M&A and other transactions in Belarus
WHY YOU SHOULD CHOOSE US?
- M&A and real estate transactions are main specializations of our law office;
- Our attorneys and advocates have more than 20 years of experience in M&A;
- We are taking care of more than 70 M&A and real estate transactions every year.
EXISTING BUISINESS PURCHASE IN BELARUS
Unfortunately, sometimes the fate of a business is such that the only profitable option is selling it. Such an act may be preceded by conflicts between founders, losses, lack of desire to continue doing business, and so on.
There are various ways to sell a business. The choice of the method depends on the organizational and legal form in which such a business was created. Let us consider in more detail the features of selling a business in various forms.
SALE AND PURCHASE OF A LIMITED LIABILITY COMPANY IN BELARUS
As a rule, the owners of an LLC are several people, each of whom has a share of one size or another in such a society. If an entity wants to sell its share in such a business, it is necessary to remember about the pre-emptive right to purchase that other members of the LLC have. This right to purchase from members is proportional to the size of their shares. The procedure for selling a stake in an LLC is enshrined in the charter of such a company. The seller is obliged to notify the LLC and its members of his intention to sell a share in the authorized capital of the company. In a situation where the participants and the company itself refused to purchase, the participant can sell his share to other persons, but only at the same price and on the same conditions that were offered to other participants of the respective LLC. As a general rule, such transactions are concluded in a simple written form, however, the charter of an LLC may provide for a notarial form. When the share is sold, the company must be notified of this and provide documents confirming the sale. Only after such notification, the buyer acquires all the rights and obligations that the seller of such a share previously possessed. After a new member becomes a member of the LLC, such a company is obliged to make the appropriate changes to the charter within 2 months. If the buyer has violated the right of pre-emptive purchase of other participants or the company itself, then they can, in court, transfer the rights and obligations of the buyer to themselves. The participants are given 3 months for this from the moment they learned about the violation of their rights.
SALE AND PURCHASE OF JOINT-STOCK COMPANIES IN BELARUS
In accordance with the legislation of the Republic of Belarus, some transactions for the purchase and sale of shares can be carried out only on the exchange market. These transactions include: Transactions where both parties are professional participants in the securities market; Transactions that are part of a REPO transaction. A contract for the sale and purchase of shares on the over-the-counter market occurs with the registration of the transaction by a professional market participant (broker, depository) without fail, except as otherwise provided by law.
As for the sale of shares in CJSC, then, as in the sale of a share in LLC, it is necessary to take into account the preemptive rights of other shareholders. The seller is obliged to notify the shareholders of the CJSC and the company itself of his intention. The sale of such shares to unauthorized persons is possible only if other shareholders and the company refuse to purchase. The form of the contract when making such a transaction is simple written. The essential conditions are: subject, number of shares, price per share, total amount and calculation procedure. The buyer becomes the full owner of the shares after such shares are credited to his deposit account. Amendments to the charter in connection with the appearance of a new shareholder in the company are only necessary if such information was contained in the charter earlier. The legislation does not provide for mandatory placement of information about shareholders in the charter.
PURCHASE AND SALE OF UNITARY ENTERPRISE
To sell a unitary enterprise, it must be registered as a property complex. The contract for the sale of such an enterprise is drawn up in a mandatory written form in the form of one document signed by the parties. Before signing the sales contract, the parties must draw up and study some of the documents that are attached to the contract. These include: The document with which the results of the inventory are drawn up; Balance sheet or book of income and expenses; Auditor’s report on the composition and value of the enterprise as a property complex; List of all obligations to creditors. Lenders are subject to mandatory notification of the sale of the enterprise. There is a separate agreement between the parties on who will do this. Failure to notify creditors leads to the fact that the creditor may apply to the court with a claim for termination or early performance of obligations, and the buyer and the seller will be jointly and severally liable to such a creditor.
TRANSACTIONS ON PURCHASE AND SALE OF A REAL ESTATE IN BELARUS
Under the contract of sale and purchase of real estate, the seller undertakes to transfer to the buyer’s ownership a land plot, a capital structure (building, structure), an apartment or other real estate. The list of immovable property is enshrined in the Civil Code of the Republic of Belarus.
Real estate subject to state registration includes:
- Land plot;
- Capital buildings;
- Unfinished, mothballed capital structures;
- Parking spaces;
- Isolated rooms;
- Enterprises as property complexes.
The subject of such a contract must be defined in such a way that it can be identified. The form of the real estate purchase and sale agreement is written in the form of 1 document signed by the parties. Failure to comply with this form entails the invalidity of the transaction. The Civil Code does not require notarization of such an agreement, but the Law “On State Registration” provides for the need for notarization or certification by the registrar of documents that are the basis for state registration. Failure to comply with such a rule may lead to the fact that such a transaction will not be accepted for state registration, and the agreement, accordingly, will be considered not concluded. If the transaction is concluded with an individual entrepreneur who has a seal, then notarial certification or certification by the registrar is not required. If the contract of sale and purchase of real estate is not registered with a state authority, this will lead to its invalidity, as well as to the nullity of the transaction.
PURCHASE AND SALE OF COMMERCIAL REAL ESTATE IN BELARUS
There is no separate type of contract for the sale or purchase of commercial real estate, therefore, such a transaction is subject to the rules provided for a transaction for the sale and purchase of real estate. When buying commercial real estate, you need to be extremely careful. You should carefully examine the property you are buying. In order not to get into a problematic situation, you can request an extract from the Unified State Register of Real Estate, rights to it and transactions with it about the property of interest, as well as the land plot on which such an object is located. This extract can be obtained in person at the agency for state registration of real estate. This procedure is paid.
PURCHASE AND SALE OF LAND AND PLOTS IN BELARUS
Land plots as real estate objects have specific legal and economic properties. These properties are: long-term use of the site, the possibility of obtaining a systematic income, the owner of certain obligations (tax, targeted use, and so on). Due to their characteristics, land plots have some special rules for the regulation of transactions in comparison with other real estate objects. A land plot is a part of the earth’s surface that has a boundary and a designated purpose and is considered in inseparable connection with the permanent structures (buildings, structures) located on it.
The peculiarity of transactions with land plots is explained by the peculiarities of land plots as real estate objects: 1) The presence of a designated purpose of land, which is expressed in the assignment of land to categories; 2) The connection between the land plot and the capital structures located on it; 3) Obligation of state registration of land plots, rights to them and transactions with them.
Transactions with land plots are subject to mandatory state registration in organizations for state registration of real estate, rights to it and transactions with it. State registration of a land plot is a legal act of recognition and confirmation by the state of the creation, change, termination of the existence of a land plot.
HOW CAN WE HELP YOU AND HOW TO REACH US
The lawyers of our law office have extensive experience in supporting various transactions of our clients on the territory of the Republic of Belarus. We accompany transactions for the purchase of companies, real estate, including lands, property complexes. If you are looking for lawyers to support your transaction on the territory of the Republic of Belarus, welcome to our office. We will be glad to help you.
Our contacts you can find here.
Also here is the office mobile number (Telegram, Viber, WhatsApp): +37529 357 03 55.