Registration of a legal entity with foreign investment in Belarus: information and services

A common form of foreign investment in the Republic of Belarus is the registration of foreign enterprises. As well as joint ventures, where, along with the Belarusian founder, there is also a foreign founder. Although the registration of foreign enterprises, as well as joint ventures, currently do not have any special external attributes. It is worth saying that a certain specificity, due to the presence of a foreign founder, is preserved.

Most often, foreigners establish:

unitary enterprises,
limited liability companies
closed joint stock companies.

Regarding the choice of the form of the created commercial organization, it is best to consult with a Belarusian lawyer. So, it is quite difficult to figure out the advantages and disadvantages of a closed joint-stock company on your own.

It is necessary to distinguish between the procedure for creating a joint venture with foreign capital and the procedure for its registration. The order of creation is a broader process. It includes:

holding a meeting of founders,
search for a legal address,
name agreement,
holding of constituent meetings,
directly, registration of a legal entity with foreign investment.

Service cost
Registration of a legal entity with foreign investments in Belarus	From 350 Euro (€)

The procedure for registering a legal entity with foreign participation differs from the standard registration of a legal entity in Belarus only by the need to provide some additional documents.

Thus, a foreign citizen’s passport may not contain information in Belarusian or Russian. Therefore, it is necessary to provide a translation along with the original passport, the authenticity of the translator’s signature certified by a notary.

What documents are required when registering a foreign company?

The passport of a foreign citizen must be provided in a notarized copy if the registration of a legal entity with the participation of a foreigner in Belarus is carried out by proxy. This also applies to intranational passports of citizens of Russia and Ukraine, which contain information in Russian.

Foreign companies that are founders must provide an extract from the trade register of the country of establishment. The document itself can be named differently. It depends on the law of the country of incorporation: certificate of registration, certificate of establishment, list of information, etc. However, a number of requirements must be met.

Firstly, this document must be issued by a state body, which is confirmed by the presence of a stamp on it. A document coming from a private person: a lawyer, a law firm, etc., is not recognized.

Secondly, the extract must be dated no later than one year before the date of submission to the registration authority. In practice, we recommend that you provide the latest extract. Since the extract must contain up-to-date information. Therefore, it will be unlawful to provide an extract, albeit issued within the deadlines, but containing clearly unreliable information. Of course, the executive committee will accept such an extract, but the company being created may have problems in the future.

The amount of information contained in the extract is not strictly regulated. However, it is assumed that at least information will be provided on:

name
legal address of a foreign company,
status (current or in liquidation),
founders
a person who has the right to act on his behalf without a power of attorney (leader).

Credentials of a representative.

A representative of a foreign legal entity during registration may be a person specified in an extract from the trade register. In this case, no additional documents, except for a passport confirming the authority, will be required. As opposed to a person authorized to represent on the basis of a power of attorney.

A power of attorney to register a legal entity in Belarus with foreign participation must be notarized.

That is, affixing an apostille, another method of legalization cannot be considered compliance with the rule on notarization. No matter how your lawyer from the country of incorporation convinces you of this. The fact is that the super-imperative norms of the Belarusian legislation are in force here, namely the Decree of the President of the Republic of Belarus No. 1 of 16.01.2009/XNUMX/XNUMX. Meanwhile, this Decree clearly states that the power of attorney must be notarized.

Thus, the power of attorney must have the signature and seal of a notary or a person authorized by Belarusian law to perform notarial acts.

What problems arise when registering foreign enterprises?

The certifying inscription of a foreign notary on a power of attorney often does not meet Belarusian standards, and often is completely absent. In other words, it is necessary to pay attention to the fact that the person who issued the power of attorney matches the person indicated in the extract as the head. Otherwise, the registering authority, having considered the documents in aggregate, may refuse to register.

When registering companies in Belarus with the participation of foreign persons, they often require the provision of additional documents in support of the authority of the foreign leader.

But in practice, even such a coincidence may not give rise to registration. When can this happen? The most common case is a collegial management body of the parent company. As a result, the Belarusian law enforcer cannot understand the differentiation of powers between governing bodies.

How can this problem be resolved? Indeed, often a foreign notary or the issuing authority cannot be given instructions. Most often, in this case, the registration authority asks for a non-notarized translation of the extract from the company's charter, which states that each member of the executive board has the right to act in a single capacity.

What documents are subject to legalization when registering a foreign company?

Apostille.
All documents originating from foreign jurisdictions must undergo legalization. For documents originating from states that are parties to the 1961 Hague Apostille Convention, an apostille is required.

Most of Belarus’s permanent business partners are parties to the above-mentioned convention, or international treaties concluded by the Republic of Belarus with these states completely abolish legalization by introducing the principle of “official stamp”.

Attention! Unfortunately, due to the changed practice of law enforcement, only the Russian Federation now belongs to the last category of countries. As a result, documents from other countries that have agreements on legal assistance with Belarus are currently recognized only if they have an apostille.

Consular legalization.

However, a significant number of states still use consular legalization. First of all, this includes most of the countries of the Arab world, Singapore, Canada, China and many others. In the case of consular legalization, the person concerned must first confirm the document with the competent authority of the state that issued it. Subsequently, obtain legalization at the consular post of Belarus.

Often, logistical problems arise when the consular office of the Republic of Belarus is absent in the country where the documents were issued. In other words, the founder has to go to a consular post in another country.

The same procedure for the legalization of documents awaits already established companies that are going to introduce a foreign founder and amend the charter of a commercial organization.

Where will registration take place?

It should be noted the specifics in the choice of the registration authority when registering a legal entity with foreign investment. Usually, enterprises with foreign participation, created at legal addresses not in the city of Minsk, are registered by regional executive committees, and not by district ones. However, in other regions of the Republic of Belarus this issue requires clarification. Since there was a different practice.