Products

A Belarusian company can use support in the form of an export loan to increase attractiveness of its goods in foreign markets. The exporter receives the value of the goods immediately after delivery, and the foreign purchaser will pay this value to their bank for several months.

Such scheme reduces the risks of Belarusian companies associated with non-receiving of payment and forced debt collection.

If the cost of loans in Belarusian banks leaves much to be desired, there are always possibilities to consider alternative methods of raising loan funds. They include direct loans of foreign banks and international financial organizations, issuing bonds in Belarus and abroad, attracting a foreign investor as one of the members (shareholders) of a Belarusian company, etc.

Only experts who have participated in similar projects can assess advantages and disadvantages of each of these variants.

First impression of the counterparty can be deceptive, particularly when it comes to significant financial risks. Verification of information on the counterparty, which experts will receive both from reliable government sources and through their contacts, will help reduce the probability of non-performance of obligations, litigation, claims from government bodies.

Even if negotiations participants have worked in the same field for a long time, it does not guarantee successful negotiations. Sometimes, a third-party assistant in negotiations can see the obstacles to prompt achievement of positive results, such as conclusion of a contract, receiving a delay in payments, reduction of penalties, etc.

One of the requirements of foreign credit and financial organizations is obtaining an independent legal opinion of the fact that the deal to be concluded with a Belarusian company does not contradict the local law requirements.

Apart from the formal part, obtaining such opinion allows the parties to ensure that all mandatory requirements (currency regulation, antitrust laws, etc.) have been observed and will not entail negative consequences (damage to goodwill, penalties) for the business.

To perform business activities, first of all, it is required to obtain the status of a company, i.e., to register a legal entity. The registration process starts with analysis of the company incorporation objectives (commercial or social), composition of its members (one, two or several dozens), as well as other legal and business factors.

As a result of such analysis, we will propose the optimal form of performance of activities (out of more than ten forms possible in Belarus) and the taxation system type.

As our experience shows, prior to registration of their subsidiaries in Belarus, major businesses study the possibilities of doing business in Belarus by opening a representative office of the foreign company.

Such representative offices are suit perfectly for studying the markets of the Republic of Belarus, opportunities for investment, sales of tickets and reservations for air, rail road and sea transportation companies. An undoubted advantage is full control of the parent company over the activities of its representative office, as well as the absence of the need to obtain any work permits for the head of the representative office. 

Entering new markets, launch of new risky products, a peaceful separation with business partners - this is for not exhaustive list of the reasons for reorganization of existing businesses.

Addressing lawyers to accompany a reorganization will allow prevention of possible negative changes (for instance, the prohibition to use of the simplified taxation system), calculate the cost of resulting expenses (replacement of labels on products, changes in licenses and certificates, etc.)

One of the key conditions of successful operation of the company is correct distribution of competences between its management bodies.

Thus, owners must focus on the company’s future, the board of directors must reasonably approve or reject decisions on acquiring new businesses and entering new markets, and the board or the director must ensure achievement of the goals set and coordinated performance of work by all employees.

Exactly such correct setting of the corporate governance is also the key to higher attractiveness of enterprises for investors.

Special organizations can be created to manage common real estate property, unite the interests of manufacturers and consumers, perform charitable activities and for other purposes that are of non-commercial nature.

Special organizations can be created to manage common real estate property, unite the interests of manufacturers and consumers, perform charitable activities and for other purposes that are of non-commercial nature.

When buying a company in Belarus (shares, parts or a unitary enterprise), the new member (owner) wants to make sure there are no material risks affecting performance of business. Such risks can be assessed by analyzing the documents and activities of the facility, namely: verifying the commercial structure, specifics of the counterparty company transactions, license and IP, movable and real estate property, information on taxation and finance, availability of obligations and debts.     

We consult both the seller and the purchaser. In each situation, we know what it all actually depends on in the course of preparing, interpreting and judicial review of legally relevant documentation.

After the subject purchased has been verified, negotiations between the parties are started. The subjects to be discussed are: the asset value, the payment procedure, aubsequent management issues as well as obligations and guarantees of the parties. In each such situation, it is important not only to register the results and essential terms of the deal (in the form of memoranda, term sheet agreements), but also to control the course of negotiations.

Depending on the DD results, strategy selected and the lawyer’s skills, the deal can resenble a tender, a speculation for fall, a zero-sum game or even an interview.

An efficient structure of the facility purchasing deal shall consider all legal aspects of the planned deal including tax planning, assessment of observing the antitrust or corporate laws of Belarus, guarantees. Thus, it helps saving the client’s time and money.

It must be noted that knowledge of international law and the presence of our regular partners in “countries with reduced taxation” allows our prompt assistance in the deals that use the law of foreign countries (the United Kingdom, Cyprus, etc.), as well as the deals with participation of residents of foreign countries (Switzerland, Cyprus, Great Britain, Lithuania, Israel, etc.).

The deal support process includes development of all the documents required for entering and implementation of the deal, namely: corporate permits and approvals, contracts and agreements, changes in the articles of association, documents for administrative procedures.

Company’s lawyers shall supervise the broker’s and the depositary’s activities, the client will receive the documents on asset ownership.

A staged plan of the client’s participation in privatization shall be developed (transformation of a unitary enterprise into a joint-stock company, acquisition of JSC shares, acquisition of the enterprise as an asset package, etc.). Our lawyers enter into negotiations, prepare addresses, proposals, participate in negotiations on the investor’s behalf.

A staged plan of the client’s participation in privatization shall be developed (transformation of a unitary enterprise into a joint-stock company, acquisition of JSC shares, acquisition of the enterprise as an asset package, etc.). Our lawyers enter into negotiations, prepare addresses, proposals, participate in negotiations on the investor’s behalf.

A staged plan of the client’s participation in privatization shall be developed (transformation of a unitary enterprise into a joint-stock company, acquisition of JSC shares, acquisition of the enterprise as an asset package, etc.). Our lawyers enter into negotiations, prepare addresses, proposals, participate in negotiations on the investor’s behalf.

After successful acquisition of the facility, it is important to ensure its active work. To do this, sometimes it is important, for example, to reduce the number and the influence of minority shareholders or to change the management.

The lawyers task is to propose the lawful methods of resolving problematic situation after successful completion of a deal with the facility.

By understanding the goals and objectives of the parties, our lawyers assist in incorporation of joint ventures in design of relationships of the parties. When developing constituent and other documents, we pay special attention to governance issues, the procedure of managing of parts/shares, interests of major (minor) shareholders, responsibility management.

By coordination of the negotiating process, we find negotiable ways to resolve deadlock situations. 

The commercial secret protection secret and the non-disclosure agreement are the two key documents that establish how your know-how, products, competence and reputation is protected. These local acts do not replace technical protection means (e.g., DLP systems), but establish the procedure and regulations of access to the information that brings you profits.

We recommend regulating these issues in parallel with recruiting first employees.

Doing business often requires involvement of foreign top managers and single-skilled experts.

The lawyer’s task is to perform all procedures stipulated by the law, which include the following: timely registration of a foreign employee, obtaining a temporary residence permit, in some cases, obtaining a special permit for an employee including special requirements for employment contracts with foreigners, as well as non-standard duties of the employee, corporate policies on certain issues, increased responsibility in respect of trade secrets, etc.

Employment agreements (contracts), contracts for full individual liability, contracts for training, orders, job descriptions are examples of binding legal formalities in Belarus. You can instruct a lawyer to verify these basic business documents or draft them from scratch with periodical updating of the templates created. 

In addition, there are both mandatory forms of local normative legal acts (internal labor regulations, occupational safety provisions, military registration provisions, etc.), as well as the forms that allow the employer to regulate certain personnel issues (provisions on remuneration of labor and bonuses, provisions on material aid, etc.).