Opening a business by residents of Russia
The following is an overview of the procedure for the provision of legal services for the registration of a legal entity, in particular a Limited Liability Company, in the Republic of Belarus by a citizen / citizens or a legal entity / persons of the Russian Federation with the involvement of legal services by our organization.
The main question when registering an LLC by residents of the Russian Federation is whether there are any restrictions for Russians to open a business in the Republic of Belarus?
The answer is simple - no. Any Russian individual or legal entity can become a founder of a Belarusian LLC.
What information is needed to register a legal entity in Belarus?
- Several variants of the name of the organization. If you offer only one variant of the name, then the probability of refusal to approve the name increases and, accordingly, the registration of the organization may be postponed for at least one working day.
- The size of the authorized capital (Please note: the minimum size of the UV is not set). To participate in tenders, wholesale trade, when joining the hi-tech park, we recommend setting the size of the authorized fund at least 2,000-3,000 Belarusian rubles (60,000-90,000 Russian rubles), since the size of the authorized fund must be reflected in the charter, which is often requested by government agencies to coordinate participation in tenders, wholesale trade, when joining the hi-tech park and in many other cases.
- Information about the future director. It is necessary to decide on the candidacy of the director, whose presence is necessary from the moment of creation of the organization (to open an account, certify documents and work with government agencies (administration of the hi-tech park). When choosing a director, it should be borne in mind that the director of a Belarusian organization may also be a citizen of the Russian Federation and the EAEU, for whom there is no need to obtain additional special permits.
Please note that for non-residents of the Republic of Belarus, we offer our candidacy as a management organization (company) – an analogue of the director. Assuming the status of a management organization also involves the implementation by our organization of representative, legal, personnel, accounting functions with periodic reporting to the founders of the organization.
- Legal address (Requirements for the legal address of the organization: must be located in non-residential premises, a guarantee must be provided for the provision of the legal address of the organization from the moment of its registration).
- The ratio of the distribution of shares in the event that the organization has several founders.
- Definition of the type of activity of the organization
Secondary information (can be solved after the moment of registration):
- Bank selection. If the founders - residents of Russia do not have preferences in choosing a particular bank, then we open accounts with Alfa-Bank CJSC. When making settlements with the subjects of the Russian Federation, it is preferable to open an account with Alfa-Bank CJSC, BPS-Sberbank OJSC. When making settlements with subjects of European countries, it is advisable to open an account with Priorbank OJSC. When working only in Belarus, there are no fundamental differences between banks, the management of the current account is possible remotely via a USB flash drive of the client bank, in particular, Alfa-Bank CJSC has the ability to manage the account through a mobile application. Please note that in the case of opening an account with another bank, except for the three above, we cannot guarantee the promptness and correctness of opening an account.
- The choice of the form of subsequent work: with or without the use of printing. Due to the entry into force of Decree No. 7 of November 23, 2017, from February 23, 2018, legal entities have the right not to use the seal.
- Selecting a print sketch (if the organization has decided to work with printing). You should tell us which print design you would prefer for the order.
- The choice of an accountant, the taxation system, the settlement of personnel issues. Under the general taxation system (18% of profit + 20% VAT), an accountant working on outsourcing or in the staff of the organization is required (please note that our organization also provides accounting services – there are qualified accountants in the staff of our organization). With the USN – 5% of revenue or 3% of revenue + 20% VAT, there is no requirement to have an accountant. The choice of the optimal taxation system depends on the planned type of activity of the organization, since there are exceptions and restrictions on both taxation systems, in connection with which we advise you to consult beforehand either with specialists of our organization or with any other qualified specialist.
Required documents for registration:
Let's consider two options for carrying out the registration procedure of the organization – with the personal presence of the individual founders in the registration authority of Belarus or remotely by providing a power of attorney to the employees of our organization:
- In the presence of natural persons - founders, it is enough for them to have the original passport (internal or foreign passport, since the type of passport provided to the registration authority is not essential). A copy of the passport must first be sent to us electronically to prepare a package of documents for registration. One day of personal presence of the founders is enough to submit documents to the registration authority, but if one of the persons is the director of the organization, then the personal presence of such a person is required for at least two working days to open a bank account and receive a client bank. If the director is another person, then it is necessary to send a copy of his passport by e-mail in advance. Nevertheless, in case of emergency situations, it is always possible to promptly make a power of attorney in Minsk to one of the employees of our organization so that we can complete registration and perform post-registration actions for a legal entity.
- Remotely. It is necessary to send us the following documents by expedited mail (EMS, DHL – delivery speed 2-3 days) to our address:
- If the founder is an individual, then it is necessary to send a notarized copy of the passport and a power of attorney. Sometimes notaries require a copy of the lawyer's passport, you can request it in advance before visiting the notary.
- If the founder is a legal entity, then you will need a notarized power of attorney (the draft of which is in the appendix to this article) and an extract from the Unified State Register of Legal Entities (original with an official stamp no older than six months). Please note that the authorized person who issued the power of attorney and the person indicated in the extract from the Unified State Register of Legal Entities must match.
Important rule: if a Russian legal entity has only one individual or legal entity as a part of the founders, then it cannot be the only participant of the Belarusian legal entity, that is, it will be necessary to add at least one more participant (it is possible to add a participant with a 0.01% share) either to the Russian legal entity or to the Belarusian one. Nevertheless, from 04/28/2021, the Law of the Republic of Belarus No. 95-Z of 05.01.2021 "On Amendments to Laws on business companies" enters into force, according to which an organization will be able to have another economic community consisting of one participant as the sole participant.