Registration of legal entities

Opening a legal entity in Belarus

Small and medium-sized businesses form the basis of the developing economy of the Republic of Belarus. In addition, business in the field of IT technologies is the fastest growing segment in the entrepreneurial sphere, which, of course, is facilitated by the special legal regulation of this industry in the territory of the Republic of Belarus.

At the moment, it is possible to open an IT company in Belarus within a few days, and if the interests of the company’s owners are represented by a lawyer by proxy, then the registration of the company can be organized without the need to be present at the regulatory authority. This is especially true for foreign investors interested in starting a business in Belarus.

Open an LLC in Belarus

Of course, to organize business activities in the Republic of Belarus, it is necessary to decide on the choice of the organizational and legal form of the company, as well as to comply with all the necessary formalities when registering a business entity, so that in the future there will be no claims from regulatory authorities, and the procedure for resolving corporate conflicts if they arise is described in the constituent documents already at the stage of company creation. The most common form of business organization in Belarus is a limited liability company.

A limited liability company is a business entity, the number of participants of which does not exceed fifty, and the authorized capital is divided into shares. The participants of the company independently determine the size of the authorized capital, as well as the size of the shares of each of the LLC participants. Participants in an LLC can be both individuals and other business entities.

Registration of an LLC in Belarus, as a general rule, includes several stages:

• name approval;
• determining the location where the company’s executive body will be located;
• determining the size of the company's authorized capital;
• submission of documents for company registration to the regulatory authorities of the Republic of Belarus;
• registration of a legal entity with regulatory authorities.

Opening of R&D centers in Belarus in the HTP

In the Republic of Belarus, the IT sector is developing very rapidly. According to experts, the share of information technology in Belarus’ GDP will reach 10% by 2022. Special conditions for running an IT business are provided to residents of the High Technology Park (HTP).

HTP taxes

Residence in the HTP involves a number of tax benefits and preferences:

• 0% – VAT;
• 0% – income tax;
• 0% – offshore tax;
• 0% – customs duties on the import of technological equipment;
• 0% – tax on income of foreign organizations, including when selling their shares (stakes) in HTP resident companies;
• 0% – VAT and income tax on mining, purchase/sale and exchange of cryptocurrencies, other transactions with tokens;
• 0% – real estate tax - in relation to objects located on the territory of the HTP (with the exception of those leased by HTP residents);
• 0% – land tax - in relation to land plots within the boundaries of the HTP for the period of construction on them by residents, but not more than 3 years, of capital structures (buildings, structures) intended for the activities of HTP residents.

When paying salaries to developers, the employer withholds 13% of income tax, and must also calculate and pay fees to the fund for social employment and protection of the population, based on the average salary in Belarus. When dividends are paid to a foreign organization from a HTP resident, the income tax of foreign organizations is withheld in the amount of 5%.

Currently, HTP residents have the right to carry out 37 types of activities, including analysis, design and software of information systems, consulting organizations on commercial activities and management in order to increase their efficiency with the provision of services for integrated management of the development and implementation of integrated information systems and technologies, analysis information needs of legal entities and individual entrepreneurs (system analysis, business analysis), consulting on the use of information technologies for the purpose of innovation (reengineering) of business processes with the development of technical requirements for information systems and software, creation and training of neural networks and other algorithms in specialized sections of artificial intelligence and implementation of the results of this activity.

How to join the HTP?

The preparatory stage includes an analysis of the nature of future activities to determine their compliance with the types of activities that are available to HTP residents. The types of activities that a business entity plans to carry out will become the object of assessment by the HTP administration when deciding on the possibility of the company becoming one of the HTP residents. The main document required for joining the HTP is a business plan, which describes in detail the activities planned for implementation, forecasts regarding the company’s turnover, growth in the number of employees, and expected profits.

In addition, an application, copies of constituent documents, as well as, in some cases, additional documents, depending on the nature of the activity planned for implementation, are sent to the HTP administration.

Refusal to register at the HTP

Based on the results of reviewing the documents, the HTP administration makes a decision on registration as a HTP resident or on refusal of registration. In case of refusal, the HTP administration provides a reasoned justification for the reasons for the decision. However, the administration’s refusal is not an obstacle to resubmitting the package of documents for consideration after eliminating the deficiencies that the administration may point out.