📋 Tender Overview
In November-December 2025, the Ministry of Economy organized a legal monitoring of the Law: 9 proposals were received through the Legal Forum of Belarus, 2 proposals from interested business entities were sent to the Ministry of Economys email, and 19 proposals were received from government agencies, business unions, and public associations.
Based on the analysis of the information received from the interested parties, the following issues can be highlighted:
1) Reduction of the list of affiliated persons of the economic society.
2) Liberalization of the requirements for large transactions and transactions with the interest of affiliated persons of the economic society.
3) Mitigation of the requirements for convening and holding a general meeting of participants;
4) Providing the opportunity to elect an auditor in a joint-stock company (instead of an audit commission) due to the lack of specialists with the required qualifications.
5) Exclusion of the imperative order of regulating the exit of a participant from a limited liability company, as well as the preemptive right to acquire a share (part of a share) of a participant and granting the limited liability company the right to independently establish in its charter the possibility of a participants exit and the preemptive right to acquire a share (part of a share) of a participant.
In addition, the following issues require further study and discussion with the interested parties:
1) Exclusion from the competence of the board of directors (supervisory board) of the economic society the issue of selecting and approving the auditing organization (auditor) and determining the essential conditions of the contract for auditing services with the auditing organization (auditor) in cases where the economic society selects the auditing organization (auditor) through procurement procedures in accordance with the resolution of the Council of Ministers of the Republic of Belarus dated March 15, 2012, No. 229 On improving relations in the field of procurement of goods (works, services) at the expense of own funds;
2) Granting economic societies the right to establish restrictions on the disclosure of information.
3) Inclusion in the Law of norms providing for the peculiarities of the activities of boards of directors (supervisory boards) to which representatives of the state are appointed;
4) Regulation of the procedure for the performance of duties by the sole executive body, as well as determining the conditions for the remuneration of members of the collegial executive body;
5) Additional regulation of issues related to the conclusion of shareholder agreements and contracts for the exercise of participants rights;
6) Remote voting at the general meeting of participants.
In addition, a number of proposals were received to bring the norms of the Law in line with the norms of the Civil Code of the Republic, the Law of the Republic of Belarus dated January 5, 2015, No. 231-Z On the Securities Market, as well as those that are clarifying and specifying in nature.
Main conclusions from the results of the legal monitoring:
- The Law corresponds to the main goals of its adoption;
- No negative consequences that arose in the process of applying the Law were identified during the legal monitoring;
- The Law should be generally recognized as a quality legislative act that meets the requirements for comprehensive and systematic regulation of the activities of economic societies;
- The legal regulation of the relevant relations can be considered sufficiently effective and comprehensive;
- No gaps in legal regulation that are of an irreparable nature and require immediate resolution were identified as a result of the monitoring.
The legal monitoring of the Law allowed for the identification of reserves for improving the procedures for large transactions and transactions with the interest of affiliated persons of economic societies, as well as a request for additional regulation of the activities of the collegial executive body, and adjustment of the competencies of management bodies.
Considering that a number of issues affect the competence of other state bodies, organizations, and public associations, as well as the study of judicial practice, a decision was made to work on them together with the interested parties. When planning adjustments to the legislation on economic societies, these proposals may be considered for inclusion in the relevant draft law.
