Registration of an IT-company in Belarus
The Republic of Belarus is one of the countries where doing business in the IT sector has undeniable advantages. These benefits include not only the benefits that are given to residents of the Park of High Technologies. But what is also important is the availability of a qualified workforce, in the choice of which HR specialists specializing in this field will be ready to help. This publication of our blog, as well as other publications, links to which you will find at the end of this publication, will help you learn everything about the procedure for creating an IT company in Belarus.
The choice of legal form of IT company
So what will be the main thing for a person who decides to study the procedure for creating an IT company in Belarus? The procedure for registering a company is not overly complicated in itself, since the notorious declarative principle of registration is in effect. However, first of all, one should decide on the organizational and legal form.
It makes no sense to consider here such relict organizational and legal forms as a unitary enterprise, and even more so - a full or limited partnership. Registration of a company can make sense using one of three organizational and legal forms: a limited liability company (LLC), a closed joint stock company (CJSC) or an open joint stock company (OJSC).
The most popular of these forms is a limited liability company. Most of the IT companies are registered in this form, which is an analogue of the foreign Limited Liability Company (LLC). The second polarity legal form is the Closed Joint Stock Company (CJSC). A CJSC has few analogues in non-Russian-speaking jurisdictions, combining the features of an LLC and an OJSC. On this site you can learn in detail about the advantages and disadvantages of a JSC.
|The cost of registering an IT company|
|Registration of an IT company||From 350 Euro (€)|
The creation of the OJSC will be interesting to large IT companies, which subsequently intend to make an initial public offering. However, for medium-sized businesses focused on growth, there is no point in immediately creating an OJSC. It is easier, if necessary, to carry out a reorganization in the form of a transformation.
What to look for when drafting a charter?
The second important issue, not of a procedural nature, for the registration of an IT company in Belarus will be the development of a charter. Of course, it is worth noting here that there is no special charter for an IT company. However, there are a number of aspects worth considering.
Firstly, since the main value, along with employees, in an IT company are the results of labor - objects of intellectual property. It is worth developing in the charter a special regime for approving transactions on the alienation of intellectual property. After all, sometimes it is difficult to find out whether this or that transaction is large. But all transactions, except for major transactions and transactions involving affiliated persons, can be carried out solely by the executive body of the company (director or managing / managing company).
The charter may provide for a restriction for the head to carry out any transactions with intellectual property objects that entail their alienation or the issuance of an exclusive license. Having established that such transactions can be made only with the consent of the general meeting of participants or the board of directors.
Also, the charter of an IT company often requires the use of such mechanisms as the disproportionate contribution to the charter capital of LLC by the share of the participant or the number of votes, as well as the share in profit. The use of these mechanisms also requires legal literacy; otherwise, certain provisions of the charter may be found to be contrary to law. Since the institution of options in the Republic of Belarus is developed only within the framework of the HTP, mechanisms for protecting the rights of founders-minoraties are also in demand.
Changes to the charter can be made later, but it should be remembered that in the future it may be more difficult to do this. Thus, registration of amendments to the charter is the prerogative of the head of the company. Which may not always have sufficient interest in this procedure.
What should be the size of the authorized capital of an IT company?
There is no minimum statutory fund for a limited liability company. However, the decision on the size of the authorized capital cannot be taken at random. Contribution to the authorized capital of a business entity is the main mechanism for investing in a company at the initial stage of its activity. It is especially important to correctly calculate the size of the authorized capital for a startup that does not yet have customers or secondary investors.
A loan as a way to finance an IT company
So beloved by Belarusian business, since it allows you to return the founders' investments by repaying a tax-free loan. Everything would be fine, but it is worth remembering that the HTP may not evaluate the applicant with a negative balance structure. Therefore, if the registration of the company also involves entry into the HTP, we advise you to make primary investments by contributing to the authorized capital of the company.
The founders of an IT company that does not plan to join the HTP after registration should remember that in the event of liquidation of a company with an outstanding loan, an object of taxation will be created as non-operating income. The arisen tax will definitely need to either be satisfied or go into bankruptcy with the possibility of bringing the founder and former head to subsidiary liability. The choice of how to invest in a newly created company is described in detail in our blog.
Is it necessary to register an IT company in OEM?
The HTP resident status offers IT companies significant benefits, including tax and administrative benefits. In general, these benefits bring working conditions closer to offshore ones. Although this does not mean that the process of joining the HTP is formal. The HTP administration, represented by the Expert and Supervisory Board, evaluates the business project submitted by the applicant not only in terms of economic feasibility, but also of the scientific and technical level.
New Activities and Startups
When deciding to join the HTP, a number of factors must be taken into account. Firstly, some activities are simply impossible to carry out outside the HTP. Such activities include the implementation of the activities of the operator of the crypto-exchange, the exchanger of crypto-currencies. To issue your own tokens as part of the ICO, it is not necessary to become an HTP resident. However, an HTP non-resident conducting an ICO in Belarusian jurisdiction must order the services of an HTP resident who is the organizer of the ICO.
The issue of accepting start-ups in the HTP is ambiguous. As a rule, HTP accepts companies that have ready-made customers, which can rarely be said about startups. However, lately, the HTP has been meeting with such companies under a number of conditions. For example, if a startup has received awards at national and international startup competitions or a team member is a well-known programmer in Belarus.
Is it possible to join ITP IT companies with technical support?
Despite the presence of such a type of activity as technical support in the regulations of the OEM, the administration of the OEM, based on practice, is not aimed at the adoption of companies for which this type of activity is predominant. In addition, technical support can only be provided for their own products.
However, technical support is often understood as the refinement of individual components of the finished product, the creation of normalizing utilities. Such activities can be considered not as technical support, but as custom software development.
If your type of activity is standard for HTP and you are ready to comply with the requirements for salary and revenue, have stable customers, then, of course, joining HTP should not be put off the bat, this procedure will not contain any unjustified risks.
For professional legal advice, call +375291102388 or e-mail: firstname.lastname@example.org.