THE LAW OF THE REPUBLIC OF BELARUS
November 14, 1991
ON FOREIGN INVESTMENT ON THE TERRITORY OF THE REPUBLIC OF
BELARUS
The present Law shall regulate foreign investment on the territory
of the Republic of Belarus and shall be intended to create conditions for
attracting and using funds of foreign investors for the purpose of development
of the Republic's economy. The provisions of the present Law shall be effective
on the territory of the Republic of Belarus and apply to all foreign investors
and enterprises with foreign investment. Chapter 1.
General Provisions Article 1.
Foreign Investment Foreign Investment shall be financial and material
means invested by foreign artificial or physical persons into various objects
of activity, as well as the rights to proprietary or intellectual ownership
transferred to economic subjects of the Republic of Belarus for the purpose
of getting profits (income) or achieving some social effect.
Article 2. Objects of Foreign Investment Objects of foreign investment
on the territory of the Republic of Belarus may be represented by: - any
enterprises and organizations engaged in such activities as not prohibited
on the territory of the Republic; - buildings and constructions, property
of Belarusian legal and physical persons; - shares, bank deposits, insurance
policies and other securities and funds; - scientific and technical products;
- rights to intellectual values; - other property and acquired proprietary
rights, including the rights to use land and other natural resources of
the Republic for the purpose of performing their activities.
Article 3. Subjects of Foreign Investment Foreign Investors on the
territory of the Republic of Belarus may be represented by foreign States,
incorporations, international organizations, foreign legal and physical
persons, as well as citizens of the Republic of Belarus permanently residing
abroad.
Article 4. Organizational and Legal Forms and Types of Foreign Investment
The Forms of foreign investment on the territory of the Republic of Belarus
may be as follows: - sharing in enterprises jointly established with Belarusian
legal and physical persons; - establishing enterprises fully owned by foreign
investors; - acquiring enterprises, buildings, constructions, shares and
other securities; - acquiring rights to the use of land and other natural
resources, as well as other proprietary rights; - any other forms of economic
and other activities not contradicting the legislation in force on the
territory of the Republic of Belarus.
Article 5. Legal Status of Enterprises with Foreign Investment and
Foreign Investors Enterprises with foreign investment and foreign investors
shall perform their activities in such an order as provided by the Laws
on enterprises, entrepreneurial and investment activities, by other Laws
of the Republic of Belarus, taking into account the provisions set by the
present Law and international treaties of the Republic of Belarus.
Chapter 2. Establishment and Functioning of Enterprises with Foreign
Investment
Article 6. Enterprise with Foreign Investment The enterprise with foreign
investment shall be an enterprise with its ownership capital partially
( a joint venture) or entirely (a foreign enterprise) composed of foreign
capital. The joint venture on the territory of the Republic shall be an
economic subject of the Republic of Belarus with its ownership capital
shared in by a foreign investor and legal persons of the Republic of Belarus.
The foreign enterprise shall be an enterprise or organization established
as a legal person in accordance with the legislation of the Republic of
Belarus and 100 per cent owned by foreign investors. Enterprises with foreign
investment shall be legal persons of the Republic of Belarus.
Article 7. Establishment of Enterprises with Foreign Investment An
enterprise with foreign investment may be founded either by its establishment
or as a result of acquiring by a foreign investor a participation (a share,
stocks) in a previously established enterprise without foreign investment,
or of acquiring such an enterprise into his full ownership. An enterprise
partially or completely acquired by a foreign investor shall be reorganized
in the order stipulated by the legislation with further registration according
to the present Law. Joint ventures shall be established in the form of
joint stock companies, limited liability companies and other types of economic
companies and corporations, as well as in other forms not contradicting
the legislative acts of the Republic of Belarus. A joint venture shall
be established on the basis of a memorandum of association signed by the
participants of such an enterprise. The decision to establish a joint venture
or a foreign enterprise shall be taken by its participants on their own.
If the Belarusian participant is an enterprise owned by the State or a
public organization the decision to establish a joint venture shall be
taken by its participants with the consent of the owner of the property
or a body authorized by the owner. Specific details for establishing an
enterprise fully owned by a foreign investor shall be determined in accordance
with the procedure adopted by the Council of Ministers of the Republic
o Belarus.
Article 8. Establishment of Subsidiary Enterprises, Affiliations, Other
Separate Branches and Representation Offices of Enterprises with Foreign
Investment, their Status An enterprise with foreign investment, may use
its own funds in accordance with the adopted procedure, to establish subsidiary
enterprises with the rights of a legal person, as well as affiliation and
representation offices on the territory of the Republic of Belarus and
outside its borders, on condition of observing the terms provided by the
legislation in force on the territory of the Republic of Belarus and the
corresponding legislation of foreign States. Enterprises founded by foreign
enterprises shall exercise the same rights and be registered by the same
body as the founding ones. Enterprises founded by joint ventures shall
be registered in the order stipulated for enterprises without foreign investment
and shall not exercise any privileges granted to enterprises with foreign
investment. Affiliation and representation offices of enterprises with
foreign investment shall function on the basis of regulations on these
offices adopted by the enterprise with foreign investment. They shall open
accounts in authorized banks. Affiliation and representation offices and
other separate units shall not be legal persons on the territory of the
Republic of Belarus. Enterprises with foreign investment registered outside
the Republic may establish on the territory of the Republic of Belarus
only subsidiary companies with the rights of a legal person.
Article 9. State Registration of Enterprises with Foreign Investment
and Participants in Foreign Economic Activities The State registration
of enterprises with foreign investment as a legal person and a participant
in foreign economic activities shall be done by the State Committee of
the Republic of Belarus for Foreign Economic Relations or by another authorized
State body which within a ten day period shall inform the Ministry of Finances
of the Republic of Belarus and the State Committee of the Republic of Belarus
for Statistics and Analysis about the registration data to have them included
into the State roster and register of the Republic of Belarus. Banks and
other financial institutions with foreign investment shall be subject to
registration with the National Bank of the Republic of Belarus. The State
registration of enterprises with foreign investment shall be done with
the consent of the local Soviet of People's Deputies within its competence
and in case the following documents are submitted: 1) for joint ventures:
a) a written application of institutions with a request to register the
established enterprise; b) two notarized copies of the establishing documents;
c) for Belarusian legal persons - a notarized copy of the decision of the
owner of property to establish the enterprise or a copy of the decision
of the body authorized by the owner, as well as notarized copies of the
establishing documents for each Belarusian person participating in establishing
the joint venture; d) - deleted; e) extract from the register of the country
of origin or other equivalent proof of the legal status of the foreign
investor in accordance with the legislation of the country of its temporary
or permanent residence (with a notarized translation into the Belarusian
language); 2) for foreign enterprises: a) a written application of the
foreign investor for registration; b) a notarized copy of the establishing
documents (in two copies); c) - deleted; d) extract from the trade register
of the country of origin for the foreign investor (with a notarized translation
into the Belarusian language). The registration period for an enterprise
with foreign investment should not exceed 30 days starting from the day
of submitting the application and the documents needed for the registration.
An enterprise with foreign investment shall acquire the rights of a legal
person from the day of its registration. Announcements on the registration
shall be published in the official press by the body which has performed
the registration. The refusal to grant registration may be appealed against
in a court on economic issues or any other court in accordance with the
legislation of the Republic of Belarus. The ownership capital of the enterprise
with foreign investment, declared in the establishing documents, shall
be formed at least by 50% within the first year since the date of state
registration, and in full volume - before two years after the date of registration.
The enterprise with foreign investment shall submit the documents confirming
the formation of the ownership capital in due volume to the registering
body not later than a month after the termination of the respective period.
A due conclusion of the auditing organization shall be a confirming document
for the formation of the ownership capital. In extraordinary cases the
pre-set terms to form the ownership capital can be altered upon the consent
of the Council of Ministers of the Republic of Belarus. The enterprise
with foreign investment who managed to submit confirming documents for
the formation of the ownership capital shall be granted within a 10 days'
period, a respective certificate by the registering body. The enterprise
who failed to form the proper ownership capital, as well as the one failing
to submit the confirming documents for the formation of the ownership capital
in time shall be liquidated. The liquidation is effected upon the decision
of the registering body by the liquidation committee, formed by the representatives
appointed by the above body and by the administration representatives of
the higher controlling body over the enterprise with foreign investment
in the order, stipulated by the legislation in power( by the resolution
of the Constitutional Court of the Republic of Belarus of October,17 1994
part 9 of Article 9 is recognized uncorresponding to the Constitution of
the Republic of Belarus). Upon receiving the liquidation committee's act,
the registering body shall inform the Ministry of Finance of the Republic
of Belarus and the State Committee of the Republic of Belarus for Statistics
and Analysis to have the enterprise deleted from the State roster and Enterprise
register of the Republic of Belarus, respectively, and shall publish the
liquidation notice in the official press. In case an enterprise with foreign
investment makes such amendments to their establishing documents which
can result in alternation of the data placed into the State roster and
Enterprise register, these amendments shall be submitted to the registering
body within one month since such amendments made to have State re-registration.
All rights and privileges, stipulated by articles 15,17 and 30 of the present
Law, may only be exercised by an enterprise with foreign investment after
receiving a certificate of at least 50% formation of the ownership capital.
Article 10. Examination of Established Enterprises with Foreign Investment
At the initial stage of production activities of enterprises with foreign
investment its co-establishers, in cases and according to the procedure
provided by the legislation of the Republic of Belarus, shall be obliged
to obtain an opinion from the sanitary and epidemiologic and environmental
services. The examination and authorization of investment projects and
programs shall be done in accordance with the Law "On investment activities
in the Republic of Belarus"
Article 11. Winding up of Enterprises with Foreign Investment The winding
up (liquidation) and reorganization of enterprises with foreign investment
shall be performed in the cases and according to the procedures, stipulated
by the articles of the Law of the Republic of Belarus "On Enterprises
in the Republic of Belarus", by the present Law and by other Laws
of the Republic of Belarus. The enterprise may also be wound up in case
the procedure of the formation of the ownership capital provided by the
establishing documents is not observed. The registration of the winding
up or reorganization of an enterprise with foreign investment shall be
done by the body which has previously registered it, on the basis of the
act issued by the winding up commission or some other body executing the
winding up, or the decision by the body authorized to do the reorganization.
The information on the winding up shall be published in the official press
by the body which has previously registered it.
Article 12. Regulation of Activities of Enterprises with Foreign Investment
The enterprise with foreign investment may be engaged in selected activities
included in the list regulated by the legislation in force on the territory
of the Republic of Belarus only having special permits (licenses).
Article 13. Control over Activities of Enterprises with Foreign Investment
The Ministry of Finance of the Republic of Belarus and the State Committee
of the Republic of Belarus for Foreign Economic Relations shall exercise
control over financial and economic activities of enterprises with foreign
investment. Enterprises with foreign investment shall be obliged to submit
to these bodies reports and documents on their activities provided by the
legislation of the Republic of Belarus. The National Bank of the Republic
of Belarus shall control activities of the banks with participation of
foreign investors.
Article 14. Contributions of Foreign Investors to the Ownership Capital
of Enterprises with Foreign Investment Foreign investors shall pay contributions
to the ownership capital of a joint venture in the form of monetary and
non-monetary foreign investments. By mutual agreement of the participants
non-monetary contributions shall be estimated both in a foreign currency
and the currency used on the territory of the Republic of Belarus taking
into account the prices existing at the world market. In case a necessity
arises to recalculate the contributions made in foreign currency into the
official currency of the Republic of Belarus a mutually agreed exchange
rate may be used. In this case the whole ownership capital shall be declared
in the foreign currency, while the agreed exchange rate into the official
currency of the Republic of Belarus shall not be below the level stipulated
by the legislation acts regulating currency usage on the territory of the
Republic of Belarus. A non-monetary contribution must be brought in from
a foreign country or acquired in the Republic of Belarus for a hard currency
or for the currency used on the territory of the Republic of Belarus if
it is obtained in the Republic of Belarus as profits from foreign investment,
permitted commercial activities, as well as by exchange of a hard currency
in banks of the Republic of Belarus. A foreign investor must pay its monetary
contribution to the ownership capital of a joint venture in a hard currency
unless otherwise provided by a legislative act of the Republic of Belarus
or an international treaty signed by it. He shall also have the right to
pay the contribution in the currency used on the territory of the Republic
of Belarus in accordance with the procedure stated in part 4 of this Article.
Article 15. Export and Import Transaction Enterprises with the ownership
capital composed of more than 30 % of foreign investment shall have the
right to export products (work, services) of its own production without
any licenses and additional permits. An enterprise with foreign investments
hall be entitled to a non-licensed import of products (work, services)
for use in its own economic activity. The Council of Ministers of the Republic
of Belarus shall establish the general procedure for considering products
(work, services) of enterprises with foreign investment to be products
(work, services) of their own production. Other products of enterprises
with foreign investment shall be exported and imported in accordance with
the legislation in force of the Republic of Belarus. An enterprise with
foreign investment breaking the regulations of parts 1 and 2 of this Article
shall entail liability provided by the legislation in force on the territory
of the Republic of Belarus. Article 16. Conditions for Realization of Products
An enterprise with foreign investment shall be entitled to set contractual
prices for its products (work and services), as well as the procedure of
their realization, and choose suppliers of products (work, services).
Article 17. Disposal of Currency Profits An enterprise with foreign
investment with a share of the foreign participant in the ownership capital
in excess of 30 % shall keep at its own disposal the currency profits resulting
from export of its own products excluding the tax payments calculated in
accordance with the legislation in force of the Republic of Belarus.
Article 18. Contracts on Objects of Intellectual Property Enterprises
with foreign investment shall have the right to sign contracts on objects
of intellectual property with their employees in accordance with the production
targets confirmed by the documents of the enterprise. The enterprise shall
be granted patents for inventions and production samples if a corresponding
contract is signed by the enterprise and its employee. This contract, accompanied
by the assignment of patent rights, shall determine the obligation of the
enterprise to provide for material, production and social conditions in
reference to the employee.
Article 19. Use of Property According to Types of Liability An enterprise
with foreign investment may use its property as a security for all types
of its liabilities including the drawing of borrowed funds. Proprietary
rights to buildings, constructions, equipment, as well as other proprietary
rights transferred by the participants as their contributions to the ownership
capital of the enterprise may be used as a security. The mortgaged property
may be realized by the mortgagee for the currency used on the territory
of the Republic of Belarus or for a foreign currency at contractual prices,
including those at auctions.
Article 20. Labor Relations at Enterprises with Foreign Investment
Production and labor relations including employment and dismissal issues,
working and recreation hours, salaries and wages, guarantees and compensations
at enterprises with foreign investment shall be regulated both by a collective
labor contract (agreement) and by individual labor contracts (contracts
of employment). Wages, leave and pension issues referring to foreign employees
at enterprises with foreign investment shall be determined in individual
labor contracts (contracts of employment) with each of them. Their wages
in a foreign currency may be transferred abroad. Terms of a labor contract
(agreement) and individual labor contracts may not worsen the situation
of employees of this enterprise as compared to the conditions provided
for by the legislation in force on the territory of the Republic of Belarus.
Article 21. Social Insurance and Pensions for Employees at Enterprises
with Foreign Investment Social insurance of employees at enterprises with
foreign investment and their social security (excluding pensions for foreign
employees) shall be regulated by the legislation in force on the territory
of the Republic of Belarus. Payments to pension funds of foreign employees
at enterprises with foreign investment shall be transferred to corresponding
funds in countries of their permanent residence on conditions and according
to the procedure provided by individual contracts (contracts of employment).
Chapter 3. Activity of foreign investor and enterprises with foreign
investments in banking and credit and financial fields, acquisition of
securities, participation in stock exchange activities
Article 22. Banking Accounts of Enterprises with Foreign Investment
Enterprises with foreign investment and foreign investors shall have the
right to open accounts in a foreign currency, as well as in roubles in
authorized banks on the territory of the Republic without the right to
transfer the rouble sums abroad. Enterprises with foreign investment and
foreign investors shall use the funds kept at their accounts to perform
their authorized activities, to acquire currencies at the rates prevailing
within permitted forms of purchase and sale of currency for roubles (auction,
stock exchange and other forms). The rouble sums kept at the accounts of
foreign investors may also be used for the purpose of privatization and
purchasing commodities, goods and services taking into account the prices
prevailing at the world market, with the right to export under special
licenses. The rouble sums may be used for the purpose of privatization
only in case they are the result of commercial and economic activities
on the territory of the Republic of Belarus.
Article 23. Investment into Financial and Credit Institutions Enterprises
with foreign investment and foreign investors may invest into joint banks,
insurance companies, mixed capital companies and other financial and credit
institutions established on the territory of the Republic of Belarus. Foreign
financial and credit institutions, their branches and representations may
be established on the territory of the Republic of Belarus except for the
insurance companies. The contribution of foreign investment into the ownership
capital of insurance companies must not exceed 49 %.
Article 24. Acquisition of Securities and Participation in Stock Exchange
Activities Enterprises with foreign investment and foreign investors shall
have the right to acquire shares, bonds, other securities, to make transactions
with purchasing and selling of a foreign currency at currency auctions,
and at currency stock exchanges at market rates through authorized banks.
Foreign investors shall acquire State securities according to the procedure
determined by the State body authorized to do it. The procedure and terms
for participation of enterprises with foreign investment and investors
in currency, stock, commodity and other exchanges shall be regulated by
the corresponding legislation of the Republic of Belarus. Chapter 4. Acquisition
of Rights to Use Land and Other Rights by Foreign Investors and Enterprises
with foreign investments
Article 25. Lease of Property, Land and Other Natural Resources Foreign
investors and enterprises with foreign investment shall lease property,
land and other natural resources on the strength of contracts with a lessor
according to the Law of the Republic of Belarus "On Lease" and
other laws of the Republic of Belarus. The lease of a State property shall
be permitted by the State body authorized to manage this property.
Article 26. Participation of Foreign Investors in Privatization Foreign
investors may participate in privatization of objects of State ownership
on the territory of the Republic of Belarus. They shall be entitled to
buy out enterprises (shares) if the working collectives and other Belarusian
subjects refuse to acquire such enterprise (shares) in accordance with
the programme of privatization. The terms of their participation in biddings
and auctions for privatization shall be determined by the legislation in
force on the territory of the Republic of Belarus. Payments for acquired
enterprises and objects of incompleted capital construction or for participation
shares may be done both in a foreign currency and in the currency used
on the territory of the Republic of Belarus, taking into account the prices
at the world market.
Article 27. Acquisition of Plots of Land into Ownership by Foreign
Investors Foreign investors shall have the right to acquire plots of land
into ownership according to the procedure and on terms determined by legislative
acts of the Republic of Belarus.
Article 28. Concessions The Supreme Soviet of the Republic of Belarus
shall have the exclusive competence to grant concessions on the territory
of the Republic of Belarus. Chapter 5. Foreign Investment in Free Economic
Zones
Article 29. Establishment of Free Economic Zones and Activities Inside
Zones A corresponding law of the Republic of Belarus shall determine the
procedure of establishing free economic zones in the Republic of Belarus
and economic activities inside these zones with the use of foreign investments,
as well as benefits provided in this regard, including tax privileges.
Chapter 6. Taxation, tax and customs privileges
Article 30. Taxes and Tax Privileges Enterprises with foreign investment,
as well as foreign investors shall pay taxes in accordance with the legislation
of the Republic of Belarus and have privileges by the present Law. The
enterprises with the ownership capital where the share of a foreign investor
is more than 30 % and all its profits are created due to realization of
services and products of its own manufacture shall be exempted from the
tax on profits for the period of three years starting from the day of its
declaration of profits, including the first profitable year. If the products
manufactured by an enterprise with foreign investment are especially important
for the Republic, the Council of Ministers of the Republic of Belarus shall
be entitled, according to the list compiled by it, to reduce the rate of
the tax on profits by 50 % for an additional period of up to three years.
Article 31. Customs Duties and taxes on Import of Property Property, commodities
and materials imported by a foreign participant to form the ownership capital
of an enterprise with foreign investment shall be exempted from the customs
duty and the tax on import. Individual property imported into the Republic
by foreign employees of an enterprise with foreign investment for personal
usage shall be exempted from the customs duty.
Article 32. Bookkeeping and Statistical Reports of an Enterprise An
enterprise with foreign investment shall do bookkeeping and statistical
reports according to the rules effective in the Republic of Belarus. For
the purpose of balance estimates and keeping accounts an enterprise with
foreign investment shall convert a foreign currency into roubles at the
rate set by the National Bank of the Republic of Belarus for corresponding
transactions.
Article 33. Calculation of Taxes for an Enterprise with Foreign Investment
at Liquidation Accumulated assets of an enterprise with foreign investment
being wound up, excluding the funds for material stimulation and social
and cultural development, shall be subject to taxation at their residual
value. If an enterprise with foreign investment is being wound up during
the period of its exemption from taxes or during the three year period
after expiration of the exemption from taxes the enterprise shall be obliged
to pay the tax on profits for the period during which it was exempted from
taxes.
Chapter 7. Guarantees to Foreign Investors
Article 34. Legal Regime for Foreign Investment The legal regime for
foreign investment on the territory of the Republic of Belarus may not
be less favorable than a corresponding regime for property and proprietary
rights, as well as for investment activities of Belarusian legal and physical
persons except for the cases provided by the legislation in force on the
territory of the Republic of Belarus. In case the legislation of the Republic
of Belarus becomes later on less favorable for investors, the legislation
effective on the date of registration for the enterprise with foreign investment
shall apply to the foreign investment for the period of five years.
Article 35. Guarantees Against Requisition, as Well as Illegal Actions
of State Bodies Foreign investment in the Republic of Belarus shall not
be subject to requisition or actions similar in their consequences, except
for the cases of natural disasters, accidents, epidemics, epizootics and
other emergency situations. In case a body of State administration or a
local body of State authority adopt an act that does not correspond to
the legislation or infringes upon the rights of investors, the bodies that
have adopted the illegal act, by a decision of courts within their competence,
shall compensate the losses inflicted on the investors as a result of these
acts. In case the State body has no sufficient funds the damage shall be
compensated from the Republican or local budget. The sum of compensations
shall be determined as the amount of actual losses and paid to the investor
within a three month period in the currency in which the initial investment
were made.
Article 36. Guarantees for Transfer of Profits and Other Sums in Foreign
Currency Foreign investors shall be guaranteed free transfer abroad of
sums due to them in foreign currency. In case of winding up of an enterprise
the foreign investor shall be entitled to reimbursement of its share of
the property of the enterprise in cash or in kind at the residual value
on the day of the winding up.
Article 37. Property Insurance An enterprise with foreign investment
shall insure its property and risks at their discretion at any organization
legally performing insurance functions, unless obligatory insurance is
provided by the legislation in force of the Republic of Belarus.
Chapter 8. Settlement of Disputes
Article 38. Procedure for Settling Disputes Disputes between
an enterprise with foreign investment and other legal and physical persons,
as well as between the participants in such an enterprise on issues relating
to its activity shall be subject to settlement in the courts of the Republic
of Belarus within their competence, or by agreement of parties - in arbitration
courts. If the regulations of the present Law differ from those established
in an international treaty or an international agreement to which the Republic
of Belarus is a party the regulations of the international agreement shall
be applied.
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