The Edict No. 326 of October 19, 2023 (the main provisions came into force on October 22, 2023) has amended the Edict No. 93 of March 14, 2022 “On additional measures to ensure the stable functioning of the economy” regarding the procedure for alienation of Belarusian companies shares by persons from “unfriendly countries”.
Besides, newly restrictions on alienation of real estate property by local companies if their shareholders composition consists of persons from “unfriendly countries” have been introduced.
Transactions with shares and real estate property with restrictions involving persons from “unfriendly countries”:
- Sale of shares in the authorized capital of local companies by foreign persons
- Withdrawal (exit) of foreign persons from LLCs, ALCs
- Reorganization of local companies where shareholders are foreign persons
- Sale of real estate property by companies (LLC, CJSC, ALC, OJSC) if foreign person owns 25% or more of the company’s authorized capital, as well as by unitary enterprises owned by foreign persons.
Conditions for implementation of metioned transactions with participation of persons from “unfriendly countries”:
1. Obtaining permit from the Council of Ministers.
Permit is required to be obtained by any foreign person, provided that such person is a person from “unfriendly country”, regardless of the presence of such person in the List of Persons approved by Resolution of the Council of Ministers of Belarus dated 01.07.2022 No. 436 (as amended and supplemented from 12.10 .2023).
2. Payment a fee 25% of the market value of shares/real estate property to the regional budget.
To determine the market value of shares/real estate property, a mandatory independent assessment must be carried out.
Thus, starting from October 22, 2023, conditions for implementation of transactions for alienation of shares /other corporate actions to exit the business by persons from “unfriendly countries”, as well as alienation of real estate property by companies with participation of persons from “unfriendly countries”, will be obtaining a permit from the Council of Ministers and payment a fee 25% of the market value of the alienated property to the budget.
Art Legal experts have extensive experience in supporting businesses and companies with foreign participation on issues of corporate law, M&A transactions and reorganization.
If you have any additional questions, as well as need for advice and support for purchase and sale transactions, please contact us.
