Under the amended Law on Companies, a company may be established by one founder or may have one shareholder (including in cases where a company with one shareholder has been established as the result of reorganisation). At the same time, a company with one shareholder may not establish another company where it remains the sole shareholder. These amendments should have a positive effect on establishment, management, and overall activity of companies in Belarus:
Simplified procedure for company formation
A decision on company formation is made solely by its founder. Hence, no need arises to hold a founders’ meeting, to conclude a special agreement on company formation, or to organise a founding meeting.
Simplified company management
Since the shareholders’ meeting acts as the supreme management body of a company, the need to call and hold a shareholders’ meeting no longer exists. These amendments allow to reduce the time needed for making decisions on key issues of company operation and to avoid time-consuming procedures of calling and holding shareholders’ meetings.
Simplified sale of a unitary enterprise
Currently, a unitary enterprise can be sold either by way of sale of a registered set of assets or as the result of reorganisation of a unitary enterprise into a limited liability company and subsequent sale of its shares.
Previously, the latter option has always required involvement of a second shareholder due to legislative restrictions on the minimum number of shareholders as well as subsequent sale of the second shareholder’s share. Nowadays, a unitary enterprise may be reorganised into a limited liability company without engaging the second shareholder and its 100% shares may be transferred to a third party.
At the same time, the amended Law on Companies made it impossible for a sole shareholder to exit from a limited liability company. The sole shareholder may terminate its shareholding only by disposing of 100% shares or liquidating a company.
