Company liquidation in the Republic of Belarus: to be, or not to be?

10.08.2023

• Preparations for liquidation
• Legal features of the liquidation process

There are two ways to close the company in the Republic of Belarus:

1. As a result of liquidation based on the decision of the shareholder (the general meeting) on liquidation.
    
2. As a result of bankruptcy of the company under the court decision, if the company cannot pay off debts. The representative of the company in this process is a crisis manager appointed by the court.

The process of liquidation based on the decision of the shareholder (the general meeting) on liquidation consists of two stages:

1. Preparations for the liquidation of the company, which ends with the official decision of the shareholder (the general meeting) on liquidation. The representative of the company at this stage is CEO.  
   • REVERA consults and drafts the documents to prepare the company for the liquidation.   
      
2. The liquidation process, which ends with the exclusion of the company from the Unified State Register of legal entities and individual entrepreneurs of the Republic of Belarus. The representative of the company at this stage is a liquidator.  
   • REVERA acts as a liquidator of the company at this stage

Preparations for liquidation

As a general rule, preparations for liquidation include:

1. Analysing of company’s financial condition and estimating the probability of bankruptcy.
2. Drafting documents on the dismissal of employees.
3. Selling of property. 
4. Transferring of intellectual property rights. 
5. Collecting of receivables.
6. Making settlements with the creditors. 
7. Ceasing the High-Tech Park residency (if applicable).
8. Drafting the detailed plan of liquidation.
9. Drafting the decision on liquidation. 

Legal features of the liquidation process

1. The term for liquidation cannot exceed 9 months and can be extended to 12 months. The liquidation process may take less time, if the company concludes a liquidation audit contract. 
    
2. The company is forbidden to operate the business after the decision on liquidation.
    
3. If the company has not sold the property before the decision on liquidation, it can be sold by the liquidator only at auction. It increases the term of the liquidation process. 
    
4. The liquidator disposes of money in the account of the company and signs all documents. Therefore, as a general rule, the shareholder (the general meeting ) appoints a law firm specializing in the liquidation process as a liquidator of the company.  
    
5. After settlements with the creditors, the liquidator transfers the rest of the money and the property of the company, which has not been sold, to the shareholder (the general meeting). 

 

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