Selling a Belarusian IT company used to be a fairly ordinary corporate transaction. A buyer reviewed the books, the parties signed a share purchase agreement, the charter was amended, and the new owner took over. In 2026 the legal mechanics of a share transfer are still simple on paper, but the deal around them is not. Hi-Tech Park status, counter-sanctions rules, bank compliance and a thinner pool of buyers all shape how long a transaction takes and what it ends up costing.
The guide is aimed at founders who are planning to exit, foreign groups which are restructuring a subsidiary in Belarus, and investors who are considering a company based in Belarus. It explains how to decide on the deal structure, what a buyer should examine as part of the due diligence, the actual process by which shares in a Belarusian LLC are transferred, and what a realistic timeline will be from the first discussion to the completion of the transaction.
Three factors set Belarusian IT transactions apart from a standard share sale.
The first of these is the Hi-Tech Park regime. Since most of the country’s major IT companies are based in the HTP, a large part of their value comes from this status: they are exempt from corporate profit tax on qualifying income, are not subject to VAT on IT services sent abroad, have lower payroll costs and instead pay a 1% quarterly contribution rather than the normal tax. Because residency is held by the legal entity, the buyer is paying for a status that has to survive the change of ownership and must still be earned afterwards through compliance.
The second of these is the framework of counter-sanctions. According to Decree No. 93 of 14 March 2022, which was considerably amended by Decree No. 326 of 19 October 2023, people from “unfriendly” states are restricted in the way in which they can dispose of their shares in companies based in Belarus. The list of unfriendly states, adopted by the Council of Ministers in 2022, includes the member states of the EU, the United Kingdom and the United States, and others. The definition is wide in scope since it covers not only the citizens and companies of those states but also any organisation that they control, regardless of where that organisation is registered.
For such sellers, a share sale needs a Government permit and a payment to the local budget of at least 25% of the market value of the shares being sold. The company first orders a market valuation from a state appraisal organisation and then applies to the regional or Minsk City executive committee. Under the government permit procedure, the committee has 30 working days from receiving a complete file to decide, after which the State Property Committee prepares a draft Government resolution. A permit is valid for one year. If the price or the buyer changes, a new permit is needed, and the contribution paid for a share deal that later collapses is not refunded. A transaction closed without a permit is void, and the authorities can ask a court to confirm this for up to 10 years.
The third factor is banking. Belarusian banks screen ownership chains, payment routes and counterparties more closely than they used to, and a change of owner triggers a fresh round of KYC. Since the 2025 changes, dividends paid to persons from unfriendly states also require executive committee permission, even for small amounts, which affects how a buyer models its returns.
In almost every Belarusian IT transaction the answer is a share deal, and the reason is HTP status. Residency is granted to a specific legal entity under Decree No. 8 and cannot be moved to another company. When a buyer acquires the shares, the resident company stays exactly as it was, with its employment contracts, client agreements, bank accounts and tax history intact.
An asset deal works differently. The buyer takes the intellectual property, the team and the client contracts into its own entity. That entity then needs its own HTP residency, which usually takes four to six weeks once the application reaches the Supervisory Board. Every employee has to move under a new contract, and every client contract has to be reassigned with the counterparty’s consent. Asset deals make sense mainly when the buyer wants to leave historical liabilities behind, or when the selling entity has compliance problems serious enough to put its residency at risk.
The legal structure of the company is also important. Since most Belarusian IT companies are limited liability companies (LLCs), ownership is shown in the form of shares in the charter capital and any transfers are made in accordance with the Law on Business Companies. In the case of a joint stock company, the shares are considered securities and therefore the transfer has to take place through a depository account with the addition of the relevant securities law formalities. The remainder of this guide is concerned with LLCs since that is where almost all IT transactions take place.
Due diligence on a Belarusian IT company covers the usual corporate, tax and commercial ground, but some areas carry more weight here than elsewhere. A buyer who limits the review to the financial statements will miss most of the real risk.
The company’s history and the ownership of the shares should be checked by referring to the charter, the entry in the Unified State Register, and all previous changes to the list of participants. With regard to each earlier transfer, it is necessary to verify that the pre-emptive rights had either been respected or formally waived, since a participant whose rights were not observed could afterwards claim the buyer’s position in a court of law. Also look for any clauses in the charter which prohibit transfers to third parties or place a limit on the size of any one stake, and find out whether an individual seller needs their spouse’s consent.
HTP compliance. Ask for the approved business plan, the resident’s reports to the Supervisory Board Secretariat and proof that the 1% quarterly contributions were paid. Compare actual revenue streams with the activities listed in the business plan. Income from activities outside that scope does not get HTP treatment, and losing residency can lead to tax reassessments for past periods.
Intellectual property. Software written by employees must have passed to the company under properly drafted employment terms, and work done by contractors needs a written assignment. Many groups keep their IP in a holding company abroad and license it to the Belarusian entity. In that case, review the licence terms and the royalty payments to the foreign parent, because the buyer needs to know whether it is acquiring the code or only the right to use it.
People. In an IT business the team is the asset. Map the key engineers and managers, their notice periods, any non-compete and non-solicitation undertakings, and option or bonus promises made in side letters. HTP residents can use English-law-style instruments such as option agreements and non-competes, but only if they were set up correctly in the first place.
Tax, accounting and transfer pricing. Review the profit tax and VAT position on any non-HTP income, the payroll contributions and intercompany charges such as management fees and royalties. Undocumented intra-group services are a frequent source of tax adjustments.
Sanctions, currency and banking. Screen the ownership chain, major clients and payment counterparties. Check whether any participant is a person from an unfriendly state, since that alone changes the timetable. Review the bank relationship and any currency control issues on incoming foreign revenue.
For a seller, the same list works as a preparation checklist. A vendor due diligence report prepared before going to market shortens the buyer’s review and leaves less room for price renegotiation.
The mechanics of selling a share in a Belarusian LLC are set out in Articles 97 to 101 of the Law on Business Companies and in the company’s own charter. The charter matters as much as the law, because it can tighten most of the default rules.
Pre-emptive rights. The other participants have a pre-emptive right to buy the share at the price and on the terms offered to the outside buyer, and the charter may give the company the same right. The seller sends written notice to the participants and the company, stating the price and other terms. The charter sets the response period, which cannot exceed 30 days from the notice, and silence over that period is treated as consent to the sale. If the procedure is breached, the other participants or the company have three months to ask a court to transfer the buyer’s rights and obligations to them. In practice, the parties save time by collecting written waivers from every participant at the outset.
Form of the contract. The share sale agreement is made in simple written form. Notarisation is required only if the charter or the parties themselves call for it, which is a key difference from Russia, where every LLC share transfer goes through a notary. Corporate sellers should also check their own internal approvals, including related-party and major-transaction rules.
Agreement required under anti-monopoly rules. When it comes to larger transactions, prior approval from the Ministry of Antimonopoly Regulation and Trade is necessary. Since the amendments of 2024, the thresholds have been set at 200,000 base units of balance-sheet assets and 400,000 base units of annual revenue, with these figures being based on either the target company or the acquirer. While most mid-sized IT companies are below these thresholds, a large acquirer should still check early on.
The closing and registration process begins with the company receiving written notice of the transfer, together with evidence of the sale. The general meeting then approves an amendment to the charter which includes the new participant, and this amendment is submitted to the registering authority. Since changes to the charter come into effect for third parties from the date of registration, the buyer should not consider the transaction to be complete until that entry has been made.
Post-closing notices. A new owner is also a beneficial ownership event. The company updates its internal records, and the bank expects to be told within the period set in the account agreement, commonly 10 to 30 days.
Tax on the sale. HTP residents offer a notable advantage here: income of foreign organisations from selling shares in an HTP resident is taxed at 0%. Outside the HTP, a foreign corporate seller pays Belarusian tax on income of foreign organisations, calculated on the gain. Treaty relief may not help sellers from unfriendly states, as Belarus has suspended double tax treaties with dozens of countries, a measure currently set to run until the end of 2026. Individual sellers should check their position under the Tax Code, which depends on tax residency and holding period.
A clean share sale with no unfriendly-state link usually takes two to four months from a signed term sheet to registration. Where the seller needs a Government permit, six to nine months or more is a safer plan.
| Stage | Typical duration | What drives it |
| Preparation and vendor due diligence | 2–6 weeks | State of corporate records, HTP reporting and IP documents |
| NDA and term sheet | 1–3 weeks | Price mechanism, exclusivity, key conditions |
| Buyer due diligence | 3–8 weeks | Size of the business, number of group entities, quality of the data room |
| Share purchase agreement | 2–6 weeks, often alongside due diligence | Warranties, indemnities, escrow, conditions to closing |
| Pre-emptive rights | Up to 30 days, or a few days with written waivers | Number of participants, charter wording |
| Antimonopoly consent, if required | Several weeks | Thresholds, completeness of the filing |
| Government permit for an unfriendly-state seller | 3–6 months or longer | Valuation, executive committee review, Government resolution |
| Signing, payment and charter registration | 1–2 weeks | Payment route, bank compliance checks |
| Post-closing updates | 10–30 days | Bank notice, beneficial ownership records, HTP reporting |
These ranges come from practice rather than statute. The permit stage is the least predictable, because the executive committee’s 30-day clock starts only once it holds every document it asks for, including those it requests along the way.
Most delays in Belarusian IT deals start on the seller’s side, and nearly all of them can be avoided with a few months of preparation.
Start with the corporate file. Make sure the charter reflects the current participants, past transfers are properly documented and outdated clauses that could block a sale are removed. Bring HTP reporting up to date and reconcile the business plan with what the company actually does. Buyers move faster when financial statements, payroll records and intercompany agreements are complete, and companies that already rely on specialist accounting for HTP residents tend to have this in order before the data room opens.
Then deal with the pitfalls that come up most often:
No, unless the charter or the parties require it. The law sets simple written form for the contract. The transfer still has to be reflected in an amended charter, which is registered with the registering authority.
Yes. In a share deal the residency remains with the company since the legal entity does not change. The new owner has to keep the company within the approved business plan and fulfil the reporting obligations, or the status can be lost.
A straightforward share sale typically takes two to four months from term sheet to registration. If the seller is a person from an unfriendly state, the Government permit adds several months, so six to nine months is a more realistic plan.
Citizens and companies of the states on the Council of Ministers list, which includes the EU member states, the UK and the US, as well as any company they control, wherever it is registered.
Income of foreign organisations from selling shares in an HTP resident is taxed at 0%. This does not remove the separate contribution of at least 25% of market value that applies to sellers from unfriendly states.
An up-to-date charter and register extract, documents for every past share transfer, the HTP business plan and reports, the IP assignment chain, key employment contracts, intercompany agreements and at least three years of financial statements.
Buying or selling an IT company in Belarus is still very possible in 2026, and the share transfer itself remains one of the simpler parts of the process. The real work sits around it: protecting HTP status, proving clean title and IP ownership, running the pre-emptive rights procedure properly and, where an unfriendly-state party is involved, securing a Government permit before anything else can close.
The deals that close on schedule are the ones that start early. Sellers who tidy their records before going to market keep their negotiating position, and buyers who plan for the permit and banking stages avoid unpleasant surprises late in the process.
If you are preparing an exit or assessing a Belarusian target, contact our team to review the company’s corporate, HTP and accounting position before the first conversation with the other side.
