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:
— decision making by founders (the founder) to create a commercial organization in the Republic of Belarus;
— choice of the legal form;
— name negotiation;
— search of the room, where the newly established commercial organization (legal address) will be located;
— formation of governing bodies, confirmation and signing of documents by the founders of the founded commercial organization;
— submission of the documents to the registering authority and state registration;
— preparation of the seal;
— execution of employment relationships with the head and chief accountant;
— bank account opening;
— 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.
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.