Executive Board/Sole Director

The Executive Board (”EB”)/the Sole Director is part of an organizational structure which includes 2 governing bodies in the Company. All Belarusian companies must have a Sole Director and/or an EB (cf. “Composition” below). The Sole Director/EB is considered the executive body of the Company. Additionally, Belarusian Company Law considers the General Meeting of Shareholders (the “GM”) as the supreme governing body of the Company.

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Division of Duties: Generally speaking, the EB/the Sole Director is the executive body that handles and is responsible for the day-to-day business of the Company.

Composition: Belarusian legislation provides several options for the executive body. These include (i) a Sole Director, (ii) the EB and a Sole Director or (iii) the EB with 1 Executive member in charge. The Sole Director/EB members are employed by the Company on the basis of an employment contract. Further, the Belarusian Companies Act provides for the alternative opportunity to hire a Management Company or a Manager (Sole Entrepreneur) on the basis of a civil contract. In this case, such Management Company or Manager is not considered a body of the Company, but they fulfil the functions of the executive body.

Appointment/Dismissal Competence: In accordance with the Company’s Charter, EB members/the Sole Director are appointed (hired) by the GM (by a simple majority vote).

Alternates: Any transfer of voting rights by an EB member to any other persons, including other EB members, is prohibited. The Sole Director may act solely or issue Power of Attorney providing an agent part or all of his rights.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM. 

Convening notice.

Yes, to be signed by the person in charge of the GM (as defined in the Charter, usually the Sole Director).

At least 30 business days prior to the GM.

Yes, original to be delivered to the Shareholders in accordance with the Charter.

No.

No, but in practice (especially in companies with a few Shareholders) the formal procedure may not be followed.

For the agenda, the new Sole Director’s/EB member’s prior written consent for the appointment is required. There is no formal procedure for such consent.

 

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman, the Secretary of the GM and by the Shareholders who participated in the GM (if the Charter so provides).

At the date as stipulated in the convening notice.

Minutes of the GM have to be prepared within 5 business days after the GM.

No.

No.

No, however, absentee voting is allowed meaning no physical meeting is necessary.

The appointment will become effective as per the date of the GM and is generally not affected by the registration with the Belarusian Registration Authority (cf. Step 3).

3

Filing with the Belarusian Registration Authority.

Specific statutory form.

Yes, to be signed by the new Sole Director or the Chairman of the EB.

No later than 10 business days following the GM. 

Yes, the form is to be signed and sealed (every Company has a corporate seal). 

No.

No.

1
Step 1
0-30 days*
2
Step 2
0-5 days
3
Step 3
0-10 days

0-40 days

*Less than 30 days only possible if Step 1 is not followed.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the person in charge of the GM (as defined in the Charter, usually the Director).

At least 30 business days prior to the GM.

Yes, original to be delivered to the Shareholders in accordance with the Charter.

No.

No, but in practice (especially in companies with a few Shareholders) the formal procedure may not be followed.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman, the Secretary of the GM and by the Shareholders who participated in the GM (if the Charter so provides).

At the date as stipulated in the convening notice.

Minutes of the GM have to be prepared within 5 business days after the GM.

No.

No.

No, however, absentee voting is allowed meaning no physical meeting is necessary.

The dismissal will become effective as per the date of the GM and is generally not affected by the registration with the Belarusian Registration Authority (cf. Step 3).

3

Filing with the Belarusian Registration Authority.

Specific statutory form.

Yes, to be signed by the Sole Director or the Chairman of the EB.

No later than 10 business days following the GM. 

Yes, the form is to be signed and sealed (every Company has a corporate seal). 

No.

No.

1
Step 1
0-30 days*
2
Step 2
0-5 days
3
Step 3
0-10 days

0-40 days

*Less than 30 days only possible if Step 1 is not followed.

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VERDICT has provided all input about changing board members in Belarus. VERDICT is a leading Belarusian [...] legal practice with office in Minsk.

Our team of 12 attorneys renders comprehensive legal services to national, regional and international legal entities, including multinational enterprises, governments, international banks and financial institutions.

For more information about VERDICT and changing board members in Belarus, please use the below contacts:

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