The most widespread and convenient for investors forms of doing business on the territory of the Republic of Belarus are:
- Limited Liability company (LLC);
- Private Enterprise (PE);
- Anonymous society /Share company (SA).
|Legal-organization form||Number of participants (individuals and legal entities)||Statutory funds|
|LLC||2 -50||no requirements|
|SA||2-50||100 base units (approx. 1250 USD)|
The state registration of legal entities
State registration of a legal entity made at the registered office (place of business).
Action required of legal entities prior to the submission to the registration authority for the state registration documents:
- agree with the registering authority name of the commercial, non-profit organization (Department of justice of the Mogilev Oblast Executive Committee — CC 559 (Mogilev, street May Day, 71, House of Soviets).
- determine the legal address (location of the intended commercial, non-profit organization).
- decide on the establishment of a commercial, non-profit organization and prepare its charter (foundation agreement — for commercial organizations, operates only on the basis of the constituent contract).
- 1 base unit for commercial legal entities;
- 0.5 base unit for non-profit legal entities.
Documents to be submitted for state registration of commercial or non-profit organization:
- application for state registration (see application number 1, 11, Ordinance of the Ministry of Justice of 11.08.2011 № 185);
— the charter (foundation agreement — for commercial organizations, operates only on the basis of the constituent contract) in duplicate without notarization, its electronic copy (in .doc or .rtf);
- legalized extract from the trade register of the country of origin or other equivalent proof of legal status of the organization in accordance with the legislation of the country of its establishment (the extract must be dated within one year prior to filing application for state registration) with translation into Belarusian or Russian language (the translator’s signature must be notarized);
- for the property owner, the founders are foreign natural persons; a copy of an identity document, a translation into Belarusian or Russian language (the translator’s signature must be notarized),
- payment document confirming payment of state duty;
- the original of the certificate of state registration of the reorganized company in case of reorganization in the form of separation and merger.
Gardening companies additionally provide a copy of the local executive and administrative body to confirm the possibility of placing a horticultural society and the supposed site of the accommodation.
The state registration of the legal entity by the property owner or the founders.
If the number of the founders of commercial or non-profit organization is more than 3 they have a right to empower one of them to sign the application that to be started in the document on the establishment of the commercial or non-profit organization. If the property owner or the founder is a legal entity than the application to be signed by the head of the legal entity or another person who is empowered by the charter (foundation agreement- for commercial organizations, operates only on the basis of the constituent contract) or the power of attorney to act on the behalf of this legal entity. If the property owner or the founder is an individual then the application can be signed by any other individual to act according to the power of attorney on the behalf of this property owner or the founder of the legal entity.
On the submission of the application for state registration citizens are to submit the identity documents, the documents confirming the power of acting on the behalf of legal entity or individual. Representing the interests of the foreign legal entity a copy of the notarized power of attorney to be submitted. The Charter of the legal entity states the property owner, the founders (participants) of the legal entity may indicate activities undertaken by a legal entity (if willing to). Changing the activities, the legal entity has the right to apply for the state registration of changes and (or) supplement to the charter (foundation agreement) of the legal entity.
Registering or another state body (organization) is prohibited to demand indicating the activities in the charter of the legal entity (foundation agreement- for commercial organizations, operates only on the basis of the constituent contract), the certificate of state registration of individual entrepreneur.
The charter of the company with additional liability should provide for vicarious liability of founders (participants) of the company on its obligations limits determined by statute, but not less than the amount equivalent to 50 base units.
Changing the name, property owner or the participants of the organization (excluding stock companies, owners associations, consumer co-operatives, gardening association, state association, chamber of commerce and industry) all commercial and non-profit organizations within 2 months` period are to state those changes or(and) supplement in the charter (foundation agreement- for commercial organizations, operates only on the basis of the constituent contract) and submit it for the state registration.
Changing the location of the commercial or non-profit organization it is to notify the registering body in the form specified by the Ministry of Justice within 10 working days from the day of relocation.
Commercial and non-profit organizations excluding banks, non-bank credit-financial organizations, insurance companies, insurance broker, insurers units are to submit to the registering body the notification of assignment (change) of the head of the organization (or another person who is empowered to act on the behalf of the organization) in the form specified by the Ministry of Justice within 10 working days from the day assignment (change).
Notifications of placement changing, assignment(change) of the head (or another person empowered to act on the behalf of the organization) of the commercial or non-profit organization can be submitted to the registering body in electronic form through the web portal of the Unified state register of legal entities and individual entrepreneurs in the manner determined by the Council of Ministers.
Charter of the legal entity (foundation agreement- for commercial organizations, operates only on the basis of the constituent contract) having a stamp, justifying the state registration, a certificate of the state registration (for individual entrepreneur) is the ground to apply for stamp production to the organizations performing this activity in the established manner or to perform any other significant legal effects. Special permits for the production of stamps (stamps) are not required.
Economic divisions of Mogilev city administrations
Leninsky district of Mogilev city
212017, Mogilev city, Mira avenue, 55a.
Days and time of appointments:
Monday — friday 8:00 — 17:00
Wednesday — 8:00 — 19:00
Break time — 13:00 — 14:00
Issues of business entities liquidation (termination of the activities) — office 51 (phone +375 222 32-70-84);
Issues of state registration of the legal — office 52 (phone +375 222 32-70-54).
Oktyabrsky district of Mogilev city
212002, Mogilev city, Chigrinova st., 8А
Days and time of appoinments:
Monday —Friday 8:00 — 17:00
Break time — 13:00 — 14:00
Office: № 9
Phone +375 222 45-13-73
Electronic registration through the web portal (egr.gov.by):
- electronic state registration of legal entities, subparagraph 1.1, paragraph 1 Provision on state registration of business entities confirmed by the Decree of the President of the Republic of Belarus of January 16, 2009 Nº1 "On State Registration and Liquidation (Termination of Activities) of Business Entities";
- electronic state registration of individual entrepreneurs;
- electronic state registration of changes and (or) supplement in the charter of legal entities (foundation agreement- for commercial organizations, operates only on the basis of the constituent contract) specified in subparagraph 1.1, paragraph 1 Provision on state registration of business entities;
- electronic state registration of changes in the certificates of state registration of individual entrepreneurs;
- submission of documents in electronic form to approve the name, notifications of changed location, assignment(change) of the head (the one who is empowered to act on the behalf of the organization) of the organization in the form of electronic documents.
Representative office establishment is performed on the permission of the Ministry of Foreign Affairs of the Republic of Belarus.
Accreditation of representative offices of foreign organizations and other activities related to them in Belarus is performed by the department of the foreign representative offices assistance of MFA.
General taxation system and special taxation schemes function in the Republic of Belarus..
|Capital gains tax||18%|
|Tax for profit money transfer from the branch office to the head office||0%|
|Income tax of foreign organizations not performing activities through the permanent representative office in the territory of Belarus|
|Transportation and freight payments (including demurrages and other payments appearing while transportation) performing the international transportation and payment for providing transport-expeditionary services.||6%|
|Income from debt obligations of any kind including income from credits, loans, securities issued on condition of getting income as a percentage (discount), income from usage of temporarily available funds on the bank accounts of the Republic of Belarus||10%|
|Income in the form of dividend||12%|
|Income in the form of royalty, from licenses and other kinds of income from the list specified by the law||15%|
|Value added tax||20%|
|Real estate tax||1%|
|Compulsory insurance contributions||35%|
|Compulsory social insurance in case of reaching the retirement age, disablement, loss of breadwinner||29%|
|Compulsory insurance contributions in case of temporary incapacity for work, pregnancy and birth giving etc.||6%|
Special taxation scheme
Resident of the Free economic Zone of Mogilev city
Municipal company “Administration of the Free economic zone “Mogilev””
212030 Mogilev city, Leninskaya st., 63,
Phone: +375 222 31-01-48
Fax: +375 222 31-15-81
- investment to be not less than 1 million euro;
- proportion of goods (works, services) for export in the total amount of goods to be not less than 70%;
- residents of FEZ under certain legal circumstances are exempted from paying import customs duties and VAT, real estate tax, profit tax within first 5 years from the moment of the first reported profit and after this 5 years` period tax rate is 50% reduced;
- for the internal market distribution of the own produced goods from the list of the import-substituting goods the VAT rate of 10% is applied.
Tax and customs benefits applied to the residents of FEZ are regulated by the following acts of law: Decree of the President of the Republic of Belarus of 09.06.2005 № 262; chapter 42 of the Tax code of the Republic of Belarus; the customs code of the customs union, the agreement on the issues of free economic zones on the customs territory of the customs union and customs procedure of free customs zone.
In FEZ its not allowed to perform the activities prohibited on the territory of the Republic of Belarus by law. The residents of FEZ are prohibited to perform the following activities in the territory of FEZ:
- production, processing, storing, distribution of arms, ammunition, explosives and explosive devices;
- production, processing, storing, distribution and disposal of radioactive and other hazardous materials;
- production, processing, storing, distribution and destruction of drugs, psychotropic substances and their precursors;
- seeding, cultivation, processing, storing, distribution of crops of narcotic, psychotropic and toxic nature;
- alcohol beverage production excluding champagne, wine and beer;
- tobacco products production;
- manufacturing securities, currency, monetary and postal stamps;
- lottery activity;
- preparation and broadcasting of radio- and tv programmers excluding technical maintenance of radio and tv;
- treatment of people suffering from hazardous to the health of other people illnesses;
- treatment of animals with hazardous illnesses;
- activities to employ citizens of the Republic of Belarus abroad.
Free economic zone (FEZ)
In the Republic of Belarus it is possible to set up a company as a resident of Free Economic Zone. To register as a resident of Free Economic Zone a company is to invest 1 million USD. In this case it obtains the following preferences:
- exemption from profit tax for 5 years and for the following 10 years the profit tax rate to be 50% reduced;
- exemption from real estate tax for the buildings located on the territory of FEZ;
- exemption from compensation payment on land allocation;
- tax free import of raw materials and equipment from abroad;
- guarantee that the legislation framework regulating the activity of a company will not change in the nearest 7 years.
Activity on the territory of small, medium-sized towns and countryside
Commercial organizations in small, medium-sized towns and countryside performing the production and service providing activity in this area for 7 years from the date of registration are exempted from:
- tax on profit obtained from selling own produced goods (services, works);
- stamp duty payment to obtain the special permission (license), its adjustment and (or) extension;
- tax on the profit obtained by a separate division from selling the own produced goods (works, services);
- real estate tax on the cost of capital constructions and their parts, parking lots that are on the balance sheet of a separate division if they are situated on the territory of small, medium-sized towns and countryside;
- mandatory sale of foreign currency obtained from selling the own produced goods (works, services) including real estate rent and money received from legal entities and individual entrepreneur who are not residents.
The implementation of an investment project includes preferential order of purchase of the state property and exemption from customs duty on imported goods which serve as non-monetary contribution to the authorized capital of non-commercial organizations if those goods were produced not more than 5 years ago and classified to the special list.