Source-cited draft: company formation & entity choice for Belarus (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
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Overview
Foreign and local investors most commonly form a limited liability company (OOO) in Belarus. Registration is handled through the state registration system, with no general minimum share capital for most LLCs.
Limited liability company (OOO)
Most common form; members liable only up to their contributionsLaw on Business Companies of the Republic of Belarus
Additional liability company (ODO)
Like an LLC but members bear additional liability up to a multiple of their contributionsLaw on Business Companies of the Republic of Belarus
Joint-stock company (OAO / ZAO)
Open or closed joint-stock company with share capital divided into sharesLaw on Business Companies of the Republic of Belarus
Individual entrepreneur (IP)
Sole-proprietor registration for individuals carrying on businessCivil Code of the Republic of Belarus
Minimum share capital (LLC)
No statutory minimum; founders set the charter capital amount (can be nominal, e.g. BYN 1)Law on Business Companies of the Republic of Belarus
Capital contribution deadline
Charter capital to be contributed within 12 months of registration (longer periods may apply to companies with foreign capital)Law on Business Companies of the Republic of Belarus
Registration authority
Local executive committee / administration as state registration body (Unified State Register of Legal Entities)Decree on State Registration and Liquidation of Business Entities
Incorporation timeline
Registration typically completed within about 1 working day for the entry, with practical setup around 7-10 working daysDecree on State Registration and Liquidation of Business Entities
Core incorporation steps
Reserve company name, adopt charter, pay state duty, file for state registration, register with tax/FSZN, open bank accountDecree on State Registration and Liquidation of Business Entities
State registration duty
A state duty (denominated in basic units) is payable on registrationTax Code of the Republic of Belarus (State Duty)
Annual compliance
Maintain statutory accounting, file periodic VAT/profit tax returns, file FSZN reports, and hold annual members' meetingLaw on Accounting and Reporting of the Republic of Belarus
Statutory audit
Mandatory audit applies to certain large companies, JSCs and entities meeting size/revenue thresholdsLaw on Auditing Activities of the Republic of Belarus
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