How to Form the Charter Capital of the Belarusian Legal Entity, if the Founder is a Foreign Company

Option #1. Authorize a representative in Belarus to transfer/deposit the required sum to the current account on behalf of the foreign company (FC).

Things to keep in mind:

1. The authorisation of a representative is completed via the creation of the protocol of the Assembly of the founders or some other legal document.
2. The sum. If the sum of the charter capital is 100 rubles or 1000 rubles, there will be no issue. If the sum of the charter capital CC is 50 000 rubles, questions may arise.
3. Mutual settlements between the foreign company and the representative in Belarus - there may be difficulties later on when completing revision with the founder, since from our experience these transactions do not show up in the foreign company’s records for some reason.

How does one form the CC? 

 Note: the CC is created in Belarusian rubles

1. Into the cash register of the company

 When depositing the money in the company’s cash register, it is necessary to issue a cash receipt order (CRO) with the purpose "Formation of the authorized fund on behalf of [ХХХХХ] according to [document]”. Next, the money needs to be spent from the cash register of the company or deposited onto the current account by the representative of the Belarusian legal entity.

2. Onto the current account of the company. 

Such an account needs to be created in advance. The charter capital is created in Belarusian rubles.

The money can be deposited onto the current account via:

• the mobile app of the individual, if the trustee is an individual,
• cash at any bank/post office.
• the current account of the legal entity, if the trustee is a legal entity.

In all of the mentioned cases the purpose of the payment must be stated as: “The formation of a charter capital on behalf of [XXXXX] according to [document]”.

Option #2. Complete a transfer onto the current account of the Belarusian legal entity independently

A seemingly much easier route. One would think that all it takes for the foreign company is to make a payment order, send the money and that’s all. However, there are some nuances here too.

A few introductory points for your understanding:

• the exchange rate that is set by the National Bank of Belarus changes every day,
• it may take from 1 to 10 days for the money to transfer,
• the bank may request a commission,
• money is usually sent in foreign currency, but not in Belarusian rubles.

The conclusion is simple: to determine the exact sum of money in foreign currency, needed for the creation of the charter capital, is very difficult and often impossible.

We recommend you to send the money in foreign currency with some reserve. When the money arrives to the current account, the accounting will demonstrate the part of the sum as the charter capital (CC) and the rest will be either:

• returned to the founder (if the sum is somewhat large),
• written off as the difference in exchange rates,
• or written off at the end of the year as a result of the revision with the founder.

In the purpose of payment you must specify: ”Capital formation according to ______________” or “formation of the statutory fund according to _____________”.

If you need help, feel free to contact our team through e-mail.