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[null,"Prepared By:","Contributors:"]
[null,"CERHA HEMPEL Rechtsanwälte GmbH"]
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[]
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["Social Enterprise Law Surveys"]
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["Report Generated: 5/2/2025"]
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["View your report results on next tab"]

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["Question","Belarus"]
["I. Enterprise Form"]
["What jurisdiction(s) do you practice in?","Republic of Belarus\n"]
["What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade or business (rather than for investment or holding company purposes)? Please briefly describe these forms. a. Of these, which are the most common for-profit organizational forms used by Enterprises seeking financing from investors and that will have multiple owners? b. Other than organizational forms specifically designed for Social Enterprises (and discussed below under Question 4), which, if any, are the most common for-profit organizational forms used by Social Enterprises?"," The most commonly used types of for-profit corporate organizational forms are: \n\n \n\t a limited liability company (“LLC”), a commercial organization, founded by one or more persons (incl. entities), the authorized capital of which is divided into participation interests (shares) of certain value determined by the LLC's charter. LLC shareholders are not liable for the LLC's obligations and bear the risk of losses limited to the value of their contributions to the authorized capital. The number of shareholders of an LLC is limited to 50 persons (incl. entities); \n\t a closed joint-stock company (“CJSC”) a commercial organization, founded by one or more persons (incl. entities), the authorized capital of which is divided into shares of the same nominal value. A shareholder of the CJSC may dispose of its shares upon the consent of other shareholders and (or) to a limited number of persons. The number of shareholders of the CJSC is limited to 50 persons (incl. entities); \n\t a unitary enterprise (“UE”), a commercial organization founded only by one person (incl. entity) that is not endowed with ownership on the property assigned to the UE by the owner. However, this form is not attractive for founders seeking investments since participatory share ownership of property is forbidden. Unlike LLCs and CJSCs, the procedure related to the change of the owner of the UE is time consuming and expensive: the UE shall be sold as a property complex, which shall be registered in the cadastral agency as real estate, with a prior performance of assets inventory. \n \n\n a. The most commonly used form is LLC as it allows easily change or accept new participants. \n\n b. Social Enterprises usually choose LLC from among for-profit organizational forms. \n"]
["Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required to or allowed to consider (e.g., interests of employees, customers, the environment, etc.)?","There are no such special requirements. In Belarus, besides the managing director or the management Board, a company might have an optional Board of directors and/or supervisory Board. Depending on the bylaws the managers or supervisory Board members may consider in its decisions also aspects in favor of the employees, environment, etc.\nIn the companies partly owned by the State, the State interests may prevail even if it is not based on the shareholder value.\n"]
["Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so: a. What type(s) of organizational forms are they? b. How do they materially differ from the most closely analogous traditional organizational form? c. What are the main benefits for founders and funders of such organizational forms? d. Are there any restrictions on the use of these organizational forms (such as profit-caps, stakeholder involvement and impact reporting)? If there are, what are they? e. Are there any material differences in timing or costs for forming a Social Enterprise versus a traditional Enterprise? f. How prevalent and well known are Social Enterprise forms?","Belarusian legislation does not provide for any special organizational forms designed for Social Enterprises, since the legislation does not recognize them in general.\nAs of 2019, work on the development of a draft Law on Social Entrepreneurship, which should introduce the concept of a social enterprise and a social investor, is in progress. However, the draft law has not yet been developed and is not publicly available. The approximate date of its adoption is also not available at this time.\n"]
["Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporate, tax or other perspective? b. Are there any material benefits of, and/or restrictions on, using a Nonprofit form for Social Enterprises that does not apply to Nonprofits that are not Social Enterprises? c. Is there any type of “hybrid” Nonprofit form that requires less reporting and/or allows for faster formation? If so, please describe the drawbacks of utilizing this form (i.e. fewer tax benefits). d. How prevalent is the use of Nonprofits for Social Enterprises?","Social Enterprises can operate in the form of Nonprofits. Some of such organization is allowed to carry out economical (profitable) activities: independently or through the establishment of a for-profit Enterprise.\nConsidering that legislation does not recognize Social Enterprises:\na. Nonprofits are not given any special treatment due to the fact that they are Social Enterprises;\nb. Nonprofits which are Social Enterprises enjoy the same benefits and fall under the same restrictions as other Nonprofits;\nc. Establishment is a Nonprofit (not a hybrid) that can be established in the same registration procedure as for-profit Enterprises. Establishments are created to exercise managerial, socio-cultural or other functions of a non-commercial nature. They are financed by a sole founder (either an individual or legal entity) and do not have a membership. From the tax perspectives establishments are treated as other Nonprofits;\nd. Most commonly, Nonprofit forms are chosen for Social Enterprises and have social or environmental rather than profitable purposes (that is typical for for-profit forms).\n"]
["Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms."," Belarusian legislation provides the possibility to establish an Enterprise in the form of Production Cooperative (“PC”), whose members should make equity contributions to the PC assets and take personal labor participation in the activities of PC. \n\n \n\t PC has the ownership of the contributed property while members retain the right to receive other PC property of the same value in case of membership termination. \n\t PC is operated by the “one person, one vote” principle, a member’s control of the PC is not proportionate to his/her contribution. \n\t PC members provide their labor as a production input and share the profits of the PC based on their labor input. \n\t PC is not a commonly used organizational form in Belarus as requires obligatory labor participation of each member and has issues with capital accumulation. Moreover, PCs are not granted any special rights or benefits. Due to historical background PCs can be found in agriculture. \n \n"]
["Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.","No.\n"]
["In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.","There is a lack of judicial practice regarding Social Enterprises given that legislation does not recognize Social Enterprises as such. \n"]
["Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.","No.\n"]
["Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.","No.\n"]
["Does your jurisdiction have any ESG requirements for investors? If it does, please describe.","No.\n"]
["II. Funding"]
["Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements. b. If they are not, are they permitted to consider such factors? c. What other relevant factors do investors tend to consider (aside from profit motive).","No major investor classes are required to look at ESG issues. Anyway, investors can consider ESG issues or similar aspects when making their investment decisions and sometimes do.\n"]
["What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?","Social Enterprises receive grants, donations, sponsorship and rarely traditional investments. The type of funding typically varies based on the Enterprise form that the Social Enterprise chooses. For example, Social Enterprises formed as Nonprofits receive more donations (grants for a specific purpose) and sponsorship (donations for the purposes directly stipulated by law), while Social Enterprises formed as for-profit corporations received more traditional investments.\n"]
["How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?","For-profit impact investments, as well as traditional investments with impact terms, are not common in Belarus, but, according to experts, this type of investing is increasing (e.g. investments in organic agriculture, opportunities for women in the labor market).\n"]
["What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government funding? b. Is any government funding limited to Enterprises incorporated using Social Enterprise forms?","There is no special government funding specifically available to Social Enterprises as such. Depending on the Enterprise form and industry, government subsidies, loans and guarantees may be available.\nFor example, the Belarusian Fund for Financial Support of Entrepreneurs provides support for for-profit small Enterprises. Belarusian legislation establishes a concept of a state social order for the provision of social services to the population in the field of assistance to individuals in order to help prevent,  overcome a difficult life situation and (or) adapt to it, and which are not related to the provision of financial assistance.\nNonprofits have the opportunity to participate in the provision of social services to the population and receive state funding for these purposes from local budgets.\n"]
["Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?","No.\n"]
["To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.","There are no established requirements to disclose ESG factors.\n"]
["How prevalent, if at all, are impact bonds in your jurisdiction?","The development of impact bonds is currently under discussion and is not used in practice.\n"]
["In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?","No. But there is a general limitation of purposes of foreign donations provision to Belarusian Enterprises. Foreign equity investments can be made without any restrictions.\n"]
["Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under applicable statutes?","The legislation does not regulate crowdfunding, although the State program of Innovative Development for 2016-2021 mentions it as one of the development paths.\nThere are several popular crowdfunding platforms operating in Belarus that use classical fundraising mechanisms: donation agreements (grant for a specific purpose) or sponsorship agreements (if donors are entrepreneurs).\nSince there is no legal regulation of crowdfunding, there are certain obstacles to funding through such platforms, in particular, there is a general ban on grants between business entities, therefore sponsorship can only be carried out for purposes directly stipulated by law (e.g. improving physical infrastructure; protection of historical and cultural heritage; purchase of medicines, medical devices and equipment to healthcare organizations; support of organizations providing social protection of the population (low-income citizens, lonely elderly citizens, disabled people, large or single-parent families, orphans); development of specially protected natural areas (reserves, national parks, etc.)). \nSome restrictions are also established for foreign sponsorship of legal entities and individuals (including anonymous donations), which can only be provided for the specified purposes (similar to those indicated above regarding Belarusian sponsors), and shall be registered with the competent authority with subsequent reporting on appropriate use.\n"]
["III. Tax"]
["Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full. b. Are they dependent on the Social Enterprise utilized using a specific organizational form (e.g., for profit vs. Nonprofit form)? c. Please describe any other key requirements of the available tax exemptions (e.g., restrictions on sources or uses of funds, restrictions on commercial activities, etc.).","Belarusian legislation does not provide for tax exemptions, which are uniquely available for Social Enterprises. There are tax exemptions available for Nonprofits generally, and for Enterprises which meet certain requirements.\nAs a general rule, Nonprofits’ income is taxed. But donations received are not subject to income tax, provided that they are used for their intended purpose or, if the purpose is not determined by the donor, for the purposes stipulated in their charters. In the meantime, sponsorship does not reduce the taxable profits of donors.\nFor example, Enterprises are exempt from income tax (with some exceptions) if using the labor of disabled persons and the average number of such persons is at least 30 percent of staff number.\nEnvironmental tax (pollution tax) due is reduced by the amount of expenses spent by the Enterprise on the (re)construction of gas treatment plants; installations for the use of renewable energy sources; installations and (or) devices designed to remove pollutants from wastewater; neutralization facilities and (or) waste management facilities.\nEnterprises using electric cars can use preferences in terms of depreciation allowances, investment credits for these cars.\nEnterprises that provide stationary social services are exempted from VAT./\n"]
["Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?","No.\n"]
["Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)","No.\n"]
["Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?","No.\n"]
["IV. Governmental Infrastructure"]
["Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.","No.\n"]
["What government operational support, resources, training or services, are available for small businesses or Social Enterprises?"," Belarusian small businesses can receive state financial support provided by: \n\n \n\t the Belarusian Fund for Financial Support to Entrepreneurs (“BFFSE”) which is subordinate to the Ministry of Economy.\n\t \n\t\t Financial instruments of state support are expressed in the provision of loans, financial lease of property (leasing), as well as guarantees on preferential credits. \n\t\t BFFSE develops new mechanisms of providing non-financial instruments of state support to small and medium-sized business entities which include consultations on various issues, development of contact and cooperation ties between the industrial sector and small business entities, evaluation and examination of investment and business projects, export promotion, promotion of innovative products production, the participation in startup-events, etc. \n\t \n\t \n\t regional executive committees\n\t \n\t\t The support is provided at the expense of local budgets by providing:\n\t\t \n\t\t\t financial resources on a reimbursable or gratuitous basis; \n\t\t\t subsidies for reimbursement of interest for the use of loans, as well as a number of expenses. \n\t\t \n\t\t \n\t \n\t \n \n"]
["Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.","No, due to the lack of legal regulation.  \n"]
["Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.","Not specifically for Social Enterprises. However, the Ministry of Justice of the Republic of Belarus generally controls the compliance of nonprofits with the legal requirements.\n"]
["Is there a different bankruptcy system available for Social Enterprises?","No.\n"]
["VI. Miscellaneous"]
["What are the average time and filing fees to form an Enterprise in your jurisdiction?","State registration of for-profit Enterprises (and some Nonprofits) is made on an application basis and can be completed within a couple of days. At the same time, it is necessary to take into account the time frame for collecting all the documents necessary for passing the state registration procedure, which depends solely on the actions of the founders.\nState registration of Nonprofits takes 1-2 months as the registration is made on a permissive basis.\nThe average state fee for Enterprise registration amounts to 20 USD for for-profit forms (and Nonprofits registering on an application basis) and 120 USD for Nonprofits.\n"]
["What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well as the standards there are to maintain them.","No certifications afford beneficial tax status or other beneficial legal status, but certain certifications may help bolster the Social Enterprise’s social impact claims and provide potential investors, customers and stakeholders with additional information to accurately assess the social impact that the Enterprise makes.\nFor example, producers of organic products can undergo voluntary certification of products and production processes to confirm that their products are organic and receive a corresponding certificate of conformity.\n"]
["Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.","Yes, startups can easily form and flourish in Belarus. They have a number of organizational forms available to choose from, there are relatively few reporting requirements, incorporation process is fast, cheap and simple.\nThere is also a well-developed infrastructure for startups and other entrepreneurial Enterprises: a wide network of incubators, accelerators and co-working spaces. Entrepreneurial Enterprises have the opportunity to attract investments both from abroad and from the country.\nThere are also some preferential regimes for scientific and technological, innovative and IT startups in Belarus that are provided for tax and other preferences to their residents: free economic zones, Hi-Tech Park, Great Stone Industrial Park, etc. Belarus also has preferential legislation for companies located in small, medium-sized cities and rural areas.\n"]
["Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.","Currently several crowdfunding platforms allowing to raise funds for the implementation of social projects, as well as a competition \"Social Weekend\" for the promotion of social ideas and receipt of donations, operate. From this perspective, the conditions for the formation and flourishing of Social Enterprises have actually been created.\nHowever, there are certain difficulties for the existence and development of Social Enterprises due to the lack of legislative regulation in this area.\nConsidering that there is no such form, Social Enterprises can form relatively easily if they want to organize as a for-profit Enterprise, but must go through a relatively lengthy application process if they want to form as a Nonprofit. Nevertheless, the majority of Social Enterprises lean towards the latter. Additionally, there are abundant bureaucratic requirements and strict state control over the receiving and spending of funds.\n"]
["Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Social Enterprises subject to legislation prohibiting inclusion of Social Enterprises in government contract procurement)?","The main obstacle to the formation of Social Enterprises is the absence of any laws in principle regulating the activities of such Enterprises.\nThe lack of a conceptual framework and legislative consolidation does not allow social entrepreneurship to be adequately provided with access to financing.\nAlso, there are regulations on foreign donations, which make foreign donations subject to state registration and strict state control over their use. \n"]
["In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.","No.\n"]
["What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?","1. Adoption of a special regulation of Social Enterprises and ways to obtain a legal status of Social Enterprise.\n2. Adoption of a special regulation of crowdfunding and making it easier and more accessible to broaden public investment in Social Enterprises.\n3. Development of measures of state support of Social Enterprises.\n4. Development of incentive measures for companies supporting (sponsoring) Social Enterprises.\n5. Easing of the state control over foreign donations\n"]
["What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?","Implementing a uniform set of standards for ESG policies and reporting of companies would make it easier for investors and consumers to compare and evaluate which enterprises are in fact doing good in the world, which would drive companies to perform better.\nEstablishment of special or preferential treatment for Social Enterprises or impact Enterprises.\n"]
["Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?","Belarus is currently in the process of creating and improving its investment environment. The legislation on Social entrepreneurship is now at the stage of formation, but it does have a future in Belarus.\n"]