The right to withdraw established by legislation governing business companies (Article 103 of the Law of the Republic of Belarus “On Business Companies” (the “Law”)) is an independent subjective right of an individual participant of a limited liability company (LLC) or an additional liability company (ALC). This right has been subject to legislative amendments aimed at addressing issues arising in the application of the current rules governing its exercise.

The amendments will enter into force on July 1, 2027 (Law of the Republic of Belarus No. 150-Z dated June 01, 2026).

Please note: the right of a participant to withdraw from an LLC or ALC (collectively, the “company”) is exercised by submitting a notice of withdrawal and does not depend on the consent of the other participants or the company’s management bodies. This right may not be exercised:

• if the participant is the sole participant of the company or, as a result of the withdrawal, no participants would remain in the company;

• if the company is undergoing liquidation (i.e., a decision to liquidate the company has been adopted).

What has changed?

Form of the participant’s notice of withdrawal: the notice must be notarized, with a fixed notarial fee payable by the participant for the notarial act (prior to the amendments – a simple written form was sufficient);

Recipient of the notice of withdrawal: the notice is submitted to a notary, who notifies the company that the participant has submitted a notice of withdrawal (prior to the amendments – the notice was submitted to the company, without specifying which of its bodies was authorized to receive it).

The notary must send information regarding the participant’s withdrawal from the company to the company no later than the business day following the date on which the notice of withdrawal was notarized;

Procedure for amending the Unified State Register of Legal Entities (USR): the notary notifies the registration authority of the participant’s withdrawal from the company (prior to the amendments – the company amended its charter and submitted the relevant amendments to the registration authority for entry into the USR).

The notary must notify the registration authority directly on the date on which the notice of withdrawal is notarized;

Effective date of withdrawal, including vis-à-vis third parties: the date on which the registration authority enters a record of the change in the company’s participant composition in the USR (prior to the amendments – different dates applied depending on the relationship concerned: for the company’s internal relations, withdrawal took effect upon submission of the notice of withdrawal or on the date specified in the notice; for external relations, i.e., vis-à-vis third parties, withdrawal took effect from the date on which the relevant changes were entered into the USR).

The record of the change in the participant composition must be entered into the USR on the date the notary submits the relevant notification to the registration authority.

Withdrawal notice revocation

The new rules do not expressly regulate this issue. However, the public-law mechanism for withdrawal from the company (notarization of the notice of withdrawal – notification by the notary to the registration authority of the participant’s withdrawal on the date of notarization – entry of the relevant record in the USR on the date the notary submits the notification) indicates that a notice of withdrawal may not be revoked (prior to the amendments – revocation was permitted until the company’s general meeting of participants determined the date for settlement with the withdrawing participant).

Withdrawal by a participant who owes money to the company

The new version of Article 103 of the Law retains the requirement that a participant must have performed, by the time of withdrawal, all obligations whose due dates have expired.

At the same time, the Law does not prohibit a participant from submitting a notice of withdrawal while outstanding obligations remain. The new withdrawal procedure does not contemplate the notary resolving a dispute between the participant and the company concerning the existence or amount of any debt. The mere existence of outstanding debt does not constitute grounds for refusing to notarize the notice of withdrawal.

It should be borne in mind that withdrawal from the company and performance of obligations are separate legal institutions. The mere existence of outstanding debt does not, in itself, entitle the company to arbitrarily reduce the amount payable to the participant upon withdrawal by, for example, setting off the relevant amounts. In this regard, it is advisable to review the company’s charter provisions concerning the procedure for reconciling accounts with a participant upon withdrawal and the actions to be taken by the company if outstanding debt is identified.

If the debt has not been repaid by the time of withdrawal, the company retains the right to bring a claim against the former participant for repayment, including through court proceedings.

Within what period must the settlement with the withdrawing participant be completed?

The rules remain unchanged.

Payment of the actual value of the participant’s interest in the charter fund or the transfer of property in kind (if the general meeting of participants has adopted such a decision with the consent of the withdrawing participant) is made after the end of the financial year and following approval of the annual report for the year in which the participant withdrew from the company, and must be completed within twelve months from the date of withdrawal.

Please note: if the company’s net asset value is zero or negative, there are no grounds for paying the participant the actual value of their interest in the charter fund or transferring property in kind.

Profit attributable to the interest of the withdrawing participant received by the company from the date of the participant’s withdrawal is paid at the time of settlement.

What happens to the interest of the withdrawing participant?

Within 12 months from the participant’s withdrawal, the company must determine the fate of the withdrawing participant’s interest, which has transferred to the company as a result of the withdrawal (by a resolution of the general meeting of participants):

• distribute the interest among all participants in proportion to the size of their respective interests in the charter fund;

• sell the interest to the participants or third parties (if such transfer is permitted by the company’s charter); or

• reduce the charter fund by the value of the interest.

Preparing for the changes in advance

The new procedure eliminates the possibility of revoking a notice of withdrawal and establishes a single effective date of withdrawal for the company, its participants, and third parties alike. To protect the business and prevent corporate disputes, preparations should begin now.

We are ready to assist you and protect your company’s interests at any stage of a participant’s withdrawal, adapt the company’s charter to the new statutory requirements, and establish in advance the procedures to be followed by the company when a participant withdraws, including where the participant has outstanding debts or unperformed obligations to the company.

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This material is provided for informational purposes only, reflects the author’s opinion, and does not constitute legal advice.

The accompanying illustration was generated using AI.