documents for state registration.

The registration authority within five working days from the date of entry of the record of the state registration of a business entity in the Unified State Register of Legal Entities and Individual Entrepreneurs issues documents confirming registration with the tax authorities, state statistics bodies, Social Protection Fund bodies of the Ministry of Labor and Social Protection , registration in the Belarusian Republican Unitary Insurance Enterprise "Belgosstrakh".

2.12. Procedure for the formation of the statutory fund

The statutory fund of a commercial organization with foreign investments (except for a commercial organization with foreign investments in the form of an open joint stock company) announced in the constituent documents must be formed not less than 50 percent during the first year from the date of state registration of this organization at the expense of contributing to it by each of the founders (participants) not less than 50 percent of its share and in full - before the expiry of two years from the date of registration.

The statutory fund of a commercial organization with foreign investments in the form of an open joint-stock company announced in the constituent documents must be formed in full before the state registration of such an organization.

Formation of statutory funds of banks, non-bank credit and financial institutions, insurance organizations is carried out in accordance with the legislation of the Republic of Belarus on banks, non-bank credit and financial organizations, insurance organizations.

A commercial organization with foreign investments (with the exception of a commercial organization with foreign investments in the form of an open joint-stock company) submits to the registering body documentary evidence of the formation of the statutory fund in established amounts no later than 30 days after the end of the corresponding period.

Documentary evidence of the formation of the statutory fund is the auditor's report.

The government of the Republic of Belarus or the republican government body authorized by it has the right to increase the established term for the formation of the statutory fund of a commercial organization with foreign investments.

A commercial organization with foreign investments that provided documentary evidence of the formation of the statutory fund is issued by the registering body a certificate on the formation of the statutory fund within no more than 3 days from the date of receipt of this documentary confirmation.

The registering authority has the right to extend the term for the formation of the statutory fund of a commercial organization with foreign investments, with the exception of organizations whose statutory fund must be fully formed before their state registration, for a period of up to six months from the end of the corresponding term for the formation of the statutory fund established by part one of Article 87 of the Investment Code.

To consider the matter of extending the term for the formation of the statutory fund of a commercial organization with foreign investment, the following documents are to be submitted to the registering authority:

  • a statement stating the reasons for the impossibility of forming the statutory fund of a commercial organization with foreign investment in the corresponding period of the authorized fund formation and indicating the type of products (works performed, services rendered), the quantity of products (works, services) exported, the quantity and type of the import-substituting products (works, services), the size of the statutory fund formed on the date of application, the number of employees and information on participation in social programs;
  • balance of the commercial organization with foreign investments for the last reporting period, except for cases when the legislative acts of the Republic of Belarus provide for exemption from the obligation to maintain accounting and reporting.

If necessary, the registration authority requests from the tax authorities at the place of registration of a commercial organization with foreign investment a certificate of its lack of debt to the budget, including state budget-funded funds.

The decision on the extension of the term for the formation of the statutory fund of a commercial organization with foreign investments is made by the registration authority within 30 days from the date of submission of the documents stipulated in part two of this article.

2.13. Contributions of participants to the statutory fund of a commercial organization with foreign investments in accordance with the Investment Code of the Republic of Belarus

The statutory fund of a commercial organization with foreign investments must be declared in US dollars, and in case of the creation of a commercial organization with foreign investments in the form of a joint-stock company or using the property of the Republic of Belarus, also in the official monetary unit of the Republic of Belarus.

The founders (participants) of a commercial organization with foreign investments have the right to contribute to the statutory fund of this organization in monetary and (or) non-monetary form.

In order to recalculate the statutory fund and deposits therein, the official exchange rate of the Belarusian ruble in relation to the relevant foreign currency is used as of the date of signing the agreement on the establishment of a commercial organization with foreign investments and (or) approval of the charter, and in order to make a decision to increase the statutory fund of a commercial organization with foreign investment to recalculate the part to which the statutory fund has been increased and additional contributions when deciding on the acquisition by a legal entity of the status of a commercial entity with foreign investments for the conversion of deposits in its statutory fund - on the date of the decision.

In the event that the founder (participant) of a commercial organization with foreign investments contributes to the statutory fund of this organization in the official monetary unit of the Republic of Belarus or in foreign currency, it must take into account, respectively, the difference between the official exchange rates of the Belarusian ruble to the US dollar or the difference between cross rates of the corresponding foreign currency to the US dollar calculated on the basis of the official rate of the National Bank of the Republic of Belarus at the date of signing the contract for the establishment of a commercial organization with foreign investments and (or) approval of its charter and on the day of the actual contribution.

If a decision is made to increase the size of the statutory fund or a decision to acquire the status of a commercial organization with foreign investment by a legal entity, the founder (participant) of this organization is obliged, when making contributions in the official monetary unit of the Republic of Belarus or in foreign currency, to take into account, respectively, the difference between the official rates of the Belarusian ruble to the US dollar or the difference between the cross rates of the relevant foreign currency to the US dollar, calculated on the basis of the official rate of the National Bank of the Republic of Belarus on the day of making such decision and on the date of actual contribution.

The sum difference resulting from the recount, the procedure of which is established by parts 4 and 5 of this article, shall be credited to the reserve fund of the commercial organization with foreign investments.

A non-monetary contribution of a foreign investor must be imported from a foreign state or acquired in the Republic of Belarus for a foreign currency or the official monetary unit of the Republic of Belarus if they are received in the form of a profit due to the investor from the activity of a commercial organization created with its participation with foreign investments, from other permitted activities or by exchanging foreign currency in banks of the Republic of Belarus. Non-monetary deposits are valued at the date of their adoption on the balance sheet of a commercial organization with foreign investment.

Non-monetary contributions of the founders (participants) of a commercial organization with foreign investments are subject to examination of the reliability of the valuation of the value of non-monetary deposits conducted in accordance with the procedure determined by the legislation of the Republic of Belarus. The examination of the reliability of the valuation of the value of state property contributed as a non-monetary contribution to the statutory fund is carried out by the State Property Fund of the State Property Committee of the Republic of Belarus. The valuation is carried out in monetary units in which the statutory fund is declared. Based on the results of the examination, an act on the reliability of the valuation of the value of non-monetary deposits is drawn up. A non-monetary contribution is considered to be contributed to the statutory fund in the amount confirmed by the said act.

2.14. The activities of a commercial organization with foreign investment

A commercial organization with foreign investment can, in accordance with it, carry out any types of activities, if they are not prohibited by the legislation of the Republic of Belarus and are consistent with the purposes stipulated by the charter of this organization.

A commercial organization with foreign investments shall pay taxes, fees (duties) and enjoy tax and customs privileges in accordance with the tax and customs legislation of the Republic of Belarus, unless otherwise provided for by international treaties of the Republic of Belarus.

2.15. Liquidation and reorganization of a commercial organization with foreign investment

The Investment Code of the Republic of Belarus provides that the liquidation of a commercial organization with foreign investments shall be carried out by decision of its founders (participants), the owner of the property or body of that organization authorized by its constituent documents or by judicial procedure in cases established by legislative acts of the Republic of Belarus. The grounds for the liquidation of a commercial organization with foreign investments may be the non-observance by this commercial organization of the procedure for the formation of the statutory fund established by this Code.

The notice on liquidation of a commercial organization with foreign investments is published in the press in accordance with the legislation of the Republic of Belarus.

Reorganization of a commercial organization with foreign investments is carried out by decision of its founders (participants), the owner of property or the body authorized by the constituent documents of this organization, in accordance with the legislation of the Republic of Belarus.