Update on restrictions on the rights of foreign businesses to manage companies in Belarus

The Presidential Decree dated October 19, 2023 No. 326 introduced new restrictions (hereinafter – the “Restrictions”) on the exercise of the rights of participants in relation to legal entities of the Republic of Belarus, the participants of which are residents of “unfriendly” countries (hereinafter – “Restricted Companies”). The provisions of the Decree came into force on October 22, 2023.

Previously, restrictions on the rights of foreign business to manage companies in Belarus applied only to legal entities included in the relevant List approved by Resolution of the Belarus Council of Ministers dated July 1, 2022 N 436 “On the List of Persons.

Subjects and objects of restrictions

The subjects of restrictions are participants (shareholders) in companies registered in Belarus who have an affiliation with so-called “unfriendly” countries, as well as persons related to such states and persons controlled by them, regardless of their place of registration or place of predominant business activity.

The objects of restrictions are Belarusian legal entities whose participants are persons from “unfriendly” countries or whose participants are controlled by persons from “unfriendly” countries.

“Unfriendly” countries

• 27 EU Member States (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden);
• Albania, Australia, Canada, Iceland, Liechtenstein, Montenegro, New Zealand, North Macedonia, Norway, Switzerland, United Kingdom of Great Britain and Northern Ireland, USA.
  

Actions under Restrictions

• alienation of shares (parts thereof) and participation interests in the authorized capital of Restricted Companies by participants from unfriendly states, and
• alienation of real estate by property owners of Restricted Companies from unfriendly states, and
• alienation of real estate by Belarusian legal entities which are owned by participants from “unfriendly” states where the stake is at least 25%, and
• restructuring of companies (spin-off, split-up, merger, take-over, transformation)
• withdrawal of a participant / shareholder from the company

Conditions to perform restricted transactions

An interested person shall apply to the Council of Ministers of Belarus to obtain a special permit and pay a state fee in amount of not less than 25% of the market value of a corresponding transaction object - the alienated share in the authorized capital (shares) or real estate.

The market value of the corresponding object is assessed by a state owned certified appraiser.

Transactions made in violation of the above-mentioned requirements are void.