You decided to set up a subsidiary in Belarus without relocating anyone. The engineering team will hire locally, the parent will fund from abroad, and the day-to-day will be handled by a Minsk-based management company. On paper this is a clean setup. In practice, it works only when the delegation is drafted precisely — because a Belarusian power of attorney is not a generic authorisation, and Belarusian corporate law reserves a specific list of decisions to the shareholder that no attorney-in-fact can sign for.
This is where most foreign founders get tripped up. A management company can run almost every operational function of your Belarusian entity. It cannot vote your shares, amend your charter, or resolve to liquidate the company. That line is fixed in the Civil Code and the Law “On Business Companies”, and it does not move because a POA says otherwise.
The rest of this article walks through how remote delegation actually works in Belarus — what a management company handles under a services agreement, what a power of attorney can extend to specific individuals, and where the shareholder must personally decide, regardless of where they live.
Foreign founders often use “power of attorney” as shorthand for the whole delegation stack. In Belarusian legal practice these are two distinct instruments doing two different jobs.
The first is the management services agreement which is a commercial contract between the shareholder and a Belarusian management company that transfers the executive body function of the subsidiary to the company. Instead of hiring a director on the local payroll, the shareholder resolves to appoint the management company as the executive body. From that moment, the management company signs contracts, files tax returns, manages employees, and represents the entity before regulators — not on the basis of a POA, but on the basis of its statutory role.
The second is the power of attorney which is a unilateral document issued either by the shareholder or, later, by the management company acting as executive body. A POA authorises a named person to perform specific acts: sign a lease, open a bank account, file registration documents, represent the shareholder at a general meeting. It is narrower and more surgical than the management agreement.
Getting the two right in combination is what makes remote management workable. A management agreement without a supporting POA leaves gaps at incorporation and at every subsequent shareholder-level action. A POA without a coherent management agreement means someone in Minsk is signing things with no operational framework behind them which is exactly what banks and registration authorities push back on.
Once a management company is appointed as the executive body, the scope of what it lawfully handles is broad. In practice, it covers the entire operational surface of the subsidiary.
Day-to-day corporate operations. Signing commercial contracts, executing supplier agreements, representing the company before the tax authorities, filing statutory reports, and interacting with the Ministry of Justice on post-incorporation changes that fall within the executive body’s competence.
Banking and cross-border payments. Operating corporate accounts, executing payment orders within currency control rules, preparing supporting documentation for the National Bank, and reconciling multi-currency flows. Even the initial bank account opening is routinely handled by a management company or a notarised POA holder — no shareholder needs to fly in.
Employment and HR. Hiring and terminating staff, signing labour contracts under the Labour Code, executing civil law contracts with contractors, submitting reports to the Social Security Fund, and managing work permits for foreign hires joining the Belarus office. All of this sits inside what the executive body may do.
Tax and accounting. Preparing and filing corporate profit tax returns, VAT returns, payroll tax filings, and for High Tech Park residents the specific reporting required to maintain preferential status.
Registration and licensing actions. Applying for HTP residency, submitting amendments to the state register, and executing routine filings that keep the entity in good standing. The incorporation itself is typically executed under a notarised POA issued by the foreign shareholder, so neither the founder nor any parent-company executive needs to be physically present.
Litigation and dispute representation. A management company, acting as the executive body, appoints legal counsel and represents the entity before the Economic Court in commercial disputes.
There is a practical rule that helps foreign founders think about the boundary: anything the executive body of a Belarusian LLC is authorised to do, a management company acting as that executive body may also do. That covers almost everything a foreign shareholder actually cares about on an operating basis.
The list of matters reserved to the shareholder — the general meeting of participants, or, in a single-participant LLC, the sole participant — is narrow but firm. These decisions cannot be lifted off the founder’s desk by any POA or management contract.
Under the Law “On Business Companies” and the Civil Code of the Republic of Belarus, the following belong to the exclusive competence of the general meeting and cannot be delegated to any executive body or attorney-in-fact:
For each of these, the shareholder, which is a foreign parent company or an individual founder, must produce a written resolution. In the case of a foreign parent, that resolution is a corporate act of the parent, signed by whoever has authority under the parent’s own constitutional documents, then notarised, apostilled (or consular-legalised), translated into Russian, and the translation notarised in Belarus.
A common mistake is to grant a POA that purports to give the attorney-in-fact the right to “vote on all matters at general meetings of participants.” Belarusian law permits representation at a general meeting by proxy — but only for the mechanical act of voting on a specific resolution the shareholder has already decided. It does not permit the attorney-in-fact to decide on charter amendments or capital changes on behalf of the foreign parent. The distinction between conveying a decision and making one is enforced strictly.
A POA that is legally invalid in Belarus is worse than no POA — it produces documents that are later challenged, filings that are rejected, and, occasionally, transactions that unwind. Foreign founders should know the four requirements that determine whether a POA works.
Notarisation. A POA issued abroad for use in Belarus must be executed before a notary. Under Presidential Decree No. 1 of 16 January 2009, which governs state registration of legal entities, notarisation is treated as super-imperative — no other form of certification substitutes. If the foreign notary’s certifying inscription does not clearly identify the signatory’s capacity, Belarusian registration authorities will refuse the document.
Legalisation. For countries party to the Hague Apostille Convention of 1961, an apostille from the competent authority in the country of issue is required. For non-Hague countries, consular legalisation through a Belarusian embassy is required instead. Skipping this step means the document has no legal force in Belarus.
Translation. The POA and its legalisation must be translated into Russian or Belarusian by a licensed translator in Belarus, and the translation must be notarised locally. Foreign translations, even if certified abroad, are not accepted.
Validity period. A POA is valid for a maximum of three years from the date of issue. If no term is specified, the default is one year. A POA without a date of issue is void. Foreign founders often draft POAs with indefinite duration; these are invalid in Belarus and will be rejected.
Beyond these four, one further point catches out large corporate shareholders: the signatory’s authority must be clearly demonstrated. Where a foreign parent has a collective management body, Belarusian officials will ask for a translated extract from the parent’s charter confirming that a single board member may act individually. Without it, the POA sits in limbo.
The setup that works for most foreign founders operating a Belarusian subsidiary combines four documents:
For HTP-resident entities, this structure sits inside the broader HTP management services framework, which layers on the specific compliance and reporting obligations tied to preferential status. The delegation mechanics are the same; the volume of ongoing filings is higher.
This structure keeps the shareholder in control of the decisions Belarusian law reserves to them, while removing every operational task from the founder’s calendar. It also survives audit and compliance review, because each act performed in Belarus has a clear document trail back to the source of authority.
Three failure patterns come up often enough to flag.
The first is overreach in the POA text. A founder, wanting to minimise trips and touchpoints, drafts a POA that reads like a blanket authorisation to do anything on their behalf. Belarusian notaries and registration authorities read POAs narrowly. An overbroad POA is treated as unclear and rejected; a POA that purports to delegate shareholder-exclusive decisions is treated as invalid to that extent.
The second is letting the POA expire mid-transaction. A three-year POA issued at incorporation will lapse partway through the entity’s second operating cycle. If nobody is tracking expiry dates, the management company loses authority for shareholder-level actions overnight, and the queue of documents needing re-signing grows quickly.
The third is banking KYC friction. Belarusian banks are increasingly strict on the chain of authority for anyone operating a corporate account. A management company acting as executive body under a properly documented resolution is straightforward for banks to process. A POA-based arrangement without a clean underlying resolution — someone in Minsk with a foreign-issued POA and no coherent management framework behind them — will draw much longer compliance review, and sometimes refusal.
No. A management company acts as the executive body of the subsidiary, not as an agent of the shareholder. Shareholder-level resolutions — including the resolution that originally appointed the management company — must come from the shareholder, in the shareholder’s own name, in the form required by the shareholder’s home jurisdiction and legalised for use in Belarus.
No. Incorporation is routinely handled remotely via a notarised POA issued by the foreign founder and executed in Belarus by a local representative. The founder signs before a notary at home, the POA is apostilled or consular-legalised, translated in Belarus, and used for state registration and the initial bank account opening.
Three years from the date of issue. A POA with no expiry defaults to one year. A POA without a date of issue is void from the outset.
Not on matters within the exclusive competence of the general meeting. On any other matter delegated by the shareholder in writing, a properly authorised representative may attend and vote a pre-decided position — but the decision itself remains the shareholder’s.
No. Distribution of profits and declaration of dividends are within the exclusive competence of the general meeting of participants. The management company handles the mechanics — calculating distributable profit, preparing the accounting entries, executing the payment — but the decision itself is a shareholder resolution.
Notarisation alone is not enough. The notarised POA must also carry an apostille (for Hague Convention countries) or consular legalisation (for non-Hague countries), be translated into Russian or Belarusian by a licensed translator in Belarus, and the translation notarised locally.
The framework itself is the same. What changes is the operational content: an HTP-resident subsidiary generates a specific set of ongoing filings and compliance actions unique to HTP status. The management company handles those under the same executive-body arrangement.
Remote management of a Belarusian subsidiary is a solved problem — provided the delegation is structured as two instruments, not one. The management services agreement carries the operational load. The power of attorney carries the shareholder-level acts that need to happen in Belarus without the founder flying in. And the short list of shareholder-exclusive decisions stays where Belarusian law requires it to stay: with the founder, resolved in writing, and legalised for the local file.
For most foreign IT groups this is not a limitation but a clarifying line. The founder retains the decisions that actually matter — capital, charter, structure, distributions — and offloads the operational surface to a team that runs it as its full-time job. Where that division is drafted precisely, the entity runs as smoothly from a headquarters in London, San Francisco, or Dubai as it would if the founder lived in Minsk. If you are planning to set this up, our team is happy to walk through the scope of foreign subsidiary management and the POA templates that hold up in Belarusian practice.
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