Choosing the right legal structure is one of the key decisions when setting up an IT company in Belarus. It affects not only how the business operates but also taxation, investment opportunities, accounting requirements, and the legal liability of the participants.
Belarusian legislation offers entrepreneurs several legal entity options suitable for the IT sector — each with its own specifics, advantages, and limitations. The most in-demand forms remain limited liability companies (LLC), private unitary enterprises (PUE), and joint-stock companies (JSC). The optimal choice depends on the company’s goals, planned business scale, number of founders, and development strategies.
In this article, we will review the types of legal entities available for IT companies in Belarus, the legal forms suitable for joining the High-Tech Park (HTP), and the factors to consider when making a choice. Our experts provide full-cycle legal support for establishing and registering IT companies, helping avoid mistakes and efficiently structure your business.
Main Types of Legal Entities for IT Business in Belarus
Choosing the legal structure is an important stage in creating an IT company in Belarus. In practice, three main legal entity types are most widely used: limited liability companies (LLC), private unitary enterprises (PUE), and joint-stock companies (JSC). Each form has its own features that can significantly impact the company’s operation and growth.
Limited Liability Company (LLC)
An LLC is the most popular legal form for IT companies in Belarus.
Key features:
- Number of participants: from 1 to 50, making it convenient for small and medium-sized businesses.
- Authorized capital: no minimum requirement, contributions can be made in cash, property, or property rights.
- Liability: participants bear the risk of losses only within the value of their contributions to the authorized capital.
- Flexibility: simple management structure and the ability to promptly change participants.
- Investment attraction: LLCs can admit new participants, which enables business development through external funding.
- Management: the highest governing body is the general meeting of participants, and the executive body is the director.
LLC is the most suitable option for startups, software developers, and companies planning to become HTP residents.
Private Unitary Enterprise (PUE)
PUE is another legal form sometimes chosen for IT businesses.
Main characteristics:
- Single founder: PUE can be established by one individual or legal entity.
- Liability: the founder is personally liable with all their property if the company’s assets are insufficient.
- Management: the founder independently makes all business decisions.
PUE is suitable for individual entrepreneurs transitioning to a more formal structure or for small companies where the owner wants to retain full control. However, due to higher personal liability risks, PUE is rarely used for large-scale IT projects.
Joint-Stock Company (JSC)
IT companies aiming for scaling and investment attraction through share sales may opt for a joint-stock company. Its authorized capital is divided into shares of a fixed nominal value.
Two types of JSC:
Open Joint-Stock Company (OJSC):
- Shares can be freely traded on the market, allowing investments from an unlimited number of investors.
- Suitable for large projects planning a public offering (IPO) or large-scale investment attraction.
- Minimum authorized capital — 400 base units (approx. €4,926).
Closed Joint-Stock Company (CJSC):
- Shares are distributed among a limited number of founders.
- Sale of shares to third parties is allowed only under specific rules (e.g. with the consent of other shareholders).
- Convenient for IT companies where control over participants is important.
- Minimum authorized capital — 100 base units (approx. €1,230).
JSCs are typically chosen by large IT companies or startups at the active investment stage.
Specifics of Choosing a Legal Form for HTP Residency
The High-Tech Park (HTP) is a unique legal framework in Belarus designed to promote the development of the IT sector and high-tech industries. HTP residents enjoy significant advantages, including tax benefits and simplified business conditions. However, specific requirements must be met to become an HTP resident, including selecting an appropriate legal form.
What legal entities can become HTP residents?
To obtain the status of a resident of the High Technologies Park (HTP), a legal entity must be registered in accordance with the legal regulations of the Republic of Belarus and meet a number of criteria established for the park’s residents.
Legal entities eligible for HTP residency:
- Limited Liability Company (LLC)
The most popular option for IT companies applying for HTP residency. It offers management flexibility and limited liability, making it an attractive choice for most startups and medium-sized businesses — ideal for software development, IT services, or innovation projects. - Private Unitary Enterprise (PUE)
While a PUE can register as an HTP resident, it’s less common among IT companies since it has a single founder, limiting investment opportunities. Still, it can be a suitable option for small projects or individuals planning to develop software or tech solutions. - Joint-Stock Company (JSC)
Typically chosen by large IT firms or startups aiming to attract significant investment through share issuance. It can be either open (OJSC) or closed (CJSC). A JSC allows capital attraction and business scaling, essential for ambitious projects with international aspirations. - Other legal entity forms
Although other legal entity types may also apply for HTP residency depending on current legislation, for most IT companies, the above-listed forms are the primary options.
Recommendations for Choosing a Legal Form to Join the HTP
Before selecting a legal form for your IT company, we recommend consulting with specialists. Our legal experts will help you choose the most suitable type of legal entity based on your business goals, structure, investment potential, and other relevant factors. We will also assist you in properly registering your company and obtaining HTP resident status, taking into account all applicable requirements and benefits.
Factors Influencing the Choice of Legal Form for IT Companies
Choosing the legal form of business for an IT company is an important and multifaceted process that impacts many aspects of its operations and development. It is essential to consider various factors that can significantly affect the company’s future performance, financial stability, and ability to attract external resources. Let’s take a look at the key factors to consider when choosing a legal form for an IT business.
1. Number of Founders
The number of founders is one of the key factors that determines the choice of a company’s legal form.
- For a sole founder:
A PUE is suitable for a single founder managing the business alone. It’s ideal for individual entrepreneurs or small IT companies where no external investors or complex management delegation is needed. An LLC can also be established with a single participant. - For multiple founders:
An LLC is optimal for companies with several participants sharing liability and profits. It can include 1 to 50 participants, ideal for startups and medium-sized companies. Liability is limited to contributions, minimizing individual risk. - For many participants and investors:
If attracting multiple investors or building a complex corporate structure is planned, a JSC should be considered, especially for large-scale IT projects involving multiple major investors and public share placements.
2. Planned Investment Volume
The planned volume of investments plays a crucial role when choosing a legal form, as different types of business structures offer varying opportunities for raising capital.
- Small and medium investments:
An LLC or PUE is suitable for small-scale investments (e.g. startups or small IT initiatives). These forms offer flexible capital management without complex fundraising procedures, which is convenient in the early stages. - Large investments and external capital:
To attract major investments from private or venture capital firms, a JSC is preferable. OJSC or CJSC can issue shares, raising significant capital and enabling IPOs (Initial Public Offerings). These companies require a more formalized management structure and reporting standards.
3. Company Management Requirements
The management requirements of a company vary depending on the chosen legal form. This applies to both the management structure and the decision-making procedures.
- LLC: Managed by a general meeting of participants and a director. It’s a flexible structure suited for small and medium IT firms, without the need for multiple management bodies, enabling quick decision-making and market adaptability.
- PUE: Managed solely by the founder, minimizing bureaucracy and allowing quick business decisions — ideal for sole entrepreneurs and small projects.
- JSC: Features a more complex management structure with a general meeting of shareholders, a board of directors, executive bodies, and others. This structure is suitable for large companies and those seeking to attract investors or list on stock exchanges.
4. Development Prospects and International Expansion
Development prospects and international expancion are long-term goals that should be taken into account when choosing a legal form. Depending on the company’s expansion strategy and its plans for entering international markets, the choice of legal form can significantly affect the company’s flexibility and opportunities.
- LLC: Ideal for companies focusing on local or regional markets. Suitable for IT firms specializing in software development, consulting, and other business processes. However, challenges might arise when expanding internationally or attracting large investors.
- PUE: Best for small, local projects without plans for large-scale international growth. For large international businesses or global business expansion, a PUE can be too limiting.
- JSC: If your IT company has ambitions to enter international markets, attract a large number of investors, or even conduct an IPO, the joint-stock company (JSC) structure offers the greatest opportunities. It provides a way to raise capital through the issuance of shares, expand an international network, and enter foreign markets. The corporate structure of a JSC and its ability to work with major investment funds make this legal form preferable for large and ambitious projects.
Conclusion
Choosing the right legal form for an IT company in Belarus is a strategic decision that affects business management convenience, growth prospects, investment attraction, and market expansion. When selecting a form, it’s important to consider the number of founders, planned investment volumes, management requirements, and long-term development goals.
For IT businesses, the most popular forms remain Limited Liability Companies (LLC) and Private Unitary Enterprises (PUE), though in some cases, it’s worth considering a Joint-Stock Company (JSC), especially when planning large-scale investment and scaling.
If your company intends to become an HTP resident, it’s also essential to meet the legal entity requirements for HTP participation.
To avoid mistakes during business creation and registration, we recommend seeking professional advice from lawyers experienced in supporting IT companies. The SPEX team will provide expert assistance at all stages — from choosing the optimal legal form to registering the company and preparing documentation for HTP residency.
Contact us — we’ll help you build a solid foundation for your IT business’s successful development in Belarus and beyond!
How to contact us
For more information or consultation on matters related to types of legal entities for IT companies in Belarus, do not hesitate to contact us. We are here to help and support you.
Phone and email communication options are available for your convenience:
- +375293664477 (WhatsApp/Telegram/Viber);
- info@spex.by.
