Startup Structuring in Belarus

Creating a startup is just the first step toward building a successful business. Equally important for founders is properly structuring the project, that is, organizing its legal, financial, and organizational framework in a way that makes the company transparent and appealing to investors, partners, and clients. In Belarus, where the startup ecosystem is rapidly developing, the standards for preparing a business are becoming increasingly stringent: from choosing the optimal form of registration and allocating shares among founders to protecting intellectual property and selecting the right tax model.

Competent startup structuring in Belarus not only helps minimize legal and financial risks but also significantly speeds up the process of attracting investment, facilitates expansion into foreign markets, and builds trust with potential partners. This article will guide entrepreneurs through the steps needed to formalize a project and prepare it for growth properly.

What “Startup Structuring” Means and Why It Matters

“Startup structuring” generally refers to a set of legal, financial, and organizational measures that make a project transparent, understandable, and attractive to investors, partners, and future clients. It is more than just a polished presentation or a logo; it is a system of documents, rules, and agreements that reduces risks and demonstrates the team’s professionalism.

Key Goals and Benefits of Structuring:

• Organize the legal and corporate structure: includes share distribution, founders’ responsibilities, and corporate agreements.
• Create a clear financial model and tax regime suitable for growth.
• Secure intellectual property rights to protect the product from copying.
• Increase trust from investors, banks, and government authorities.
• Prepare a foundation for scaling — from entering new markets to mergers and acquisitions.

Impact on Investment Attractiveness:

Investors and venture funds carefully evaluate not only the product or team but also the legal integrity of a project. A well-structured company demonstrates:

• A clear ownership and management structure.
• Registered or otherwise formalized rights to key technologies and the brand.
• Transparent accounting and predictable tax obligations.
• Readiness for due diligence checks.

These factors directly increase the chances of securing financing and forming strategic partnerships.

Common Mistakes of Unstructured Startups:

• Verbal agreements among founders instead of written contracts.
• Lack of intellectual property protection (unregistered code, brand, or patents).
• Disorganized accounting and an unoptimized tax regime.
• Unformalized employment relationships with the team.
• Unclear mechanisms for investor exit.

Such mistakes can cost a startup not only potential investment but also the ability to scale.

Legal Structuring of a Startup

A well-designed legal structure is the foundation of a successful startup. The company’s sustainability and investor confidence depend on how well the business structure is chosen and the agreements between the founders are formalized.

Choosing a Legal Form in Belarus (LLC, Private Unitary Enterprise, etc.)

In Belarus, the most popular legal form for startups is a Limited Liability Company (LLC). This structure allows flexible share distribution among founders, limits their liability to their contribution, and provides a clear framework familiar to investors.

In some cases, a Private Unitary Enterprise (PUE) is used, typically when a project has a single founder, although an LLC with a single participant is also possible. However, a PUE is less suitable for attracting investment and distributing shares, so in most cases, startups are registered as LLCs.

Share Distribution and Founder Agreements

One of the most common problems with startups is the lack of clearly defined agreements at the outset. Who invested how much, how profits and losses will be distributed, and what happens if a founder exits should be formalized in the company’s documents.

Common documents include:

• Charter specifying participants’ shares.
• Corporate agreement (shareholders’ agreement) outlining founders’ rights and obligations, decision-making procedures, exit conditions, and conflict-of-interest protections.
• Founders’ resolutions (for LLC members).

Founding Documents and Corporate Agreements

The minimum set of documents a startup needs to operate effectively includes:

• Company charter.
• Decision to establish the company or founding agreement (if there are multiple founders).
• Corporate agreement.
• Internal regulations, such as dividend distribution or director competencies.

This foundation provides stability, helps avoid conflicts between co-founders. Moreover, when conducting due diligence, investors first review corporate documents. A transparent structure and the absence of hidden risks significantly increases the likelihood of securing investment.

Financial and Tax Model

For a startup in Belarus, having a proper financial and tax structure is as important as the business idea itself. Investors, partners, and funds always evaluate how transparently and efficiently accounting is handled, as this affects both the reliability of investments and the company’s ability to scale.

Choosing a Tax Regime for Startups

At the company’s early stage, it is crucial to select a tax regime that minimizes costs and simplifies administration. In Belarus, startups can operate under:

• Simplified Tax System (STS) – suitable for small businesses with limited turnover and low administrative costs.
• General Tax System – often chosen when working with large clients or partners, or when entering international markets.
• High-Tech Park (HTP) Residency – particularly relevant for IT startups, offering favorable tax treatment and facilitating foreign investment.

Accounting for Investments and Profit Distribution

Startup investments may come as contributions to the charter capital, convertible loans, grants, or direct investments. Each method requires proper legal and accounting documentation to ensure investors have clear rights and the company can use the funds appropriately.
Profit distribution between founders and investors should be clearly defined in corporate documents. This helps prevent conflicts and demonstrates a mature approach to financial management.

Financial Transparency for Partners and Funds

Investors expect clear reporting and predictable cash flow models. Startups should:

• Maintain accounting in accordance with Belarusian legislation.
• Prepare financial statements (cash flow, P&L, balance sheet).
• Use management accounting tools for forecasting.
• Timely meet tax obligations.

A transparent financial model not only increases trust in the project but also significantly eases capital raising, whether through angel investors, venture funds, or strategic partners.

Intellectual Property Protection

For startups, intellectual property (IP) often represents the company’s most valuable asset. Brands, unique technologies, software code, or original solutions can be worth far more than physical resources. Therefore, proper IP protection is not just a formality; it is a key part of “packaging” the business, increasing its value and attractiveness to investors.

Trademark and Brand Registration

A trademark is not just a logo but also the company or product name under which the startup enters the market. Registering it with the National Center of Intellectual Property (NCIP) in Belarus grants exclusive rights and protects the brand from competitor copying. This is critical for startups, as a strong brand builds trust with clients and partners and facilitates international expansion through the Madrid System (international trademark protection).

Patenting Developments and Protecting Software

For startups developing technical solutions or unique algorithms, patenting inventions and utility models is worth considering. For IT projects, software protection is particularly important:

• Registering computer programs and databases with the NCIP.
• Using licensing agreements with developers.
• Implementing internal access control policies for source code.

This establishes legal rights over technologies, which is especially important during investment negotiations or business sales.

Copyrights and Confidentiality

Copyrighted elements in startups may include design, text, media content, interfaces, and even product architecture. It is crucial to document authorship and properly transfer rights from employees and contractors through assignment agreements or work-for-hire contracts.
Equally important are measures to protect confidential information: non-disclosure agreements (NDAs), data handling policies, and trade secret protection. These tools minimize the risk of leaks and loss of competitive advantage.

In summary, registering and protecting IP transforms a startup from a set of ideas into a legally recognized business asset. This is what investors primarily look at when assessing the project’s long-term potential.

Team and Employment Relations

A strong team is one of the key factors for a startup’s success. However, beyond recruiting skilled professionals, it is essential to properly structure employment and contractual relationships to reduce risks and create transparent rules for collaboration within the project.

Employment Contracts and Agreements with Key Employees

For core team members, especially technical specialists and managers, it is recommended to sign official employment contracts or agreements. These should clearly define:

• Duties and areas of responsibility.
• Salary and payment procedures.
• Terms for transferring intellectual property rights (e.g., for code or design).

Properly formalized employment relationships help prevent conflicts and legal disputes in the future and make the startup more attractive to investors, who always check the legality of personnel hiring.

Stock Options and Team Motivation

To retain key talent, startups often implement stock option programs. An option grants employees the right to purchase company shares at a fixed price in the future. This tool:

• Encourages long-term commitment and performance.
• Helps compete with larger companies for talent.
• Reduces pressure on the current payroll budget.

In Belarus, options can be structured through corporate agreements or convertible loan agreements. A well-designed option program demonstrates management maturity to investors.

Working with Freelancers and Remote Specialists

Modern startups frequently rely on freelancers and outsourced specialists. In such cases, it is important to:

• Conclude civil-law contracts or service agreements.
• Clearly define the transfer of exclusive rights to the work results.
• Include confidentiality clauses (NDAs) in contracts.

Without these measures, a startup may face a situation where rights to code, design, or content remain with the contractor rather than the company.

Properly structured employment and contractual relationships ensure legal security and form the foundation for long-term team motivation, which directly impacts the startup’s growth and investment appeal.

Documents for Investors and Partners

Attracting external investment is a critical stage in a startup’s development. However, funding flows only to ventures with transparency and legal clarity. Preparing a comprehensive set of documents for investors and partners accelerates negotiations, builds trust, and prevents misunderstandings in the future.

Pitch Deck and Financial Model

A pitch deck is a startup presentation that should clearly and concisely communicate:

• The idea and value proposition of the product.
• Market and competitor analysis.
• The team and its competencies.
• Go-to-market strategy.
• Scaling plan and expected return on investment.

The financial model complements the presentation with calculations: revenue forecasts, expenses, break-even points, and growth scenarios. For investors, this is a key tool for assessing risks and business potential.

Term Sheet and Investment Agreements

The next stage involves legal documentation. A term sheet is a preliminary agreement outlining the main deal terms: investment amount, company valuation, participant shares, and rights and obligations of the parties.
Investment agreements are then signed, defining:

• Procedures for capital contribution.
• Allocation of shares and voting rights.
• Corporate governance obligations.
• Liability for breaches of agreement.

Properly drafted documents protect both investors and startup founders.

Investor Exit Agreements (Exit Strategies)

Every investor wants to understand in advance how and when they can realize a return on their investment. Agreements typically outline potential exit scenarios:

• Sale of shares to a strategic partner.
• Buyback of shares by founders.
• Exit via IPO or M&A transaction.

Clearly defined exit strategies help prevent conflicts and make the project more predictable for venture funds and business angels.

Practical Recommendations for Startup Structuring

The first step is to define your goals: why does your project need structuring? For some startups, the priority is attracting investors; for others, entering international markets; and for others still, organizing internal processes. It is important to conduct an audit: assess the company’s legal status, review intellectual property documents, determine the tax regime, and establish a financial model.

Key Stages of Startup Structuring

It is optimal to divide the process into several blocks:

Step 1. Establish a Legal Foundation

Register the appropriate legal form, formalize agreements between founders, and prepare foundational corporate documents.

Step 2. Define the Financial Model

Select the tax regime, prepare accounting reports, and implement transparent financial management mechanisms.

Step 3. Protect Intellectual Property

Secure the brand, source code, and software products.

Step 4. Build the Team and HR Strategies

Draft employment contracts, implement stock option programs, and properly formalize collaborations with freelancers.

Step 5. Prepare Investment Documents

Develop a pitch deck, financial model, and legally compliant agreements with investors.

This step-by-step approach helps minimize mistakes and makes the process manageable.

The Role of Legal and Financial Support

It is challenging for startups to account for all nuances independently: critical details can be overlooked, potentially leading to disputes or investor rejection. Lawyers can correctly structure the company, protect intellectual property, and prepare documentation for raising capital. Financial consultants can establish a transparent accounting and reporting system, enhancing partner confidence.

Our team at EOR.by provides comprehensive support for startups in Belarus: from selecting the legal form to preparing documents for investor negotiations. We help structure projects in a way that meets market standards and investor expectations while minimizing legal and financial risks.